27th Annual General Meeting

NOTICE TO ALL SHAREHOLDERS

Notice is hereby given that, the 27^th Annual General Meeting of Utumishi Investment Ltd
will be held at Ufungamano House, Mamlaka Road, Nairobi on Wednesday, 9th September 2026 starting at 8.00 a.m to conduct the following business.

Shareholders should submit their Agenda 14 days before the date of the meeting.

AGENDA

1. Notice.
   To read the notice convening the meeting and confirm the quorum;
2. Previous Minutes.
   To consider and adopt the Minutes of the 26^th Annual General Meeting and consider matters arising therefrom;
3. Chairman’s Report.
   To receive the Chairman’s Report;
4. Audited Accounts.
   To receive, consider and if thought fit, adopt the Audited Accounts for the year ended 31st December 2023, 31st December 2024 and 31stDecember 2025 together with the Directors’ and Auditors’ Reports thereon.
5. Dividends and Debenture Interest.
   To note the Directors recommendation of payment of dividend and Debenture interest for the year ended 31st December 2023, the year ended 31st December 2024 and 31st December 2025 respectively.
6. Remuneration.
   To approve the Directors remuneration as provided in the Audited Accounts for the year ended 31st December 2025.
7. Auditors.
   To note the appointment of Auditors and to authorize the Directors to fix their remuneration.
8. Special Business
   1. In accordance with Section 53 of the Companies Act 486 to change the name of the Company to Utumishi Investment PLC.
   2. Notice Of General Meetings.
      The Company shall give notice of a general meeting either in hard copy form, in electronic form (including via visual telecommunication modes and short message services), by means of a website (in accordance with section 282 of the Act); or partly by one such means and partly by one or more of the other such means.
   3. General Meetings.
      The Company shall, in each year, hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it. The Company shall hold annual general meetings and other general meetings as follows: (a) (b) (c) a physical meeting at such time and place as the Board shall appoint; a virtual meeting using electronic means (such as video-conferencing and tele- conferencing) and at such time as the Board shall appoint; or a hybrid meeting comprising a partly physical meeting and a partly virtual meeting as set out in paragraphs (a) and (b) above. Save for physical general meetings under paragraph (a), attendance by a member via electronic means shall be sufficient for all intents and purposes of the relevant general meeting.
   4. Dividends
      1. Method of Payment.
         The Company may pay any dividend, debenture interest or other sum payable in respect of a share in cash or by direct debit, bank transfer, cheque, dividend warrant, or money order or by any other method, including by electronic means and mobile money transfer system, as the Board may consider appropriate.
      2. Unclaimed Assets.
         If dividends, debentures or other sums payable in respect of shares remain unclaimed for a period of three (3) years after the date on which they became due for payment, such dividends or sums shall be dealt with in accordance with the provisions of the Unclaimed Financial Assets Act, 2011 and as amended from time to time. Upon remittance of such funds to the Unclaimed Financial Assets Authority (UFAA), the Company shall cease to be liable to the Member or their estate for the relevant unclaimed asset.
9. Re-election of Retiring Directors.
   In accordance with Articles 85 of the Company’s Articles of Association three Directors will retire and being eligible, offers themselves for re-election.
10. To approve buying back of Company’s Ordinary shares and Debenture shares at par value.
11. Any other business.
    To deal with any other business of which due notice has been given.

By the order of the Board

GRACE WANJOHI
COMPANY SECRETARY

NOTE

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a Member of the Company.
2. Shareholders should submit their Agenda 14 days before the date of the meeting through the Honourable Secretary email addresses utumishi2009@yahoo.com or info@utumishiinvestment.com
3. Shareholders should bring with them their Utumishi membership Card or Utumishi share certificate and national identity card.