WPP SCANGROUP : ANNUAL REPORT 2021

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A N N U A L R E P O R T

WPP SCANGROUP ANNUAL REPORT 2021 1

WHEN CREATIVITY

MEETS TECHNOLOGY,

TRUE TRANSFORMATION

HAPPENS.

A new chapter of integrating technology with communication, experience and commerce has begun. We are bringing together diverse capabilities through specialist agencies within the region and across the globe to create an impact that will be felt by our people, clients and communities.

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Table of Contents
NOTICE OF THE ANNUAL GENERAL MEETING 2022....................................................................................	4
DIRECTORS' PROFILES...................................................................................................................................	8
CHAIRMAN'S MESSAGE................................................................................................................................	10
CORPORATE GOVERNANCE .......................................................................................................................	13
CORPORATE INFORMATION........................................................................................................................	16
REPORT OF THE DIRECTORS.......................................................................................................................	20
DIRECTORS' REMUNERATION......................................................................................................................	27
STATEMENT OF DIRECTORS' RESPONSIBILITIES..........................................................................................	31
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF
WPP SCANGROUP PLC................................................................................................................................	32
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ............................................	36
STATEMENTS OF FINANCIAL POSITION.......................................................................................................	37
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY.............................................................................	38
COMPANY STATEMENT OF CHANGES IN EQUITY.......................................................................................	39
STATEMENTS OF CASH FLOWS ..................................................................................................................	40
NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS.............................................	42

WPP SCANGROUP ANNUAL REPORT 2021 3

NOTICE OF THE ANNUAL

GENERAL MEETING 2022

Notice is hereby given to shareholders that the sixteenth annual general meeting (AGM) of the company will be held via electronic communication on Friday, 27 May 2022 at 11:00 a.m., when the business set out below will be transacted.

ORDINARY BUSINESS

1. To table the proxies and note the presence of a quorum.
2. To read the notice convening the meeting.
3. To receive and, if approved, adopt the audited Balance Sheet and Accounts for the year ended 31 December 2021, together with the Chairman's, the Directors' and Auditor's Reports thereon.
4. To note that the Directors do not recommend the payment of a dividend for the
   financial year ended 31st December 2021.
5. Directors:
6. 1. In accordance with the provisions of Article 30.1 of the Company's Articles of Association:
   2. 1. Mr. Andrew Grant Balfour Scott retires by rotation and being eligible, offers himself for re-election.
      2. Mr. Jonathan Neil Eggar retires at this meeting and being eligible, offers himself for re-election.
   3. In accordance with the provisions of Article 29.5 of the Company's Articles of Association
   4. 1. Ms. Patricia Kiwanuka who was appointed during the year retires at this meeting and being eligible, offers herself for re-election.
      2. Ms. Beverley Spencer-Obatoyinbo who was appointed during the year retires at this meeting and being eligible, offers herself for re-election.
      3. Mr. Peter M. Kimurwa, who was appointed during the year retires at this meeting and being eligible, offers himself for re-election.
      4. Mr. Federico de Nardis who was appointed during the year retires at this meeting and being eligible, offers himself for re-election.
      5. Ms. Tebogo Skwambane who was appointed during the year retires at this meeting and being eligible, offers herself for re-election.
   5. In accordance to the provisions of Section 769 of the Companies Act 2015, the following directors being members of the Board Audit & Risk Committee be elected to continue to serve as members of the said committee:
      Mr. Peter M. Kimurwa Ms. Patricia Kiwanuka
      Ms. Beverley Spencer-Obatoyinbo Mr. Jonathan Neil Eggar
      Mr. Shahid Sadiq
      Mr. Federico de Nardis
7. Directors' Remuneration:
8. 1. To approve the Directors' Remuneration Policy as shown in the audited Financial Statements for the year ended 31 December 2021.
   2. To approve the Directors' Remuneration Report as shown in the audited Financial Statements for the year ended 31 December 2021.

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NOTICE OF THE ANNUAL GENERAL MEETING 2022 (Continued)

1. To note that the auditors, Deloitte Kenya, will continue in office in accordance with Section
   721 (2) and 724 of the Companies Act, No.17 of 2015 and to authorize the Directors to
   fix their remuneration for the ensuing financial year in accordance with the provisions of
   Section 724 (1) of the Companies Act 2015.
2. Any other business of which due notice has been received.
   By Order of the Board
   Winniefred Jumba
   Company Secretary Date: 4 May 2022

NOTES

1. WPP Scangroup Plc has convened and is conducting this virtual Annual General meeting in accordance with articles 46.3 (b) and 57.1 of the Company's Articles of Association.
2. Any shareholder wishing to participate in the meeting should register for the AGM online via a link to the AGM Platform or via USSD using short code number *384*041# and following the various prompts regarding the registration process. In order to complete the registration process, Shareholders will need to have their ID/Passport Numbers, which were used to purchase their shares and/or their CDSC Account Number at hand. For assistance, Shareholders should dial the following helpline number: [phone] from 8 a.m. to 4 p.m. on a working day.
3. Registration for the AGM opens on 20 May 2022 at 9:00 a.m. and will close on 26 May 2022 at 11.00 a.m.
4. In accordance with Section 283 (2) (c) of the Companies Act, the following documents are available for viewing on the Company's websitehttps://www.wpp-scangroup.com/: (i) a copy of this Notice; (ii) Copy of the audited Financial Statements for the year ended 31 December 2021.
5. Shareholders wishing to raise any questions or clarifications regarding the AGM may do so by one of the following options:
6. 1. Accessing the Virtual AGM using the sms/email link to the event provided after registration is completed or reconfirmed to access the AGM.
   2. Accessing Virtual AGM viahttps://digital.candrgroup.co.ke; Select Attend Event; Select "WPP ScanGroup Plc AGM"; Select "Q&A" option tab and submit questions in text box provided; or
   3. Accessing the Virtual AGM via SMS by dialing the USSD *384*041# and selecting the option (ask Question) on the prompts;
   4. Sending their written questions by email to digital@ candrgroup.co.ke; or
   5. To the extent possible, physically delivering their written questions with a return physical address or email address to the registered office of the Company at The
      Chancery, 5th Floor, Valley Road or Custody and Registrars Services Ltd at IKM Place, Tower B, 1st Floor, 5th Ngong Avenue; Nairobi or
   6. Sending their written questions with a return physical address or email address by registered post to the Company's address at P.O. Box 34537, GPO 00100, Nairobi.

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