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47 th Annual General Meeting

47 th Annual General Meeting. At Two Rivers, Limuru Road. AUGUST 29, 2014. AGM Program. 1. 2. 3. 4. 5. Welcome , Prayer & General Information Introduction of Directors Notice of the Meeting Confirmation of minutes Ordinary Business Special Business AOB. General Information.

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47 th Annual General Meeting

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  1. 47th Annual General Meeting At Two Rivers, Limuru Road AUGUST 29, 2014

  2. AGM Program 1 2 3 4 5 Welcome , Prayer & General Information Introduction of Directors Notice of the Meeting Confirmation of minutes Ordinary Business Special Business AOB

  3. General Information • Fire escape • First Aid • Washrooms • Water points • Help desk - Shareholder queries – CDSC and C&R • Security • Lunch • Details

  4. AGM Program 1 2 3 4 5 Welcome , Prayer & General Information Introduction of Directors Notice of the Meeting Confirmation of minutes Ordinary Business Special Business AOB

  5. Board of Directors • Managing Director of UAP Holdings • Has over 40 years business experience in senior management positions • Has vast industry and board experience encompassing Financial Services, Bottling and Real Estate Sector James Muguiyi Chairman (Non-Executive) • Has over 10 years investment management experience • Has led and closed multiple transactions across Sub-Saharan Africa • Specialist in deal Sourcing and Structuring James Mworia CEO (Executive) • Director, School of Accountancy of Strathmore University • Specialist in governance and financial management • Has extensive and experience spanning over 40 years Dr. James McFie Deputy Chairman (Non-Executive) • Executive Director of ICDC • Specialist in strategy and financial management • Has extensive and varied business experience spanning over 15 years Peter Kimurwa (Non-Executive Director) • Founder and Principal of Scion Real Estate • Has over 15 years experience in corporate law and finance, property development and investment and training • Specialist in property, urban development, telecommunications, transport and financial services Laila Macharia (Non-Executive Director) (Real Estate Subsidiaries) 2

  6. Board of Directors... Cont’d Margaret Byama (Non-Executive Director) • Chief Finance Officer in the Ministry of Trade • Has over 20 years experience in Public Service • Specialist in Public Finance management • Founder and Director of Cassia Capital • Has over 15 years business experience in Financial Services • Specialist in Corporate Finance, Private Equity and Real Estate Imtiaz Khan (Non-Executive Director) Henry Njoroge (Non-Executive Director) • Chief Executive Officer of Xtranet Communication • Has over 20 years business experience • Entrepreneur and specialist in the ICT industry • Renown Industrialist • Has over 40 years business experience • Has vast industry and board experience in Financial Services, Industrials, Media and Real Estate Christopher Kirubi (Non-Executive Director) 3

  7. AGM Program 1 2 3 4 5 Notice of the Meeting Confirmation of minutes Ordinary Business Special Business AOB

  8. AGM Notice – Page 14 & 15 of Annual Report • Confirmation of Quorum and Secretary to Read the Notice • Confirmation of Minutes of the 46th Annual General Meeting held on Friday, 18 October 2013 • Ordinary Business: (i) Report of Auditors, Directors and Approval of Financial Statements (ii) Remuneration of Directors (iii) Re-election of Directors (iv) Appointment and Remuneration of Auditors • Special Business Ratification of Subsidiaries and Related Companies 5. Any Other Business

  9. AGM Program 1 2 3 4 5 Notice of the Meeting Confirmation of minutes Ordinary Business Special Business AOB

  10. 2. To confirm minutes of the 46th AGM

  11. AGM Program 1 2 3 4 5 Notice of the Meeting Confirmation of minutes Ordinary Business Special Business AOB

  12. 3. Ordinary Business • Report of the Directors & Auditors • Remuneration of Directors • Election of Directors • Appointment and remuneration of Auditors i ii iii iv

  13. 3 (i) a. To receive the Chairman's report

  14. Executive Summary • OUR 2009/14 STRATEGY – We delivered on the strategy • We delivered a return market beating returns across the strategic period • We grew the value of Centum’s portfolio by Kshs 23.4 Billion from Kshs 5.9 Billion to 29.3 Billion and third party funds by Kshs 117 Billion from Kshs 6 Billion in 2009 • We have progressively increased our exposure outside of Kenya from less than 1% to 19% at the close of the strategy period. The 19% represents assets of Kshs 5.3 Billion • Our understanding of a strong brand is one that consistently delivers to promise through people • Maintained our portfolio costs at below 2.3% of assets under management over the period well below the strategic ceiling of 2.5%.

  15. Executive Summary • WHAT HAVE WE ACHIEVED IN 2013/2014? • Operating Environment • 2013 General Election • Stable operating environment and investor confidence • Awards Won • Financial Reporting Excellence (FiRe) Awards 2013 – Overall winner • Champions of Corporate Governance – 1st Runners up Finance & Investments • Wharton Club of Africa – CEO of the Year • Acquisition International Awards – East Africa Investment Business of the Year

  16. Executive Summary • WHAT HAVE WE ACHIEVED IN 2013/2014? • Service Subsidiaries • Athena Properties Limited • Nabo Capital (formerly Centum Asset Managers) • Centum Business Solutions (formerly Centum Shared Services Limited) • Genesis Kenya Investment Management Ltd – Acquired in the year.

  17. Executive Summary • WHAT NEXT FOR YEAR 2014/19? • Launch new strategic plan for 2014-2019 • Sector focus – FMCG, Financial Services, Real Estate, Energy, Health, Education, Agriculture and ICT • Our 2014/19 strategy: • Deliver market beating annualized returns of over 35% per year • Focus on the 8 sectors • Scale up total assets to Kshs 120 Billion and total Assets Under Management (AUMs) to Kshs 720 Billion • Build Centum brand through delivering through people and develop sector expertise • Maintain costs below 2.0%

  18. Board Changes • Appointment of Dr. James McFie • Director, School of Accountancy of Strathmore University • Specialist in governance and financial management • Has extensive and experience spanning over 40 years • Resignation of Robert Bunyi • Remains a director in Centum subsidiaries

  19. Appreciation • On behalf of the Board, we would like to record our sincere appreciation to: • Shareholders for continued support; • Board and Management teams of our investee companies for without whom we not have achieved the good performance; and • Fellow Board Members and The Management team for their contribution towards execution of the strategy and urge all to redouble their efforts • We look forward to even greater successes in the coming year

  20. 3 (i) b. To receive the CEO's report

  21. Private Equity Executive Team • James Kaguchia, • Ag. Director Private Equity (CPA) • Over 10 years operational experience, 4yrs CEO experience (Kewberg) • Specialization: Turnarounds, post acquisition change management, strategic planning & business expansion • Job Muriuki, • Principal (CFA) • Over 5 years international investment experience • Deals: Acquisition of Platcorp Holdings, Bottler consolidation, Longhorn exit • Board Directorships: Rift valley Bottlers, AON, Longhorn, Platinum

  22. Athena Properties Executive Team • Graeme Reid – Managing Director • A Lawyer by profession with over 20 years experience in project management delivery of commercial mixed use developments. • He was the first Chief Executive Officer of the Johannesburg Development Agency • He was the Executive Director of the consultancy Urban Places Africa providing services to the public and private sectors on a range of large scale, mixed use and mixed income developments • Chris Ochieng – Deputy Managing Director • Over 10 years experience in delivery of mixed use developments comprising of Infrastructure, Residential, Sports, Retail, Commercial and Hospitality developments from inception through to completion in the Middle East and Africa. • He is a specialist in project development planning. • He holds a BSC. in Civil Engineering from Egerton University, • He is a Certified Project Management Professional (PMP).

  23. Nabo Capital Executive Team Teresia Muthoni, Investment Products Manager (MBA) • Over 5 years experience in risk management with an emphasis on portfolio & operational risk • Holds a BSC Actuarial Science and is a member of Professional Risk Managers • Pius Muchiri, Managing Director (MBA) • Over 10 years combined experience in investment and accounting • Experience in Sub-Saharan Africa Equities and Fixed Income markets

  24. Genesis Kenya Executive • Charles Ogalo – Chief Executive Officer • Over 32 years combined experience in investment and banking • He served in key senior positions at Kenya Commercial Bank (KCB) with his last posting as Chief Manager, Correspondent Banking and International Trade Finance. • Holds a Bachelor of Economics degree

  25. Centum Business Solutions Executive Team • Risper Mukoto, • Director Finance & Operations (FCCA, CPA) • Responsible for the overall delivery of Centum Business Solutions (CBS), which provides non investment related business solutions to the Group. • She is a member of Institute of Certified Public Accountants (ICPAK) and a Fellow of the Association of Certified Chartered Accountants (FCCA). • She holds a Bachelor of Arts Degree in Business Management from Moi University and an MBA from the United States International University-Africa (USIU-A). Fred Murimi, Director Corporate Affairs& Company Secretary (CPA, CPS) • He has over 10 years experience in Legal and Compliance management in the capital markets industry • Previously worked for Renaissance Capital and Tatu City as Vice President – Legal & Compliance as well as with the CMA as a Senior Compliance Officer. • Holds a Bachelor of Laws degree from University of Nairobi and an MBA from United States International University - Africa (USIU).

  26. Strategy: we delivered to promise 2009-2014 Strategic themes 2014 Position • KES 1,000 invested on 1st Apr 09’ was worth KES 4,340 as at 1st Apr 14’ and KES 5,664 as at 28th Aug 14 • Grown market capitalization by KES 18.7 Billion representing 334% growth over the period. • Total NAV Return of 291% against NSE 20 Return of 75% Constantly deliver market beating returns 1 PERFORMANCE 3 GROWTH Diversify by geography and asset class 4 BRAND DIVERSIFICATION 2 COSTS 5 • 19% of the portfolio is outside Kenya • 49% in Private Equity, 17% in Quoted Private Equity and 34% in Real Estate Grow AUM to KES 30Billion by 2014 • Total Assets under Management at KES 147.2Bn • Centum Portfolio value at KES 29Billion Deliver through people • Centum has consistently delivered to promise through a highly qualified team. • Centum has continued to attract and retain top talent within the organization. Maintain costs below 2.5% of AUM • Costs closed at 1.5% in 2014. • Costs maintained below 2.3% of AUM over the period

  27. WHAT DID WE DO IN YEAR 2013/14? • PERFORMANCE • In the year: Grew the book value of Shareholder wealth by KES.6.8 Billion, a NAV growth of 42% • Over the Strategy period: Grew the book value of shareholder wealth by KES 17Billion, a 291% growth • Cumulatively outperformed the NSE 20 share index by 216% over the 5yrs • The share price increased by 83% from KES 19.90 to KES 36.50; a growth in market capitalization of KES 12 Billion to KES 24.3 Billion

  28. WHAT DID WE DO IN YEAR 2013/14? • COMPANY FUNDING • Increased our group overdraft facility with Co-operative Bank from Kes. 1 Billion to KES 2 Billion in addition to KES 5.25 Billion Project Financing for the Two Rivers Mall • Improvement in the Company’s Credit Rating from A1-(short term) A-(long term) to A1(short term) A(long term)

  29. WHAT DID WE DO IN YEAR 2013/14? • BRAND-GROW OUR PEOPLE • GT 2014: • Out of 3,000 applicants we recruited 22 Management Trainees in 2014 up from 10 in 2013 • Increased exposure for the trainees with a 6 months secondment to South Africa

  30. WHAT DID WE DO IN YEAR 2013/14? • BRAND-GROW OUR PEOPLE • A shift in how we do business from cost to profit centres with ALL Heads of Departments in-charge of delivery of profit from respective businesses

  31. WHAT DID WE DO IN YEAR 2013/14? • Private Equity • PE portfolio had a gross return of 45% amounting to KES.3.9 Billion • Value increased from Kes.4 Billion (2009) to Kes.14.1 Billion (2014) • Investment activity: • Increased our shareholding in Almasi • Ventured into new sectors- Power, FMCG, Agribusiness

  32. WHAT DID WE DO IN YEAR 2013/14? • Quoted Private Equity • QPE portfolio had a gross return of 35% amounting to Kes.1,753 Million • Begun operations as a licensed Fund Manager also registered as a REIT Manager, and Pension fund manager • Acquisition of 73.35% in Genesis Kenya Investment Management which is the second largest Pension Fund Manager in Kenya with over KES 100 Billion in assets under management

  33. WHAT DID WE DO IN YEAR 2013/14? • Real Estate & Infrastructure • RE&I portfolio had a gross return of 84% amounting to Kes.2,062 million • Portfolio valued at KES 10.3 Billion • Two Rivers Update • Secured KES 6.6 Billion investment for 42.8% equity in Two Rivers • Secured KES 5.25 Billion in debt financing from Co-operative Bank for the mall • Construction of Infrastructure for Phase 1 on schedule for commissioning in June 2015 • Construction of Retail Mall on schedule for opening in October 2015 • Carrefour – Two Rivers Mall’s anchor tenant

  34. WHAT DID WE DO IN YEAR 2013/14? • Real Estate & Infrastructure • Pearl Marina - Acquired additional land to bring the total land to 361 acres and commencement of construction of Phase 1 Residential Villas to commence. • Investment in Broll East Africa in partnership with Brollwho are South Africa´s leading multi-disciplinary property services company on commercial, retail, industrial and investment property.

  35. Strategy 2014/19 Objectives • Generate 35% annualized return on book value per share • The projected NAV per share to grow from KES 34.47 to KES 155 by March 31, 2019 1 PERFORMANCE • To grow Total Assets of the company from KES 29 Billion to KES 120 Billion by 2019 • To grow Total Asset under Management from KES 147 Billion to KES 720 Billion by 2019 GROWTH 2

  36. Strategy 2014/19 Objectives-How shall we achieve this? Focus on 8 sectors, where we shall build capacity and develop investment grade opportunities

  37. Strategy 2014/19 Objectives-How shall we achieve this? Focus on 8 sectors, where we shall build capacity and develop investment grade opportunities

  38. Appreciation • We are grateful for your continued support and believe that you will continue to support your Company, Board and the Management team as you have done in the past

  39. 3 (i) (c). Report of the Auditors and to adopt and approve the accounts for the year ended 31 March 2014

  40. Group Statement of Comprehensive income – Pg 92 23% increase in PBT, 22% increase in PAT

  41. Group Statement of Financial Position – Pg 94 56% growth in total assets as at 31 March 2014

  42. Cash flow Statement – Pg 100 *Dividend paid relates to unclaimed dividends paid in the year and dividends paid to non-controlling interest in subsidiaries

  43. Q and A

  44. 3. Ordinary Business i • Report of the Directors & Auditors • Remuneration of Directors • Election of Directors • Election of Directors over the age of 70 • Appointment and remuneration of Auditors ii iii iv v

  45. Remuneration To To approve the remuneration of the directors for the year 2014/15 Refer to Note 32 (iii) on Page 148

  46. 3. Ordinary Business i • Report of the Auditors & Directors • Remuneration of Directors • Election of Directors • Election of Directors over the age of 70 • Appointment and remuneration of Auditors ii iii iv v

  47. Election of directors

  48. Election of directors RESUME OF DR. JAMES McFIE

  49. 3. Ordinary Business i • Report of the Auditors & Directors • Remuneration of Directors • Election of Directors • Appointment and remuneration of Auditors ii iii iv

  50. Appointment and remuneration of Auditors

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