Parties

Party	Contacts
Arrangers / Placing Agents	Absa Securities Limited and Absa Bank Kenya PLC
Sponsoring Stockbroker	Absa Securities Limited
The Paying Agent and Registrar	Image Registrars Limited
Note Trustee	MTC Trust & Corporate Services Limited
Legal Counsel	Coulson Harney LLP (Bowmans Kenya)
Reporting Accountant	PricewaterhouseCoopers LLP

Terms and Conditions

1 Authorization

The issue of Notes of up to Kenya Shillings forty billion (KES 40,000,000,000) within the Republic of Kenya by the Issuer was duly authorised pursuant to a resolution of the Board of Directors passed on [●].

2 Governing Documents

The statements in these Terms and Conditions include summaries of, and are subject to, the detailed provisions of the Agency Agreement and Trust Deed. The Noteholders are deemed to have notice of all the provisions of the Agency Agreement and Trust Deed, copies of which are available for inspection at:

The registered office of the Issuer
The specified offices of the Fiscal and Calculation Agent
The Registrar and the Note Trustee offices

Electronic versions of the Agency Agreement and the Trust Deed are also accessible for viewing and download via the online platform established by the Issuer in connection with the issuance of the Notes.

3 Definitions

The expressions "Fiscal and Calculation Agent" and "Registrar" shall include any successor Fiscal and Calculation Agent and Registrar appointed pursuant to the Agency Agreement. The expressions "Note Trustee" shall include any successor Trustee appointed pursuant to the Trust Deed.

4 Interpretation

Unless otherwise indicated or unless the context clearly requires a different interpretation, terms and expressions used in these Conditions but not defined herein shall have the meanings ascribed to them in the Agency Agreement or the Trust Deed.

5 Supplemental Terms

These Conditions may be supplemented or varied by the relevant Pricing Supplement, which may also set out additional terms and conditions that shall prevail over or modify these Terms and Conditions to the extent specified, solely in relation to the relevant Tranche of Notes.

The Pricing Supplement may also introduce defined terms as may be agreed between the Issuer and the Fiscal and Calculation Agent in relation to any specific Tranche of Notes issued under the Programme.

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Important Notice

By proceeding with this application, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

Parties

Physical Form

FORM OF RENUNCIATION