Bamburi Cement : Board 2023 AGM Minutes

BAMBURI CEMENT PLC

MINUTES OF THE 72ND ANNUAL GENERAL MEETING OF THE COMPANY HELD VIRTUALLY THROUGH THE C&R GROUP VIRTUAL AGM PLATFORM ON THURSDAY, 15TH JUNE 2022 AT 2.30 P.M.

PRESENT:
Directors:
Dr. John Simba	-	Chairman
Mohit Kapoor	-	Group Managing Director
Eugene Antera	-	Group Finance Director
Jean-Michel Pons	-	Managing Director, Hima Cement
Austin Ouko	-	Non-Executive Director
Alice Owuor	-	Non-Executive Director
Dr. Helen Gichohi	-	Non-Executive Director
Rita Kavashe	-	Non-Executive Director
Mbuvi Ngunze	-	Non-Executive Director
Rajesh Surana	-	Non-Executive Director
Sonal Shrivastava	-	Non-Executive Director
Waeni Ngea	-	Company Secretary

Shareholders:

Shareholders present in person: 321 - see attached Annexure 1

Shareholders present via proxy: 9 - see attached Annexure 1

IN ATTENDANCE:

Denis Mugisha	-	Ernst & Young LLP, Auditors
Kevin Wakwaya	-	Rachier & Amollo LLP, Legal & Compliance Auditor
Kerry-Ann Makatiani -	C&R Group, Share Registrar
Muhoya Chege	-	C&R Group, Share Registrar

1. CHAIRMAN'S REMARKS
   The 72nd Annual General Meeting commenced with opening remarks from the Chairman who then proceeded to introduce members of the Board and the Company's key partners present. He also noted the presence of the Company's management.
2. CONFIRMATION OF A QUORUM
   The Company Secretary tabled the proxies received and confirmed that a total number of 1,712 shareholders holding 305,929,613 shares whichrepresented 84.29% of the issued shares had registered to participate in the virtual AGM. The meeting was deemed properly convened and constituted.

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1. NOTICE CONVENING THE MEETING
   The Company Secretary confirmed that the notice convening the meeting was published on 19th May 2023 in the local dailies and Company's website as required. The notice was taken as read.
2. DIRECTORS REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2022
   The Report of the Directors and the Audited Financial Statements for the year ended 31st December 2022 which were contained in the integrated Annual Report availed on the
   Company's website were received and taken as read.
   Group Managing Director's Presentation
   Mr. Mohit Kapoor briefly took shareholders through the Company's business activity and performance highlights.
   He pointed out that the Company focused on five areas during the year as follows:
3. • Promotion of Professionalism in the construction sector;
     The Company engaged over 1 million end-users such as builders, contractors and homeowners to discuss issues such as Demystifying real and perceived complexities of building, Professional construction practices and Product benefits and applications at various stages. These conversations were held in various digital platforms, together with product demonstrations and on-site and in-class training.
   • Production Innovation

In 2022 the Company launched TectorCeram - a ready-to-use dry mortar product range in Kenya and Uganda. The Company also launched Eco-labeled 4 Cement brands in Kenya and these brands have achieved more than 30% less carbon emission.

• Partnership with Large Contractors in construction of major infrastructural projects The Company supplied Cement to numerous infrastructure and building projects within the region such as Dongo-KunduBypass, Makupa Causeway Bridge, Entebbe Airport Expansion Project, Railway Line from Namave to Tororo, Kikagati Hydro Dam, Kampala- Mpigi Expressway Project and Achwa Hydro Dam.
• Sustainability Goals, and Social Initiatives,

The MD reiterated the Company's commitment and actions taken by the company in achieving the sustainability goals on Climate Change, Circular Economy, Nature and Bio- Diversity, People and Human Rights, Sustainable Procurement, Customer, Product & Innovation and Business Ethics and Compliance.

The Company also took up Community-centered Corporate Social Initiatives (CSI) such as a donation of KES 10M in education scholarships to over 155 Students in 8 Regions in Kenya & Uganda; donated KES 2M to improve infrastructure for schools e.g. paved Kilimani Primary School Visually Impaired Unit; Cleaned up over 1700kg of solid waste from Mtopanga River and Care was provided for over 3500 Children and over 1500 mothers Under the Mother Child Health & HIV program.

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• Human Rights & Stakeholder Relations

On Human Rights and Stakeholder Engagements the Company Conducted Human Rights Impact Assessments for cement plants in Kenya, engaged County Government and local community on Matuga project and also the National Government, Trade Associations on policies impacting business.

Financial Performance

The MD reported that the year 2022 was challenging for the Company and the overall turnover was rather flat despite the market construction that was experienced during theelection period in the second half of the year and there was also industrial disruptions in Uganda in the 1st Half of the Year. The Operating Profit was also adversely affected primarily due to high cost of raw materials, inflation and disruptions in the global supply chain. The margins were therefore affected and the increase in cement prices was not able to cushion the business against the adverse effects. In regard to dividend payment, the Company as a principle always endeavors to pay the total EPS to the Shareholders as dividends and that is what will be paid.

The future of the Company is however bright despite the continuing challenging macroeconomic environment. The Company's stable industrial performance and better cost management initiatives are helping in steering the Company in the right direction. The Company has taken the relevant steps to reduce the power costs by investing in the Solar Power Plant Project and is making the necessary steps to enhance its capacity on the expansion of the business.

Independent Auditors Report

Mr. Denis Mugisha was invited to read the Auditor's report to the Shareholders. He confirmed that Ernst & Young LLP audited the financial statements for the Company and its subsidiaries. In their opinion, the financial statements gave a true and fair view of the Company's financial position as at 31st December 2022 in accordance with International Financial Reporting Standards and the Kenya Companies Act 2015.

On other legal and regulatory requirements, he confirmed the auditable part of the financial statements was properly prepared in accordance with the Kenyan Companies Act, 2015. In view of the above, the auditors had issued an unqualified audit opinion.

Mr. Kevin Wakwaya was also invited to read the Legal & Compliance Auditor's report to the Shareholders. He confirmed that the Company is Largely Compliant as specified in the Annual Report.

The Chairman invited questions from Shareholders on the Directors Report and Audited Financial Statements to which the Group Managing Director, the Group Finance Director, Company Secretary and he himself would respond. Questions received prior to the AGM as well as some live questions (via the zoom link and toll free line) were responded to as follows:

1. Shareholders Patrick Chegeh Ngangah and Otieno David Henry wanted to know
2. • Why reduce dividends?

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• What is the dividend and when will it be paid?

The Group Finance Director responded by first clarifying that the dividend per share proposed reflects the Company's performance and resilience in light of the challenging business environment in the year ended 2022. Turnover declined on account of decrease in government spending on infrastructure projects, suppressed consumer purchasing power, and stunted private sector credit growth. This was exacerbated by market challenges from the month of May-September 2022 due to Kenya's General Elections.

The Company recommends payment of a first and final dividend of KES 0.75 per ordinary share net of withholding tax, on or about 27th July, 2023. This is subject to your approval today at this meeting.

1. Shareholder Kaaria Christian Mwirigi asked the following questions:
2. • How does the Company plan to mitigate business operations and profits from the imported clinker excise duty rise to 20%?
   • Secondly against the rise on grid electricity costs that have risen by at least 40%?
   • Lastly, can the Company pursue solar energy and recycling to reduce energy cost and enhance ESG practice?

The Group Managing Director pointed out that the Company continues to pursue and implement innovative solutions to reduce its operating costs and optimize on efficient utilization of its available resources and assets. The Company remains optimistic about the growth of the EAC cement manufacturing sector and continues to reassert its presence in the market. Sustainability is at the core of our strategy. As such we are continuously evaluating alternative sources of energy in a bid to operate more sustainably and reduce operating costs. To that end, the Company is putting up 2 solar plants - adjacent to Mombasa Plant and Nairobi Grinding Plant to provide electrical energy in the near future.

1. Shareholder John Kamau asked the following questions:
2. • What is the succession planning and protocol at Bamburi as it is crucial for the survival and innovation?
   • How long in your projection will it take before shareholders see results from the awakened awareness from these new products?

The Group Managing Director specified that one of the key strengths of the Group is the strong Human Resources system that the Company has and succession planning is something that is inherently built into the organisation in terms of merit. He further specified that the push is to ensure that there is always a candidate in an emergency situation. At the same time, there are two or more potential succession candidates available. The Company is benefiting from this whole Human Resources process that it has in the organisation. A case in point is starting with his appointment as the CEO. He specified that he has been part of the group and served the organisation while Seddiq has also moved to a role within the organisation as part of the process. The CFO appointed is an internal candidate who has been given an opportunity and the Company has many examples that showcase the inherent strength of this succession planning in the organisation. The amount

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of talent observed in the Kenyan context in Bamburi is very commendable. This market is full of a lot of potential candidates that can serve an organisation like Bamburi.

He further specified that he has met many customers and retailers in the market and he is impressed with the knowledge they have of the products as well as the brand equity the Company enjoys. For instance the Nguvu brand has great brand equity in the market, while Fundi brand is being more and more consumed. The Maskani program to the end user is impressive too. The products continue to have a great impact and the positive trend is encouraging.

The Chairman then closed the Q&A session.

Ordinary Business

The Chairman advised Shareholders that the resolutions put to the vote at the meeting would be passed by a poll after being read by the Company Secretary. Shareholders would be given a few minutes at the end of the meeting to complete voting after which the results would be announced. The results would also be published on the Company's website www.lafarge.co.kewithin 24 hours of the meeting.

The Company Secretary read the ordinary resolutions as contained in the notice together with the names of Shareholders who had proposed and seconded the same. She also informed Shareholders on the process of voting through the available channels and handed back to the Chairman.

The Chairman proceeded to seek Shareholder proposals to approve and adopt the financial statements for the year ended 31st December 2022.

Macharia Isaac Geoffrey Munuhe proposed and Mwangi Isaac seconded the resolution and it was unanimously resolved thatthe Report of the Chairman, Group Managing Directors, and the Audited Financial Statements for the year ended 31 s t December 2022, be and are hereby approved and adopted.

1. DECLARATION OF A FIRST AND FINAL DIVIDEND
   It was proposed by Muruu Regina Wangui, seconded by Makau Frank Kasini and resolved
   by a majority vote that the first and final dividend of KES 0.75 per ordinary share for the financial year ended 31st December 2022, to be paid net of withholding tax on 27th July 2023 to Shareholders on the register of members at the close of business on 27th May 2023, be and is hereby approved.
2. DIRECTORS SEEKING RE-ELECTION
3. 1. It was proposed by Mutua Petterson Kitoo, seconded by Haji Abdifatah Mohamed and resolved by a majority vote that Jean-MichelPons, Rita Kavashe and Dr Helen Gichohi who retire by rotation in accordance with Article 111 of the Company's Articles of Association, and being eligible, offers themselves for re-electionbe and are hereby re- elected as Directors of the Company; and,
   2. It was proposed by Rungai Joan Kinya, seconded by Maoga Geoffrey Bethuel and

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resolved by a majority vote that Mohit Kapoor, Eugene Antera and Rajesh Surana retire 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, offer themselves for re-election and are hereby re-elected as Directors of the Company.

1. APPOINTMENT OF MEMBERS OF THE BOARD AUDIT & RISK COMMITTEE
   It was proposed by Kariuki Lydia Wangari, seconded by Kimani Stephen Irungu and resolved by a majority vote that Alice 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.
2. DIRECTORS' REPORT & DIRECTORS' REMUNERATION REPORT
   It was proposed by Dera Collins Ochieng and seconded by Kariithi Florence Wawira and resolved by a majority that the Directors' Report and Directors' Remuneration Report for the year ended 31st December 2022 be and is hereby approved.
3. RE-APPOINTMENTOF AUDITORS AND FIXING AUDITOR'S REMUNERATION It was proposed by Geoffrey Bethuel Maoga, seconded by Mwaura Hannah Wanjiru and resolved by a majority vote that Messrs Ernst & Young be re-appointedas the auditors of the Company 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.
4. ANNOUNCEMENT OF RESULTS
   The results of the poll on each resolution were displayed via the live AGM platform for Shareholder noting. The Company Secretary announced that all ordinary resolutions put to the meeting were passed. The breakdown of the votes received would be shared via the Company's website www.lafarge.co.kewithin 24 hours of the meeting.
5. END OF PROCEEDINGS
   There being no other matters on which notice was received, the Chairman declared that the business of the 72nd Annual General Meeting was concluded and closed the meeting by thanking Shareholders for their participation.

The meeting closed at 3:30p.m.

___________________________________________________

Confirmed as a true record and signed below:

Signed by: ……………………………………….. Date: ………………………….

Board Chair

DISTRIBUTION:

• Shareholders
• Directors

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ANNEXURE 1: BAMBURI CEMENT AGM - MEMBER ATTENDANCE

Shareholders Present in Person:

1. Ihiga Mary Anne Karungari
2. Omar Badi Maulidi
3. Kiarie Peter Mwangi
4. Amoko Susan Linda
5. Muigai Edward Mbugua
6. Gitahi Joseph Gituto
7. Bernard Stephen Musyoka
8. Andrew Alex Mutua
9. Mathenge Elizabteh Muringi
10. Kimele Christopher Assumani
11. Karegi Francisca Wanjiru
12. Isaaka Zablon Omwoyo
13. Kimani Samuel Mwangi
14. Nyaga Dishon Ngari
15. Bhoyyo Edith Tuwan
16. Macharia Isaac Geoffery Munuhe
17. Mejjah Timothy Ongaki
18. Kiarie David Mwaura
19. Cornelius Rewel Mkireu
20. Chetalam Charles Kipkemei
21. Muchiri Daniel Kimotho
22. Michino John Wanja
23. Ngugi Catherine Njeri
24. Memia John James Njuguna
25. Mativo Antony Maingi
26. Mumo Peter Mutuku
27. Kihuria Fraciah Wanjiku
28. Sato Lawi Toror Kimutai
29. Ogonya Bradford Odhiambo
30. Masaba Emmanuel Fenswa
31. Kimacia Bernice Mungai
32. Akoth Nelly Caroline Adhiambo
33. Shatry Aysha Shariff Abdulrehman
34. Fisher Simon James
35. Mbugua Teresia Wairimu
36. Owino Monica Atieno
37. Maina Titus Muchiri Mwangi
38. Mwadzombo Patience Koso
39. Kyania Mathews Musyoki
40. Syandete Marrison Wafumbwa
41. Kariuki Jacqueline Wairimu
42. Jowi Mercy Turfosa Akinyi
43. Njuguna Rebecca Wanjiku
44. Biria Mohamed Juma

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1. Lilian Achieng Obira and Jacob Otieno Gumba
2. Ismail Maburuka
3. Ngari Milly Wairimu
4. Gaturu Florence Nkirote
5. Maina Ann Muthoni
6. Mwangi Joyce Waihiga
7. Kibor Sally Jepkorir
8. Warui Jane Ngendo
9. Mwangi David Makumi
10. Cheruiyot Korir Vincent
11. Patrick Cheggeh Ngangah
12. Mbai John Njoroge
13. Addikah Francis Patrick Nyegenye
14. Mbogo Charles Muigai
15. Mwangi Samuel Kamotho
16. Otieno Thomas Onyanya
17. Omulo Sylvia Adhiambo
18. Oloo Tom Otieno
19. Mbogo John Wilson Waithaka
20. Kamau Lydiah Wambui
21. Njoroge Esther Wanjiru
22. Githui Naomi Wanjugu
23. Muruu Regina Wangui
24. Crispo M Motanya
25. Murigi Robert Nduati
26. Warui Keziah Wangari
27. Irungu Ethan Hiram
28. Gachihi Mary Catherine
29. Kinyua Derrick Muturi
30. Ochieng Linet Laktar
31. Hassan Thamuda Omar
32. Patel Kush Yogeshkumar
33. Oraro Oscar Brian Opiyo
34. Sullivan Raymond K
35. Kyule Joyce Mumbua
36. Saningo Mwangi Brian
37. Tuva Douglas Karisa
38. Gachui Rachael Njoki
39. Mucai John Muigai
40. Njau Simon Waweru
41. Kimathi Lisa Gakii
42. Kogei Dan Kiplimo
43. Mukhwami Nelson Mandela
44. Wanyoike Eric Njogu
45. Mwendia Stanley Murimi
46. Kariuki Andrew Peter Kimani
47. Elias Rizwan Mohamed
48. Were Lucy Nyandoya

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1. Shah Deep Rajnikant
2. Kariuki Julius C Nduati
3. Muhia Catherine Igoki
4. Kagwe Winfred Njeri
5. Ndolo Ruth Wanza
6. Ondieki Sylvester Obiri
7. Ayimba Peter Ochieng
8. Onsoti Jeremiah Eric
9. Gathuru Gideon Ngaruiya
10. Ohas Jeffrey Richard Auckland Ondili
11. Sang Evans Kiboit
12. Kiruthu Gaspary Migwi
13. Mwangi Peter Gicure
14. Kimondo Juliet Wambui
15. Wa Karanja Robert Mugo
16. Asewe Sarah Ojuang
17. Nyaga Daniel Njiru
18. Njoroge Charles Kabui
19. Ndirangu Joseph Ngigi
20. Thiuki Wilfred Makutha
21. Wangome Maureen Kagure
22. Gitahi James Karanja
23. Ngunjiri Peterson Ndirangu
24. Biyogo Haron Nyangore
25. Ngarariga James Mwangi
26. Chege Nancy Njeri
27. Chege Eric Kiragu
28. Mureithi Enoch
29. Wanjiru Anne Njoki
30. Gumba Jacob Otieno
31. Ndungu Richard Mwangi
32. Amin Asha Said
33. Vusaka Enoch
34. Ndungu Hannah Nyambura
35. Olang Patrick Ragot
36. Gathaga Peter Mwangi
37. Mugo Joseph Evans
38. Mwathi William Muigai
39. Gitau Martin Mwangi
40. Mureithi Grace Nyawira
41. Andwati Anna Migide
42. Bahit Musa Ibrahim Musa
43. Nyakone Elly Odhiambo
44. Munyugi Emily Kawira
45. Mwasame Henry Wanyonyi and Lusweti Edel Quinn
46. Mutua Joshua Muuo
47. Shah Dipan Mansukhlal Dharamshi and Shah Chetna Dipan Mansukhlal
48. Maina Anderson Waithaka and Maina Titus Muchiri Mwangi And Maina Jason Kabene

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1. Malik Iftakar Ahmed Nazir Ahmed
2. Mithiria Esther Nkatha
3. Doshi Jyotindrakumar Umashanker and Doshi Mridula Jyotindra
4. Ikunyua Careen Naitore And Ikunyua Joy Nkirote
5. Angungu Lennox Ajega
6. Mbindyo Amanda Kanini
7. Okaka Jeremiah Ambwaya
8. Musyoka Joel Kioko
9. Irungu Agnes Nduta
10. Agache Willys Otieno
11. Kiprop Ednah Chebet
12. Kaari Edwin Gitonga
13. Ndege Chris Gachamba
14. Otolo Ruth Phoebe Mghoi
15. Njeru Brian Munene
16. Mwangi Evan Muiruri
17. Mwangi Rose Margret Gathoni
18. Lipesa Alice Mukite
19. Gitau Stephen
20. Adan Abdishukri Abdullahi
21. Brian Langat Kipkoech
22. Towett Debra Chepkemoi
23. Kinuthia Geoffrey
24. Gakono Allan Junior
25. Oribo Amos Osoro
26. Opiyo Selyne Auma
27. Makau John Mbinda and Odeny In Trust Charles Mark
28. Kilungu Denis
29. Karanja John Kamau
30. Kanyereha Juliet
31. Muiruri Esther Wanjiru
32. Kimani Henry Nyoro
33. Kimanga Hellen Bosibori
34. Omulo Lucy Freda Akinyi
35. Mbeva Bernard Olwete
36. Mbarachu Peter Chege and Macharia Esther Wanjiku
37. Oyula Elizabeth Achieng
38. Kamala Alexander Makau
39. Mwanu Maureen Wangeci
40. Ndungu Keneth Muchiri
41. Mutumira Zablon Khatima
42. Getecha Jane Wanja
43. Kedera Caren Nalisi
44. Vugutsa Syllvestre Livono
45. Gitau Edwin Wainaina
46. Kambo Grace Wanjiru
47. Macharia Kenneth Njunge
48. Kinyua Anita Nyokabi

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