Bamburi Cement : Resolutions Passed at the AGM 16th June 2022

BAMBURI CEMENT PLC

RESOLUTIONS PASSED AT THE 71ST ANNUAL GENERAL MEETING OF THE COMPANY HELD

VIRTUALLY/BY ELECTRONIC MEANS ON 16TH JUNE 2022 AT 2:30P.M.

The meeting being quorate, the shareholders resolved as follows:

ORDINARY RESOLUTIONS

1. DIRECTORS REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2021
   The Report of the Directors and the Audited Financial Statements for the year ended 31st December 2021 were received and considered. The Chairman invited questions from Shareholders on the Directors Report and audited Financial Statements. Shareholders asked questions to which the Chairman, the Managing Director and the Financial Director responded.
   Ruigu George Muniu proposed and Brian Langat Kipkoech seconded the resolution and it was unanimously resolved thatthe Report of the Directors and the audited Financial Statements for the year ended 31 s t D ecember 2021, be and are hereby approved and adopted.
2. DECLARATION OF A FIRST AND FINAL DIVIDEND
   It was proposed by Maina Peter Waweru, seconded by Dr. Daniel Njiru Nyaga and resolved by a majority vote thatthe first and final dividend of KES 3.58 per ordinary share for the financial year ended 31st December 2021, to be paid net of withholding tax on 26th July 2022 to shareholders on the register of members at the close of business on 26th May 2022, be and is hereby approved.
3. DIRECTORS SEEKING RE-ELECTION
4. 1. It was proposed by Michael Otieno Orege, seconded by Wycliffe Mmbwanga Bengo and resolved by a majority vote thatDr John Simba and Alice Owuor who retire by rotation in accordance with Article 111 of the Company's Articles of Association, and being eligible, offers themselves for re-election be and are hereby re-elected as Directors of the Company; and,
   2. It was proposed by Michael Otieno Orege, seconded by Wycliffe Mmbwanga Bengo and resolved by a majority vote thatJohn Stull who retires from office in accordance with Article 116 of the Company's Articles of Association, having been appointed by the Board since the last Annual General Meeting and being eligible, offers himself for re-election be and is hereby re-elected as a Director of the Company.
5. APPOINTMENT OF MEMBERS OF THE BOARD AUDIT & RISK COMMITTEE

It was proposed by Kaaria Christine Mwirigi, seconded by Maoga Geoffrey Bethuel and resolved by a majority vote thatAlice Owuor, Mbuvi Ngunze, Rita Kavashe and Austin A.O. Ouko be and are hereby elected to continue to serve as Members of the Board Audit & Risk Committee.

1. DIRECTORS' REMUNERATION & DIRECTORS' REMUNERATION REPORT
   It was proposed by Gachuru Isaac Wanjohi and seconded by Mutua Joshua Muoo and resolved by a majority thatthe Directors' Remuneration and Directors' Remuneration Report for the year ended 31st December 2021 be and is hereby approved.
2. APPOINTMENT OF AUDITORS AND FIXING AUDITOR'S REMUNERATION
   It was proposed by Monda Kennedy, seconded by Kariuki Christopher Njau and resolved by amajority vote thatMessrs Ernst & Young be appointed as the new auditors of the Company in place of Deloitte and Touche (whose term expires at the end of the meeting) in accordance with Sections 721 and 724 of the Companies Act 2015 and further that the Directors be and are hereby authorized to fix their remuneration.

I hereby certify that the resolutions above were duly passed in accordance with the Company's Articles of Association. The result of the vote on each resolution is attached hereto for reference.

By order of the Board

_______________________

Waeni Ngea

COMPANY SECRETARY

Dated: 17th June 2022

RESULTS OF THE POLL ON EACH RESOLUTION PUT TO SHAREHOLDERS AT THE AGM

Shareholders Registered to Participate:	1,569
Shareholders who attended the AGM:	328
Total Issued Shares:	362,959,275
Total Number of Shares held by Shareholders who registered:	288,262,638

Following are the polling results for all the resolutions put forward for determination to the shareholders attending the 71st Annual General Meeting of Bamburi Cement PLC held virtually on 16th June 2022 at 2.30p.m. ALL RESOLUTIONS WERE PASSED.

RESOLUTION

VOTING RESULTS

FOR

AGAINST

ABSTAIN

1.

To receive, consider and if

287,754,769

99.99%

0

0.00%

25,435

0.01%

approved, adopt the Company's

Audited Financial Statements for

the year ended 31 December

2021 together with the reports of

the Chairman, Directors and

Auditors thereon.

2.

To approve a first and final

287,763,906

99.99%

15,733

0.01%

565

0.00%

dividend of KES 3.58 per ordinary

share for the financial year ended

31 December 2021, to be paid net

of withholding tax on 26 July 2022

to Shareholders on the Register of

Members as at the close of

business on 26 May 2022.

3.a

In accordance with Article 111 of

the

Company's

Articles

of

Association,

the

following

Directors retire by rotation, and

being eligible offer themselves for

287,533,696

99.92%

8,450

0.00%

238,058

0.08%

re-election: Dr John Simba and

Alice Owuor

3.b

In accordance with Article 116 of

the

Company's

Articles

of

Association, the following Director

having been appointed by the

Board since the last Annual

General Meeting,

retires

from

office

and

being eligible,

offers

287,503,922

99.91%

21,601

0.01%

236,348

0.08%

himself for re-election: John Stull

4.	Pursuant 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:
	a)	Alice Owuor			287,523,273			99.92%			3,950			0%			243,648			0.08%
	b)	Mbuvi Ngunze			287,334,067			99.85%			189,355			0.07%			238,449			0.08%
	c)	Rita Kavashe			287,526,773			99.92%			250			0%			234,848			0.08%
	d)	Austin A.O. Ouko		287,512,268			99.91%			13,755			0.01%			235,848			0.08%
5.	To approve the remuneration of		287,701,584			99.98%			23,250			0.01%			37,037			0.01%
	Directors and the	Directors
	Remuneration Report for the year
	ended 31 December 2021.
6.	To appoint Messrs. Ernst & Young
	as the new auditors of the		287,721,823			99.99%			11,858			0.00%			28,190			0.01%
	Company in place of Deloitte and
	Touche (whose term expires at
	the end of this meeting) in
	accordance with Sections 721 and
	724 of the Companies Act 2015
	and to authorize the Directors to
	fix their remuneration.

The above polling results were provided by the Company's Share Registrar, C&R Group Limited.

_______________________

Waeni Ngea

COMPANY SECRETARY Dated: 17th June 2022