Chase Bank (Kenya) Limited

Incorporated in Kenya under the Companies Act (Chapter 486, Laws of Kenya)

(Registration Number C.45983)

Information Memorandum

March 2015

In respect of

Kenya Shillings Ten Billion (KES 10,000,000,000) Subordinated Multicurrency Medium Term Note Programme

This Information Memorandum is issued in compliance with all applicable laws including the Companies Act (Cap 486),

the Capital Markets Act (Cap 485A) and the Nairobi Securities Exchange Listing Manual.

Lead Transaction Advisor & Co-Placing Agent

Co-Arranger & Co-Placing Agent

Co-Placing Agent

Reporting Accountants Legal Counsel

Receiving Bank Registrar

Note Trustee Media & Public Relations

OUR PURPOSE To enable people achieve the things that matter to them most.

OUR VISION To be the Premier Pan African Relationship Bank.

OUR VALUES Be inclusive: Engage with all and embrace diversity. It makes for wholesome experiences.

Keep it Real: Be forthright and truthful. People will trust you more.

Simplify: Keep it simple. Customers will love us for it.

Share the Passion: Live Chase! Let others see it, hear it and feel it.

1 INTRODUCTION

Chase Bank (Kenya) Limited (the “Issuer” or “Chase Bank”), a limited liability incorporated under the laws of Kenya (Cap. 486, Laws of Kenya with registration number C.45983) on the 22nd of August 1995 may offer from time to time medium term notes (“Notes”) under the Multicurrency Medium Term Note Programme described in this Information Memorandum (“Programme”). The aggregate principal amount of Notes outstanding will not at any time exceed KES. 10,000,000,000 (or the equivalent in other currencies at the date of issue). This limit may be increased from time to time. Any such issue will be made pursuant to such documentation as the Issuer may determine. Notes will be issued in two or more Tranches (each a “Tranche”) within two or more series (each a “Series”). Tranches of Notes within a particular Series may have various issue dates, issue prices and interest commencement dates and, in respect of the first interest payment (if any), different interest payment amounts but will otherwise be issued on identical terms and conditions. It is proposed that it will be in tranches with the first tranche of KES. 3Bn with a Green Shoe Option of KES 2Bn being raised in 2015 and the balance within the next three years in various tranches/series. Interest on the Notes of a particular series shall be calculated and paid in accordance with the Terms and Conditions of the

Notes as outlined in the relevant Pricing Supplement.

The Notes, unless previously redeemed, will be redeemed in full in accordance with the provisions of the relevant Pricing

Supplement.

A Pricing Supplement (“Pricing Supplement”) will be issued for each Tranche of Notes issued under a particular Series and will contain details of the aggregate principal amount of the Tranche of Notes and the interest (if any) payable in respect thereof, and the issue price, issue date and maturity date of the Tranche of Notes, together with any other terms and conditions not contained in this Information Memorandum which apply to that Tranche of Notes. Application may be made to list the Notes of a particular Series on the Nairobi Securities Exchange. However, unlisted Notes may also be issued pursuant to the Programme. The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Nairobi Securities Exchange (or any other stock exchange). The Notes will constitute direct, general, unconditional and unsecured obligations of the Issuer which (a) rank pari passu among themselves and (b) are subordinated to the claims of the Senior Creditors. The sale or transfer of Notes by Noteholders will be subject to the rules of the Nairobi Securities Exchange (“NSE”), and where

applicable, the prevailing CDSC Rules and the Terms and Conditions of the Notes. There are currently no other restrictions on

the sale or transfer of Notes under Kenyan law. In particular, there are no restrictions on the sale or transfer of Notes by or to

non-residents of Kenya.

This Information Memorandum has been drawn up in compliance with the requirements of the Kenyan statues and regulations and particularly in accordance with the regulation and requirements of the CMA and the NSE.

2 IMPORTANT NOTICES & DISCLAIMERS

This Information Memorandum includes particulars given in compliance with the requirements of the Companies Act, the requirements of the Capital Markets Act, The Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations 2002, and the NSE listing rules and regulations. This Information Memorandum should be read in conjunction with all documents incorporated herein by reference. The Issuer, having made all reasonable enquiries, confirms that this Information Memorandum contains all information with respect to itself and the Notes to be issued by it which is material in the context of the Notes, that the information contained in this Information Memorandum is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Information Memorandum are honestly held and that there are no other facts the omission of which would make any of such information or the expression of any such opinions or intentions misleading in any material respect. The Transaction Advisor and the other Bond Participants (including the Co-Arranger, Legal Counsel and the Bond Trustee) have relied on information provided by the Issuer herein. The Transaction Advisor and the other Agents and Advisors to the Issue make no representations as to the accuracy or completeness of the information contained in this Information Memorandum. Accordingly, the Transaction Advisor and the other Agents and Advisors to the Issue do not accept any liability or responsibility in relation to information contained in this Information Memorandum. Neither this Information Memorandum nor any other information supplied in connection with the Notes is intended to provide the complete basis of any credit or other evaluation, nor should it be considered as a recommendation by the Transaction Advisor or the other Agents to the Issue that any recipient of this Information Memorandum or any other information supplied in connection with this Note Programme should purchase or subscribe for the Notes. Each investor contemplating purchasing or subscribing for a Note should make an independent investigation of the financial condition and affairs, and appraisal of the creditworthiness of the Company. Investors are advised to consult their professional Advisors before making an investment decision. The delivery of this Information Memorandum does not at any time imply that the information contained herein concerning the Issuer is correct at any subsequent time to the date hereof or that any other information supplied in connection with the Note is correct as of any time subsequent to the date indicated in the document containing the same. No person has been authorized to give any information or make any representation other than those contained in this Information Memorandum and if given or made, such information or representation should not be relied upon as having been authorized by or on behalf of the Issuer, the Transaction Advisor or the other Agents to the Issue. The distribution of this Information Memorandum and the offer or sale of the Notes may be restricted by law to certain jurisdictions. Persons into whose possession this Information Memorandum are cautioned to inform themselves and observe any such restrictions. The Issuer hereby gives an undertaking to the Lead Transaction Advisor and other Bond Participants that if at any time during the duration of the Medium Term Note Program there is a significant change affecting any matter contained in this Information Memorandum the inclusion of which would sensibly be required by investors and would reasonably be expected by them to be found in this Information Memorandum for the purpose of making an informed assessment of the assets and liabilities, financial position and prospects of the Issuer and the rights attaching to the Notes, the Issuer shall prepare an amendment or supplement to this Information Memorandum or publish a replacement Information Memorandum for use in connection with any subsequent offering of Notes. The Issuer shall seek the prior approval of the CMA and the NSE in connection with any proposed amendment or supplement to this Information Memorandum and the Issuer shall, in addition, supply to the Lead Transaction Advisor, Co-Arranger, the CMA, the and NSE in Kenya such number of copies of such supplement to this Information Memorandum or replacement Information Memorandum as the Lead Transaction Advisor, other Bond Participants, the CMA, and the NSE may reasonably require or as may be required to be provided by law. If the terms of the Issue are adapted or amended in a manner which would make this Information Memorandum inaccurate or misleading, a new Information Memorandum shall also be prepared by the Issuer after seeking the approval of the CMA and the NSE.

2.1 RELEVANT APPROVALS

Application has been made to the Capital Markets Authority (“CMA”) for approval of this Information Memorandum and listing of the Notes on the Fixed Income Securities Market Segment (“FISMS”) at the NSE and the CMA has granted the approval. As a matter of policy, the CMA does not assume responsibility for the accuracy of any of the statements made or opinions or reports expressed or referred to in this Information memorandum. Approval by the CMA of the Programme and/or listing should not be taken as an indication of the merit of the Issuer or the Notes. The NSE has no objection to the Issuer listing the Notes on the NSE. The NSE assumes no responsibility for the accuracy of the statements made or opinions or reports expressed or referred to in this Information Memorandum. Admission by the NSE of the Notes on FISMS should therefore not be taken as an indication of the merits of the Issuer or of the Notes. The Central Bank of Kenya has given a letter of no objection for the establishment of the Programme by the Issuer. As a matter of policy, the Central Bank of Kenya does not assume responsibility for the accuracy of any statement, opinions, reports or recommendations made in this Information Memorandum. Approval by the Central Bank of Kenya of the Programme should not be taken as an indication of the merits of the Issuer or the Note.

2.2 CAUTION STATEMENT

A copy of this Information Memorandum has been delivered to the CMA for approval and approval has been granted. A copy of this Information Memorandum has also been filed with the Registrar of Companies in Nairobi for registration in accordance with the Companies Act (Chapter 486, Laws of Kenya). The Directors of the Issuer, whose names and profiles appear in section 7 of this Information Memorandum, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with facts and does not omit anything likely to affect the import of such information. Prospective investors should carefully consider the matters set forth under the Section “Risk Factors” This Information Memorandum has been drawn up in compliance with the requirements of the Kenyan statues and regulations and particularly in accordance with the regulation and requirements of the CMA and the NSE. This document is important and requires your attention. If you are in any doubt as to the meaning of any information contained in this Information Memorandum please consult your investment advisor, stockbroker/dealer, lawyer, accountant, bank manager or other professional advisor on the meaning and impact of the contents of this Information Memorandum, and as to what action to take. The distribution of this Information Memorandum and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum comes are required by the Issuer, the Placing Agent and the Transaction Advisor to inform themselves about and to observe such restrictions. Without restricting the foregoing, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended. Notes may not be offered, sold or delivered within the United States or to US persons. This Information Memorandum does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.

FORWARD LOOKING STATEMENT In addition to the historical information contained in this Information Memorandum, some of the statements appearing in this Information Memorandum may be in the nature of forward looking statements. Such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industry in which Chase Bank operates as well as general economic conditions, currency exchange rates and interest rates. Actual events or results may differ materially. None of Chase Banks officers and advisers and any person named in this Information Memorandum with their consent and any person involved in the preparation of this Information Memorandum, make any representation or warranties (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, except to the extent required by law. ROUNDING For the purposes of any calculations in this Information Memorandum (unless otherwise specified), some numerical figures included have been subject to rounding adjustments. Consequently, numerical figures shown as totals in certain figures may not be an arithmetic aggregation of the figures that preceded them.

2.3 DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated in and taken to form part of this Information Memorandum:

a) all amendments and supplements to this Information Memorandum prepared and circulated by the Issuer from time to

time in accordance with the undertakings given by the Issuer in the Trust Deed dated [………]relating to the Programme

and as further described in the section headed Important Notices and Disclaimers, and Supplemental Information

Memorandum;

b) the audited Annual Financial Statements, and [notes thereto], of the Issuer for the five financial years ended 31

December 2010-2014 as well as the published audited annual financial statements, and [notes thereto], of the Issuer in

respect of further financial years, as and when such become available;

c) the subsequent interim financial statements of the Issuer in respect of further years, as and when such become

available;

d) each Pricing Supplement relating to a Series or Tranche of Notes issued under this Information Memorandum on or

after the Programme Date;

e) all information pertaining to the Issuer which is relevant to the Programme and/or this Information Memorandum

which is electronically submitted to the CMA and NSE;

save that any statement contained herein or in a document which is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Information Memorandum to the extent that a statement contained in any such subsequent document which is deemed to be incorporated by reference herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). The Issuer will, in connection with the listing of Notes on NSE or on such other exchange or further exchange or exchanges as may be selected by the Issuer, and for so long as any Note remains outstanding and listed on such exchange, publish a supplement to the Information Memorandum on the occasion of any subsequent issue of Notes where there has been:

a) a material adverse change in the condition (financial or otherwise) of the Issuer which is not then reflected in the

Information Memorandum or any supplement to the Information Memorandum; or

b) any modification of the terms of the Programme which would then make the Information Memorandum inaccurate or

misleading.

Any such supplemental Information Memorandum shall be deemed to have been substituted for the previous Information Memorandum from the date of its issue. The Issuer will provide, free of charge, to each person to whom a copy of the Information Memorandum has been delivered, upon request of such person, a copy of any of the documents deemed to be incorporated herein by reference, unless such documents have been modified or superseded. Requests for such documents should be directed to the Issuer at its registered office as set out herein.

Legal Advisor's Opinion Mboya Wangong’u & Waiyaki Advocates, the Legal Advisors to the Issuer, have given and not withdrawn their written consent to the inclusion in this Information Memorandum of their legal opinion and the references to their names, in the form and context in which they appear, and have authorized the contents of their letter set out in the appendix of this Information Memorandum. Reporting Accountants' Report Deloitte and Touche, the Reporting Accountants, have given and not withdrawn their written consent to the inclusion in this Information Memorandum of their expert statement and the references to their names, in the form and context in which they appear, and have authorized the contents of their report set out in the appendix of this Information Memorandum. Copies of all documentation incorporated in this Information Memorandum by reference are available at: Chase Bank (Kenya) Limited Central Office Riverside Mews, Riverside Drive P O Box 66049 – 00800 Nairobi, Kenya

3 TABLE OF CONTENTS

1 INTRODUCTION ..................................................................................................................................................................................................4

2 IMPORTANT NOTICES & DISCLAIMERS .....................................................................................................................................................5

2.1 RELEVANT APPROVALS .............................................................................................................................................................................................. 6 2.2 CAUTION STATEMENT ................................................................................................................................................................................................ 7 2.3 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................................................................... 8

3 TABLE OF CONTENTS .................................................................................................................................................................................... 10

4 DEFINITIONS AND ABREVIATIONS ........................................................................................................................................................... 14

5 LIST OF CONTACTS ......................................................................................................................................................................................... 17

6 CORPORATE INFORMATION ....................................................................................................................................................................... 18

6.1 BOARD OF DIRECTORS .............................................................................................................................................................................................. 18 6.2 OTHER CORPORATE INFORMATION ................................................................................................................................................................... 19

7 COMPANY’S STATEMENTS ........................................................................................................................................................................... 21

7.1 CHAIRMAN’S STATEMENT ....................................................................................................................................................................................... 21 7.2 GROUP MANAGING DIRECTOR’S STATEMENT ............................................................................................................................................... 23 7.3 CHASE BANK CEO STATEMENT ............................................................................................................................................................................. 24

8 KEY FEATURES OF THE PROGRAMME ..................................................................................................................................................... 25

8.1 GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................................................................................. 25 8.2 THE PROGRAMME ....................................................................................................................................................................................................... 26 8.3 USE OF PROCEEDS ....................................................................................................................................................................................................... 28 8.4 INDICATIVE TIMETABLE OF EVENTS ................................................................................................................................................................. 29 8.5 FREQUENTLY ASKED QUESTIONS........................................................................................................................................................................ 29

9 KEY INVESTMENT CONSIDERATIONS ...................................................................................................................................................... 31

9.1 TRACK RECORD OF GROWTH ................................................................................................................................................................................. 31 9.2 ROBUST BANKING SECTOR ..................................................................................................................................................................................... 32 9.3 GLOBAL PARTNERS..................................................................................................................................................................................................... 32 9.4 THE CHASE BANK BRAND ........................................................................................................................................................................................ 32 9.5 MANAGEMENT AND GOVERNANCE .................................................................................................................................................................... 32 9.6 MACRO-ECONOMIC ALIGNMENT ......................................................................................................................................................................... 32 9.7 TERMS AND CONDITIONS OF THE NOTES ........................................................................................................................................................ 33

9.7.1 Form and Denomination ..................................................................................................................................................................................... 33 9.7.2 Title ............................................................................................................................................................................................................................... 33 9.7.3 Transfer of Notes .................................................................................................................................................................................................... 33 9.7.4 Status of the Notes ................................................................................................................................................................................................. 33 9.7.5 Financial Covenants of the Issuer ................................................................................................................................................................... 33 9.7.6 Interest ........................................................................................................................................................................................................................ 34 9.7.7 Payments .................................................................................................................................................................................................................... 36 9.7.8 Redemption and Purchase of Notes by the Issuer ................................................................................................................................... 37 9.7.9 Taxation ...................................................................................................................................................................................................................... 38 9.7.10 Prescription ......................................................................................................................................................................................................... 38 9.7.11 Events of Default ............................................................................................................................................................................................... 38 9.7.12 Regulatory Consent ......................................................................................................................................................................................... 40 9.7.13 Trust ....................................................................................................................................................................................................................... 40 9.7.14 Location of Register ......................................................................................................................................................................................... 40 9.7.15 Agents and Specified Offices ........................................................................................................................................................................ 40 9.7.16 Notices ................................................................................................................................................................................................................... 41 9.7.17 Meeting of Noteholders, Modification and Waiver ............................................................................................................................ 41 9.7.18 Governing Law and Jurisdiction ................................................................................................................................................................. 41

10 KENYA ECONOMIC OVERVIEW ................................................................................................................................................................... 42

10.1 KENYA ECONOMIC PERFORMANCE .................................................................................................................................................................... 42 10.1.1 Agriculture and Forestry ............................................................................................................................................................................... 42

10.1.2 Manufacturing .................................................................................................................................................................................................... 42 10.1.3 Transport and Communication .................................................................................................................................................................. 43 10.1.4 Financial Intermediation ............................................................................................................................................................................... 43 10.1.5 Construction ....................................................................................................................................................................................................... 43

10.2 EXCHANGE RATES ....................................................................................................................................................................................................... 43 10.3 INTEREST RATES ......................................................................................................................................................................................................... 44 10.4 INFLATION ...................................................................................................................................................................................................................... 44 10.5 DEBT MARKET UPDATE ............................................................................................................................................................................................ 44

11 BANKING SECTOR OVERVIEW .................................................................................................................................................................... 46

11.1 INDUSTRY STRUCTURE ............................................................................................................................................................................................. 46 11.2 INDUSTRY PERFORMANCE ..................................................................................................................................................................................... 46

11.2.1 Total Assets ......................................................................................................................................................................................................... 46 11.2.2 Loans and Advances ........................................................................................................................................................................................ 46 11.2.3 Deposit Liabilities ............................................................................................................................................................................................. 47 11.2.4 Capital and Reserves ....................................................................................................................................................................................... 47 11.2.5 Asset quality ........................................................................................................................................................................................................ 47 11.2.6 Profitability ......................................................................................................................................................................................................... 47

11.3 RECENT DEVELOPMENTS IN THE BANKING SECTOR ................................................................................................................................. 47 11.3.1 Incorporation of ICT into Back Office Operations .............................................................................................................................. 47 11.3.2 Agency Banking Model ................................................................................................................................................................................... 47 11.3.3 Mobile Financial Services .............................................................................................................................................................................. 47 11.3.4 Regulatory Developments to Support ICT in the Banking Sector ............................................................................................... 48 11.3.5 Microfinance Banks ......................................................................................................................................................................................... 48 11.3.6 Kenya Banking Reference Rate................................................................................................................................................................... 48 11.3.7 Capital Buffers .................................................................................................................................................................................................... 48 11.3.8 Credit Information Sharing .......................................................................................................................................................................... 48

12 OVERVIEW OF CHASE BANK ....................................................................................................................................................................... 49

12.1 BACKGROUND ............................................................................................................................................................................................................... 49 12.2 HISTORICAL OVERVIEW ........................................................................................................................................................................................... 50 12.3 AWARDS & ACCOLADES ............................................................................................................................................................................................ 51 12.4 OUR PARTNERS ............................................................................................................................................................................................................. 52 12.5 LIST OF SUBSIDIARIES ............................................................................................................................................................................................... 54 12.6 EMPLOYEES .................................................................................................................................................................................................................... 54 12.7 PRODUCTS AND SERVICES ....................................................................................................................................................................................... 55 12.8 BRANCH NETWORK .................................................................................................................................................................................................... 57 12.9 ORGANISATION STRUCTURE ................................................................................................................................................................................. 58 12.10 BOARD OF DIRECTORS .............................................................................................................................................................................................. 59 12.11 SENIOR MANAGEMENT ............................................................................................................................................................................................. 61 12.12 COMPETENCE AND SUITABILITY OF DIRECTORS AND MANAGEMENT ............................................................................................. 63 12.13 CORPORATE GOVERNANCE .................................................................................................................................................................................... 64

12.13.1 Board Committees and Governance ......................................................................................................................................................... 64 12.13.2 Shareholding Structure – Top Ten Shareholders ............................................................................................................................... 65 12.13.3 Remuneration .................................................................................................................................................................................................... 65 12.13.4 Material Changes in shareholding ............................................................................................................................................................. 65

12.14 FINANCIAL PERFORMANCE .................................................................................................................................................................................... 66 12.14.1 Profit and Loss Account ................................................................................................................................................................................. 66 12.14.2 Statement of Financial Position.................................................................................................................................................................. 67 12.14.3 Statement of Cashflows .................................................................................................................................................................................. 68 12.14.4 Financial Highlights ......................................................................................................................................................................................... 69 12.14.5 Financial projections ....................................................................................................................................................................................... 70

12.15 STRATEGY FOR CONTINUED GROWTH.............................................................................................................................................................. 73 12.15.1 Building Market Depth ................................................................................................................................................................................... 73 12.15.2 Expansion ............................................................................................................................................................................................................. 73 12.15.3 Strengthening the Financial Base .............................................................................................................................................................. 73 12.15.4 A Pan-African Presence .................................................................................................................................................................................. 73 12.15.5 Strategic Partnerships for growth ............................................................................................................................................................ 73 12.15.6 One Stop Financial Solutions ....................................................................................................................................................................... 73

13 RISK FACTORS .................................................................................................................................................................................................. 74

13.1 KENYA POLITICAL RISK ............................................................................................................................................................................................ 74 13.2 ECONOMIC RISK ............................................................................................................................................................................................................ 74 13.3 CREDIT RISK ................................................................................................................................................................................................................... 74 13.4 LIQUIDITY RISK ............................................................................................................................................................................................................. 74 13.5 INTEREST RATE RISK ................................................................................................................................................................................................. 75 13.6 OPERATIONAL RISK .................................................................................................................................................................................................... 75 13.7 STRATEGIC RISK ........................................................................................................................................................................................................... 75 13.8 CURRENCY RISK ............................................................................................................................................................................................................ 75 13.9 REGULATORY RISK ...................................................................................................................................................................................................... 75 13.10 RISKS RELATING TO THE NOTES GENERALLY ............................................................................................................................................... 75

13.10.1 Modification, waivers and substitution .................................................................................................................................................. 75 13.10.2 Change of law ..................................................................................................................................................................................................... 76 13.10.3 Legal investment considerations may restrict certain investments .......................................................................................... 76

14 SUBSCRIPTION AND SALE ............................................................................................................................................................................ 77

14.1 APPLICATION PROCEDURE ..................................................................................................................................................................................... 77 14.2 PAYMENT FOR NOTES AND DELIVERY .............................................................................................................................................................. 77 14.3 SELLING RESTRICTIONS ........................................................................................................................................................................................... 77 14.4 SECONDARY MARKET TRADING OF NOTES ..................................................................................................................................................... 77

15 LEGAL INFORMATION AND CONTRACTS ................................................................................................................................................ 78

15.1 PRINCIPAL OBJECTS (AS CONTAINED IN THE MEMORANDUM OF ASSOCIATION) ...................................................................... 78 15.2 PROVISIONS OF ARTICLES ....................................................................................................................................................................................... 78 15.3 MATERIAL AGREEMENTS ........................................................................................................................................................................................ 79

15.3.1 Note Trust Deed ................................................................................................................................................................................................ 79 15.3.2 Financial Agreements ..................................................................................................................................................................................... 79 15.3.3 Material Contracts ............................................................................................................................................................................................ 79

15.4 ONEROUS COVENANTS AND DEFAULT .............................................................................................................................................................. 79 15.5 RELATED PARTY AGREEMENTS ........................................................................................................................................................................... 80 15.6 LOAN AGREEMENTS ................................................................................................................................................................................................... 80 15.7 OTHER CONTRACTS .................................................................................................................................................................................................... 82 15.8 LICENSES AND PERMITS ........................................................................................................................................................................................... 83 15.9 MATERIAL LITIGATION AND DISPUTES ............................................................................................................................................................ 83 15.10 PROPERTY AND INFORMATION ON VENDORSON MATERIAL ASSETS ACQUIRED IN THE LAST THREE YEARS ............. 83 15.11 EXPENSE OF THE OFFER ........................................................................................................................................................................................... 83 15.12 DIRECTORS DECLARTION ........................................................................................................................................................................................ 83 15.13 DIRECTORS STATEMENT AS TO FUNDING FOR PAYMENT OBLIGATIONS ........................................................................................ 83 15.14 DIRECTORS STATEMENT AS TO LIQUIDITY REQUIREMENT ................................................................................................................... 83

16 GENERAL INFORMATION ............................................................................................................................................................................. 84

16.1 DOCUMENTS AVAILABLE FOR INSPECTION ................................................................................................................................................... 84 16.2 CHANGES IN SENIOR MANAGEMENT ................................................................................................................................................................. 84 16.3 VOTING RIGHTS AND CONTROL ............................................................................................................................................................................ 84 16.4 DIRECTORS INTEREST ............................................................................................................................................................................................... 85 16.5 APPLICATION PROCEDURE ..................................................................................................................................................................................... 85 16.6 SECONDARY MARKET TRADING OF THE NOTES ........................................................................................................................................... 85 16.7 MATERIAL CHANGES TO THE BUSINESS ........................................................................................................................................................... 85 16.8 MATERIAL CHANGES IN THE FINANCIAL INFORMATION ........................................................................................................................ 85 16.9 MINIMUM SUBSCRIPTION........................................................................................................................................................................................ 85 16.10 PRINCIPAL INVESTMENTS ...................................................................................................................................................................................... 85 16.11 OTHER ISSUES ............................................................................................................................................................................................................... 85 16.12 INTEREST ........................................................................................................................................................................................................................ 85 16.13 CAPITAL GAINS ............................................................................................................................................................................................................. 85 16.14 STAMP DUTY .................................................................................................................................................................................................................. 85 16.15 TAX TREATIES ............................................................................................................................................................................................................... 85

17 LEGAL OPINION ............................................................................................................................................................................................... 86

18 REPORTING ACCOUNTANTS REPORT ...................................................................................................................................................... 87

19 APPENDICES...................................................................................................................................................................................................... 88

4 DEFINITIONS AND ABREVIATIONS “Unless otherwise stated and as the context allows, the words in the first column have the meaning stated opposite them in the second column throughout this Information Memorandum, its appendices and enclosures. Words in the singular include the plural and vice versa. Words signifying one gender include the other gender and references to a person include references to juristic persons and associations of persons”

Agency Agreement The agreement pursuant to which (a) the Issuer covenants and agrees to perform

the functions of the Note Agents as set out in the Agency Agreement and (b) the Note Trustee may appoint a successor Note Agent upon occurrence of the Event of the Default and any other agreement for the time being in force appointing Successor Note Agents, together with any other agreement for the time being in force amending or modifying any such agreement.

Applicable Laws Any laws or regulations (including any foreign exchange rules or regulations) of any governmental or other regulatory authority which may govern the Issue.

Appointee Any delegate or agent appointed pursuant to the provisions of the Trust Deed. ATM Automated Teller Machine. Banking Act The Banking Act (Chapter 488 of the Laws of Kenya). Bn Billion Business Day A day which is (for the purpose of payment or calculation of Interest) a date on

which the bank is open for general business in Kenya. CAGR Compound Annual Growth Rate. Calculation Agent The person at its Specified Office appointed or acting as Fiscal agent pursuant to

the Agency Agreement and the Conditions and/or, if applicable, and Successor Fiscal agent at its Specified Office.

CDSC Central Depository and Settlement Corporation. Chase Chase Bank (Kenya) Limited CMA The Capital Markets Authority set up pursuant to the provisions of Capital

Markets Act (Chapter 485A of the Laws of Kenya). CBK The Central Bank of Kenya.

CBR The Central Bank Rate.

Companies Act The Companies Act (Chapter 486 of the Laws of Kenya).

Conditions The Terms and Conditions to be endorsed on the dematerialized Notes as set out in Schedule I (Terms and Conditions of the Notes) of the Trust Deed and Section 9.7 of this Information Memorandum.

Directors or Board The Directors of the Issuer whose names are set out under the heading board of Directors.

Event of Default Means any one of the circumstances described in Condition 9.7.11 (Events of Default).

FISMS Fixed Income Securities Market Segment. Fixed Rate Note A Note in respect of which interest is to be calculated and paid on a fixed rate

basis as provided in the Conditions and the relevant Pricing Supplement. Floating Rate Note A Note in respect of which interest is to be calculated and paid based on

benchmark as provided in the Terms & Conditions and relevant Pricing Supplement.

FY Full Year GDP Gross Domestic Product.

Interest The amount of interest payable in respect of each Principal Amount of the Notes.

Interest Determination Date

The date on which the Fixed Rate Note Rate of Interest or the Floating Rate Notes rate of interest is determined by the Calculation Agent.

Interest Rate Means the Fixed Rate Notes rate of interest or the Floating Rate Notes rate of interest determined in accordance with condition 9.7.6

IFRS International Financial Reporting Standards. Issue Means the Multicurrency Medium Term Note Programme in an aggregate amount

of Kenya Shillings Ten Billion (KES 10,000,000,000).

Issue and Paying Agent

The person at its specified office appointed or acting as issue and paying agent pursuant to the Conditions and the Agency Agreement or if applicable any successor issue and Paying Agent at its Specified Office.

Issue Date The date upon which the relevant Note is issued and as provided in the summary of the Notes.

Issue Price Means the price at which the Notes are issued by the Issuer (being at the election of Issuer, at par or at a discount to or premium over their nominal amount as specified in the relevant Pricing Supplement).

Issuer Chase Bank (Kenya) Limited.

Kenya The Republic of Kenya.

KES or Kshs Kenya Shillings.

Last Day to Register 1700 hours Nairobi time on the last business day before the first day of a books Closed Period.

Liabilities or Liability Any loss, damage, cost, charge, claim ,demand, expense, judgment, action, proceeding or other liability whatsoever (including, without limitation, in respect to taxes, duties, levies, imposts and other charges) and including any value added tax or similar tax charged or chargeable in respect thereof and legal fees and expenses on a full indemnity basis.

Mn Million Note Agent The Issue and Paying Agent, the Calculation Agent, the Registrar, the Transfer

Agent or any of them and their respective Successors from time to time. Note Documents The Trust Deed, Agency Agreement, and the Issue Agreement. Noteholder A person in whose name a Note is registered in the Register as at the relevant

date or in the case of join holders, the first-named thereof. Notes The notes comprising of KES 10,000,000,000 or Kenya Shilling equivalent Fixed

or Floating Rate Notes issued pursuant to the Agency Agreement and subject to the provisions of the Trust Deed.

NSE Nairobi Securities Exchange.

Payment account The account in the name of the Issuer and held with any Issue and Paying Agent appointed in accordance with the Agency Agreement for the purpose of making payments to the Noteholders.

Placing Agent Genghis Capital Limited and NIC Capital Limited.

Pricing Supplement Means a pricing supplement approved by the Issuer which is supplemental to the Information Memorandum containing the relevant details of individual Tranches of the Notes

Principal Amount The nominal amount of each Note endorsed on the Notes in respect of that Note. Programme Means the KES 10,000,000,000 Multicurrency Medium Term Note Programme as

amended from time to time, under which the Issuer may from time to time issue Notes;

Prudential Guidelines

Prudential Guidelines for banking institutions licensed under the Banking Act (Chapter 488 of the Laws of Kenya) issued by the Central Bank of Kenya pursuant to the provisions of the said Act.

Register The register of Noteholders, which the Issuer will maintain or will procure to be maintained by the registrar at its Specified Office in accordance with the Conditions and the Agency Agreement.

Registrar The person at its Specified Office appointed or acting as registrar pursuant to the Conditions and the Agency Agreement or, if applicable, any successor Registrar at its Specified Office.

Relevant Authorities The Central Bank of Kenya, Capital Market Authority and Nairobi Securities Exchange.

Senior Creditors All such persons who are; a) Non subordinate creditors of the Issuer; and b) Subordinate creditors of the Issuer other than those whose claims are

expressed to rank and do rank pari passu or junior to the claims of the Noteholders under the Notes.

SME Small and Medium Enterprise

SSA Sub Saharan Africa. Specified Currency

In relation to any Notes, the currency specified in the Pricing Supplement relating to those Notes.

Specified Office In relation to any Note Agent, either the office identified with its name in Conditions or any other office notified to any relevant parties pursuant to the Agency Agreement.

Subordinate Notes Notes issued with the status and other conditions set out in the Conditions and “Subordinated Note” shall be construed accordingly.

Successor In relation to the Note Agent, such other or further person as may from time to time be appointed pursuant to the Conditions and the Agency Agreement as a Note.

Tranches Series of Notes comprising of one or more Series that have identical terms of issue.

Transfer Agent The Person at its Specified Offices appointed or acting as Transfer Agent pursuant to the Conditions and the Agency Agreement or, if applicable, any Successor Transfer Agent at its Specified Office.

Tn Trillion

Tier Two Capital Is as defined in section 2(1) of the Banking Act and includes 25% of asset revaluation reserves which have received prior Central Bank approval, subordinated debt, hybrid (debt equity) capital instruments or any other capital instruments approved by Central Bank. Tier Two capital must not exceed core capital

USD United States Dollar.

Written Resolution A resolution in writing signed by or on behalf of holders of the Notes who for the time being are entitled to receive notice of a meeting in accordance with provisions of this Trust Deed and who together hold not less than three-quarters in value of the principal amount of the Notes then outstanding whether contained in one document or several documents in like form, each signed by or on behalf of one.

5 LIST OF CONTACTS

The Issuer Chase Bank (Kenya) Limited Riverside Mews, Riverside Drive P O Box 66049 – 00800 Nairobi, Kenya

Paul Njaga Chief Executive Officer

Tel: 254 277 4000 Email: pnjaga@chasebank.co.ke

Lead Transaction Adviser & Co-Placing Agent Genghis Capital Limited, 4th Floor, PWC Tower Westlands, P.O Box 9559 - 00100, Nairobi, Kenya

Samy Ghannam Associate Director – Corporate Finance

Tel: +254 2774 760/1/2 Email: sghannam@genghis-capital.com

Co-Arranger & Co-Placing Agent NIC Capital Limited

Ground Floor, NIC House, Masaba Road,

P.O Box 44599- 00100

Nairobi, Kenya

Maurice Opiyo Managing Director

Tel: +254 2888 000/4948000 Email:opiyom@nic-capital.com

Legal Counsel Mboya Wangong’u & Waiyaki Advocates, Lex Chambers, Maji Mazuri Road, Lavington, P.O. Box 74041-00200, Nairobi, Kenya

Godwin Wangong’u Senior Partner

Tel: +254 434 8356/7/8/9 Email: gwangongu@lexafricagroup.com

Reporting Accountants

Deloitte Consulting Limited, Deloitte Place Waiyaki Way, P.O. Box 40092– 00100, Nairobi, Kenya

Fred Aloo Audit Partner

Tel: +254 4230 000 Email: faloo@deloitte.co.ke

Receiving Bank, Fiscal Agent & Registrar Chase Bank (Kenya) Limited Riverside Mews, Riverside Drive P O Box 66049 – 00800 Nairobi, Kenya

Makarios Agumbi Assistant General Manager - Finance

Tel: +254 277 4000 Email: magumbi@chasebank.co.ke

Note Trustee MTC Trust and Corporate Services Limited Delta Riverside, Block 4, Riverside Drive P.O Box 1071 – 00200 Nairobi Kenya

Robert Turmel Chief Executive Officer Tel: 254 20 256 6667

Email: bob.turmel@mtc-trust.com

PR & Marketing Adviser

BSD (EA) Limited Lenana Road P.O Box 10237 – 00100 Nairobi, Kenya

Eva Muraya Managing Director

Tel: +254 202491078/9 Email: eva@bsd.co.ke

1. NIC Bank: +254 711 041000

6 CORPORATE INFORMATION

6.1 BOARD OF DIRECTORS

BOARD OF DIRECTORS

NAME POSITION NATIONALITY ADDRESS

Z. Khan, 60 Chairman (Non – Executive) – Non Independent

Kenyan P.O Box 40382 - 00100 Nairobi

D. Kabui, 43 Group Managing Director (Executive) – Non Independent

Kenyan P.O Box 40382 - 00100 Nairobi

P. Njaga, 43 Chase Bank Chief Executive Officer (Executive) – Non Independent

Kenyan P.O Box 40382 - 00100 Nairobi

O. A. Murgian, 80 Director (Non-Executive) – Non Independent

Kenyan P.O Box 42109 - 00100 Nairobi

R. Shariff, 54 Director (Non-Executive) – Non Independent

Kenyan P.O Box 40382 – 00100

Nairobi

A. F. Gross, 65 Director (Non-Executive) Independent

Kenyan P.O Box 57792 -00100

Nairobi

R. Carter, 61 Director (Non-Executive) –Independent

British P.O Box 44817 – 00100

Nairobi

M. Kuria, 50 Director (Non-Executive) Independent

Kenyan P.O Box 540 – 00621

Nairobi

L. Demey, 45 Director (Non-Executive) – Non Independent

French 75015, Paris France

6.2 OTHER CORPORATE INFORMATION

Chase Bank Kenya Limited

Riverside Mews, Riverside Drive

P O Box 66015 – 00800 Nairobi

Tel:+ 254 (20) 277 4000

Duncan Kabui

Group Managing Director

Email:

dkabui@chasebank.co.ke

Ken Obimbo

Group Finance Director

Email:

Kobimbo@chasebank.co.ke

Sevastone Makanda

Senior Manager – Legal

Email:

smakanda@chasebank.co.ke

Company

Chase Bank Kenya Limited

Company No C.45983

Date of

Incorporation 22 August 1995

Registered Office

Riverside Mews

Riverside Drive

P.O. Box 66015 - 00800

Nairobi , Kenya

Service Outlets 47 branches across the country

Shareholders (Refer to Section 12 for details)

Share Capital

The authorized share capital of Chase is KES 10,000,000,000/- from 10,000,000

ordinary shares of par value KES 1000/- each.

The issued and fully paid share capital of Chase is KES 10,000,000,000/- from

10,000,000 ordinary shares of par value KES 1000/- each

Company

Secretary

Equatorial Secretaries and Registrars

P.O. Box 47323-00100

Nairobi Kenya

Auditor

Deloitte

Certified Public Accountants

Deloitte Place

Waiyaki Way, Muthangari

P.O. Box 40092– 00100, Nairobi

Subsidiaries Rafiki Micro Finance Bank Limited

Chase Assurance Agencies Limited

Website

http://www.chasebankkenya.co.ke

Principal Legal

Advisers

Mboya Wangong’u & Waiyaki Advocates,

Lex Chambers, Maji Mazuri Road, Lavington,

P.O. Box 74041-00200,

Nairobi, Kenya

Anjarwalla & Khanna Advocates

ALN House, Eldama Ravine Road, Westlands

P.O Box 200- 00606 Sarit Centre,

Nairobi Kenya

Iseme, Kamau & Maema Advocates

IKM Place, Tower A

5th Ngong Avenue, Off Bishops Road

P.O Box 11866 – 00400,

Nairobi, Kenya

Correspondent

Bankers

New York: Deutsche Bank Trust Co America

London: Deutsche Bank AG London

Tokyo: Deutsche Bank Frankfurt

Johannesburg: Standard Bank of South Africa

Zurich: Deutsche Bank Frankfurt

Mumbai: ICICI Bank

7 COMPANY’S STATEMENTS

7.1 CHAIRMAN’S STATEMENT

On behalf of the Board of Directors it is my pleasure to offer you the opportunity to participate in investing in the KES. 10,000,000,000 Chase Bank Medium Term Note Program on the terms of this Information Memorandum. This Program will be Chase Bank’s first Public Offer and will highlight how far we have come. The journey began with one of the smallest banks in Kenya. It was called United Bank. This small bank attracted the attention of a group of determined investors keen on making a difference in the Kenyan banking sector. In 1995 these visionary investors sharing a common dream acquired United Bank and Chase Bank set sail. Kenya’s banking sector is not a smooth sail, but I am glad to say the investors were ready for the doldrums. In the 1st year of business, the bank went through some challenges as we mustered the Kenyan financial sea that saw us record a loss of KES. 19Mn. However, in 1997 we had mastered the sails and harnessed the monsoons by learning from our experiences. With the quick learning we were able to make a turnaround into profitability. It’s from then on that we have been celebrating the growth of our balance sheet, with every target achieved. In 2002, we made history when our bank’s balance sheet clocked the KES. 1Bn mark. Come 2014, we closed at KES. 106Bn. Chase Iman has the distinction of being the fully Shari’ah compliant arm of Chase Bank. It set sail in May 2009, and combines traditional Islamic values with the best of technology and innovation to provide a complete bouquet of Islamic finance and banking products. That same year, we achieved the coveted mark of quality ISO 9001: 2008. We have a vision to be the premier Pan African Relationship Bank. We offer financial solutions, create lasting value for clients, shareholders, people and businesses in the communities we serve. In the beginning, our main target market constituted of the HNWI, and after meeting their special needs and creating lasting bonds, we then entered the SME sector. At present we are also serving Kenya’s booming middle class market. Chase Bank Kenya is now well positioned with a major presence in the country's main business hubs. We continually deliver a unique banking experience modelled around a one-stop financial solution product offering. Some of our target sectors include transport, construction, manufacturing, real estate and education among others. In 2011, Chase Bank became the first Commercial Bank to own a Deposit Taking Microfinance Institution; Rafiki, which significantly widened the range of banking services provided. In our tenure, we have been awarded some important accolades to our achievements over the years. To mention a few of our recent achievements:

In 2010, we were voted the ' Fastest Growing Bank' at the Banking Awards 2010.

In 2011, we were awarded: Special Award for Product Innovation; 2nd Runner up - Best Bank in Product Innovation;

3rd Runner up - Best Bank in SME at the Annual Banking Awards.

In 2012, we were recognized for: Fastest Growing Bank - 1st Position; Best Bank in SME Banking - 2nd Position; Best

Bank in Customer Satisfaction - 3rd Position at the 2012 Banking Awards.

In 2013, we were recognized for: Best Bank in SME Banking – 1st Position; Best Bank in Product Marketing Tuk Tuk

Loan – 1st Position at the 2013 Think Business Annual Banking Awards.

In 2014, we were recognized for: Best Bank in Mobile Banking – 1st Position; Fastest Growing Bank – 1st Runners Up;

Best Bank in SME Banking – 1st Runners Up at The 2013 Banking Awards

In 2014, the Best Experiential Marketing Campaign for the “Shika Mita” Promotion was bestowed on us during the

Marketing Society of Kenya (MSK) Awards.

In 2014, we scooped the 1st place in the 2014 Deloitte ‘Best Company to Work For’ (BCTWF) survey in the financial

category.

At Chase Bank, we live by four values that we believe have enabled us to meet these achievements. The first is being inclusive. We continually engage our investors, internal staff, clients and strategic partners as we embark on projects or campaigns, which enables everyone to know how they can plug in, as it earns us the confidence. Second is keeping it real. We believe that for you to go forward, you need to be realistic. This is realistic in your goals and expectations as it informs how we handle our staff and clients.

The third is simplifying things, whether products, services or processes through innovation and technology. The fourth is sharing the passion. We are passionate about what we do because it’s what allows us to fulfil our purpose, which is “to enable people to achieve the things that matter to them most.” Our growth trajectory became distinct when we were ranked 13th out of 44 banks in Kenya, with total assets above KES. 44.2Bn as at June 2012. With this, we set out to the next phase of our vision, which entails scaling and becoming significant within our sector and across the globe by 2017. We aim to become a top 5 tier I bank, grow our balance sheet to KES. 350Bn, and increase our PAT and shareholder funds to KES. 12Bn and KES. 30Bn respectively. This will be made possible by increasing our staff base to over 1,800 and our client base to over 1M, expanding our branch network to over 70 branches, partnering with over 5000 agents and increasing our customer touch points by continuing to leverage on technology and innovation. On behalf of the board, the management and the staff, I wish to thank most sincerely all those people who have been with us through this voyage. I would particularly like to acknowledge the support of our shareholders, our partners, the Government, and above all our clients. Let’s work together towards enabling each of us to achieve what matters most. Asanteni

7.2 GROUP MANAGING DIRECTOR’S STATEMENT

Chase Bank continued journey has helped bolster economic growth and development in Kenya and the wider East Africa region since its acquisition in 1995. We are part of a financial services group whose main business is in the SME and Corporate segments, but we are increasingly growing the Retail segment. Chase Bank is a controlling shareholder in Rafiki, a deposit taking microfinance institution, and Chase Assurance, a bank assurance provider for both General and Life insurance products. Chase Bank has leveraged its strategic relationships with other associated financial services providers to become the most diversified financial group in East Africa. Over the years, Chase Bank has developed a core expertise to serve the SME space, with a focus on certain sectors. These include Real Estate, Agribusiness, Healthcare, Education, ICT, Business Support Services and Transportation. Our bank has also put clear emphasis on developing innovative distribution channels which are based on clients’ needs, ensuring an enhanced service reliability and customer experience. We also promote a strong culture of excellence amongst our staff. This has sustained the highest growth momentum in the industry. 2014 marked the Bank’s biggest advances yet in delivering on its vision of empowering our customers to achieve what matters to them most. Over the years, we have been driven by innovation and technology. Through innovation we have developed systems whose main aim are to offer convenience and easy access to our financial services. With our mobile and online banking systems (Mfukoni mobile and Mfukoni Desktop), we have been able to increase our customer touch points and facilitate easier and faster access of their funds at anytime and anywhere. This led us to scooping three awards this year. We were recognised as the Best Bank in Mobile Banking (Mfukoni App), Fastest Growing Bank (1st Runners Up) and Best Bank in SME Banking (1st Runners Up) by Think Business Limited. We also launched retail banking and we were able to re-design our product offering, with a focus on customer value propositions for our three main target segments. These are, HNWI’s, Middle class and the mass market. As part of the retail strategy, we developed a three-month national consumer promotion dubbed “Shika Mita” tailored for our valued customers. This innovative consumer-centric promotion sought to reward both new and existing customers for making Chase Bank, their preferred financial institution to take their dreams to the next level while also inculcating a savings culture in a consumerist economy. The country’s financial inclusion levels now stands at 80 percent. However, there exists a gap in access to financial services by the country’s population which is a pre-requisite for investment, geared towards wealth and employment creation as well as poverty alleviation. It is through access to financial markets that we can empower Kenyans to build their assets through savings and affordable credit. Our commitment to promoting women in business continues unabated. Most women still remain unbanked and access to finance still remains the greatest challenge for the woman entrepreneur. With the launch of the Chase Woman account, we have sought to address this obstacle. In the same portfolio, the focus of the Chase Bank Foundation has been on women and public health. It is this stout commitment that saw our bank expanding our partnership with AMREF to boost the “Stand Up for African Mothers” campaign which seeks to train 15,000 midwives in rural Kenya by 2015, with each midwife able to attend to 500 women a year and safely deliver 100 babies. I wish to recognize all of our financial shareholders and partners for their support and for providing the required capital for the sustained growth of the bank. The loyalty of our customers, the friendly cooperation, guidance and support of our regulatory bodies is highly appreciated. The diligence and commitment of Team Chase Bank (our employees), in meeting the expectations of all stakeholders is what has kept our ship afloat delivering dreams. Asanteni

7.3 CHASE BANK CEO STATEMENT

At Chase Bank Kenya, our neatly coordinated and determined strategy of building services that meet the needs of Kenya’s SME economy continues to bear fruit. We have had a number of branch openings that have grown our network to over 40 branches, catering for our clients in the different regions and market segments within the country. By the close of 2014, the Bank had experienced a growth of customer base to 143,000, and a balance sheet of KES. 106Bn. Our financial growth has been unique to say the least, with PAT growth of 65% in the last 5 years. We have invested heavily in providing customized solutions for sectors such as Agriculture, Women, Youth and SME by developing products and services that serve their specific needs and interests. With expanded SME offerings, we have extensions to our short-term loans for agribusiness, the medical sector, and a comprehensive package for legal professionals. Many of our expanded products encompassed insurance and equipment services. For instance we are offering professional indemnity insurance, office space financing, hire purchase facilities and invoice discounting. Our unique offerings such as Chase Mosaic, caters for ethnic groups such as African Business and the Asian markets, while Diaspora Banking caters for the Kenyans residing in the Diaspora as well as foreign investors. In line with our purpose, we have established strategic partnerships over the years that have propelled us to greater heights. They include;

Law Society of Kenya, which has greatly assisted in structuring a package for legal professionals. An unrivalled number of long-term facilities provided by international financial organizations enhancing the group’s

lending solutions. The Women Enterprise and Development Fund, established to address poverty alleviation through the socio-economic

empowerment of women. Enablis Kenya, a Canadian-based not-for-profit organization that seeks to give our Kenyan Entrepreneur the

opportunity to gain access to personalized learning, mentoring and coaching programmes, as well as networking opportunities and financing.

Financial Sector Deepening, (FSD) an initiative that helps co-ordinate SME financial interventions on a global basis. FSD works closely with the IFC to enhance financial inclusion amongst SME’s and Small Business Banking Network.

We also layered in successive partnerships, including with Amiran, in financing greenhouse and irrigation technology, and with the East African Grain Council in offering warehouse receipt financing.

In this business environment, we launched multiple initiatives to enable smarter businesses to thrive. We entered business partnerships with Philips HealthCare, Oracle and General Electric. We saw the successful rollout of our mobile and online banking platforms, Chase Mfukoni, which opened a new avenue to financial inclusion for entrepreneurs geared towards digital inclusion. We opened a 24/7 customer contact centre, which facilitated the rapid acceleration of our product innovation strategy into the areas of greatest need. The bank additionally made new strides in delivering international services to its customers with the launch of prepaid MasterCard and Visa credit and debit cards in Kenyan shillings and US dollars. This endeavour empowered Chase Bank customers to access funds and pay for goods and services instantly, anywhere in the world, and online. Internally, we rolled out a mentorship programme whose key focus is meant to cultivate and nurture our staff to have one-to-one mentoring for their personal and professional development. We also launched an intranet dubbed ‘Chase Hub’, which is an avenue of communication for our growing number of staff members. This helped us to create and foster relationship-driven engagements, which forms a crucial part of our company culture. I take this opportunity to thank both the management and staff for all the ways they have given of themselves and facilitated so much for our customers and for the bank. I also take this opportunity to thank my fellow board members for their guidance, commitment and devotion to building a bank to support Kenyan enterprise in achieving jobs, growth and development. Innovation is a mind-set and a matter of planning, fortitude and implementation. Our phenomenal growth of recent years reflects our clear commitment to aiding the development and growth of all our customers’ businesses and livelihoods. The Bank’s philosophy in both rough and smooth seas is rooted on a win-win model that is driven by our caring, able and dedicated staff. Asanteni.

8 KEY FEATURES OF THE PROGRAMME

8.1 GENERAL DESCRIPTION OF THE PROGRAMME

Under the Programme, the Issuer may from time to time issue Notes denominated in the currency specified in the relevant Pricing Supplement. The applicable terms of any Notes will be set out in the Terms and Conditions incorporated by reference into the Notes, as modified and supplemented by the relevant Pricing Supplement relating to the Notes and any Supplemental Information Memorandum. A summary of the Programme and the Terms and Conditions appear in Section 9.7 of this Information Memorandum. This Information Memorandum will only apply to Notes issued under the Programme in an aggregate nominal amount which does not exceed KES. 10,000,000,000 or its equivalent in such other currencies as Notes are issued, unless such amount is increased as set out below. For the purpose of calculating the aggregate nominal amount of Notes issued under the Programme from time to time:

a. the KES equivalent of Notes denominated in another currency shall be determined at or about the time at which an

agreement is reached for the issue of such Notes as between the Issuer and the relevant Placing Agent on the basis of the

spot rate at such time for the sale of such KES amount against the purchase of such currency or unit of account in the

Nairobi inter-bank foreign exchange markets, as quoted by the Issuer or by any leading bank selected by the Issuer; and

b. the amount of Zero Coupon Notes (as defined in the Terms and Conditions) issued at a discount or premium shall be

calculated by reference to the net subscription proceeds received by the Issuer for the relevant issue.

8.2 THE PROGRAMME

TERMS DEFINITITION

Issuer or Company Chase Bank (Kenya) Limited

Name of Issue Chase Bank Multicurrency Medium Term Note Programme

Lead Transaction Advisor& Co-Placing Agent

Genghis Capital Limited

Legal Advisor Mboya Wangong’u and Waiyaki Advocates

Reporting Accountants Deloitte

Note Trustee MTC Trust and Corporate Services Limited

Registrar & Calculating Agent

Chase Bank (Kenya) Limited

Co-Arranger & Co-Placing Agent

NIC Capital Limited

Receiving Agent

Chase Bank (Kenya) Limited

Amount Kenya Shillings Ten Billion (KES 10,000,000,000)

Currency

Multicurrency Programme. Subject to any applicable legal or regulatory requirements, such currencies as may be agreed between the Issuer and the Arrangers, including, without limitation, Kenya Shillings, US dollars, Euro or any other freely transferable and freely convertible currency (each such currency being a “Specified Currency”).

Purpose Support the on-going expansion plans and strengthen the total capital base of the Issuer.

Tenor

Seven (7) years

Issue Price Notes may be issued on a fully paid basis at their nominal amount or at a discount or premium to their nominal amount.

Fixed Rate Notes Fixed interest will be payable on the date or dates in each year specified in the relevant Pricing Supplement

Floating Rate Notes

Floating Rate Notes will bear interest determined separately for each Series as follows:

by reference to 91-day, 182-day or 364-day Treasury Bill (or such other Benchmark as may be specified in the relevant Pricing Supplement) as adjusted for any applicable margin; or

In any other manner as may be specified in the relevant pricing Supplement.

Other Notes Terms applicable to any other type of Notes that the Issuer and any Placing Agent(s) may agree to issue under the Programme will be set out in the relevant Pricing Supplement.

Distribution Non – Syndicated

Interest Payment Quarterly, Semi Annually or Annually as per the relevant Pricing Supplement

Redemption The relevant Pricing Supplement will specify the basis for calculating the redemption amounts payable.

TERMS DEFINITITION

Early Redemption After year five (5) at the discretion of the Issuer. The terms of which will be set out in the relevant Pricing Supplement.

Form of the Note The Notes will be issued as Dematerialized Notes

Denomination of the Notes

The Notes will be issued in such denominations as may be specified in the relevant Pricing Supplement

Status of the Notes The Notes will constitute direct, general, unconditional, Subordinate and unsecured obligations of the Issuer.

Allotment Policy

The Issuer reserves the right, whether the Issue is oversubscribed or not to reject any application in line with the Allotment policy set in the relevant Pricing Supplement. Applicants as a result may be allotted less than the amount applied for. Allotment will be done on the following basis in order of priority: (a) Applicants subscribing for Notes of a greater value than KES 100,000,000 or in Kenya Shilling equivalent will obtain priority during allotment and in the event of an over-subscription, applicants under this category will be pro-rated equally; (b) Applicants subscribing for Notes of a value less than KES 100,000,000 or in Kenya Shilling equivalent after a full allotment under (a) above and in the event of an over-subscription allocations under this category will be pro-rated equally. Successful applicants will be notified by the Placing Agent of the amount allotted to them no later than the date and time specified in the relevant Pricing Supplement

Issuance in Series

Notes will be issued in Series. Each Series may comprise one or more Tranches issued on different issue dates. The Notes of each Series will all be subject to identical terms, except that the issue date and the amount of the first payment of interest may be different in respect of different Tranches of a Series and a Series may comprise Notes in more than one denomination.

Taxation All payments in respect of the Notes will be made subject to withholding or deduction for or on account of any taxes imposed within the Republic of Kenya, where such taxes are applicable.

Method of the Issue The Notes will be issued by way of Public Offer

Minimum Subscription Refer to the Applicable Pricing Supplement

Delivery of the Notes Refer to the Applicable Pricing Supplement

Default Interest Refer to the Applicable Pricing Supplement

Events of Default Refer to Terms and Conditions

TERMS DEFINITITION

Meetings of Noteholders

The Trust Deed will contain provisions for convening meetings of Noteholders to consider matters affecting their interests as further described in the Terms and Conditions.

Governing Law The Notes will be governed by, and construed in accordance with, Kenyan law.

8.3 USE OF PROCEEDS

The proceeds of the Multicurrency Medium Term Note Programme shall support the on-going corporate expansion plans and strengthen the total capital base of Chase Bank. Avenues in which the proceeds will be utilized include: Expansion of the Branch Network

Strengthening the capital base to support growth

Investment into IT and Product Development initiatives

Supporting onward lending activities

8.4 INDICATIVE TIMETABLE OF EVENTS

8.5 FREQUENTLY ASKED QUESTIONS

What are “Medium-Term Note Programmes”? Medium-Term Note (“MTN”) Programmes enable companies to offer debt securities on a regular and/or continuous basis. As compared to other forms of debt securities, MTNs tend to have their own type of settlement procedures and marketing methods, which are similar in some respects to those of commercial paper. Although Medium-Term Notes typically have maturities of between two to five years, they are not required to have medium terms. In fact, it is common for companies to issue both short-term and long-term securities under an MTN Programme. Who develops MTN programmes? The MTN programmes are developed by Investment Banks or other agencies licensed by the Capital Markets Authority. Why would a company issue a Medium Term Note Programme? Like a shelf registration statement, an MTN Programme enables a company to sell a wide range of debt securities without having to complete the CMA’s registration or review process for each issuance it might want to undertake. In addition, an MTN Programme uses a master set of disclosure documents, agreements with selling agents or dealers, and issuing and paying agency agreements to help minimize the new documentation that is needed for each offering. What types of Issuers establish MTN Programme? MTN Programmes typically are used by large companies that have an ongoing need for capital. What types of securities normally are sold through Medium Term Note Programme? Historically, the most common type of security issued under an MTN Programme is a fixed-rate, non-redeemable debt security. However, there are other types of debt securities, including floating rate, zero coupon, amortizing, multi-currency, subordinated, or indexed securities. A common reference rate for floating rate securities issued under MTN Program is the Treasury Bill Rates. What types of offerings are completed using MTN Programmes? In light of the convenience offered by shelf registration and MTN Programmes, Issuers use MTN Programmes (i) to effect small and medium-sized offerings of debt securities to investors that seek specific terms (known as “reverse inquiry” trades) (ii) to effect large syndicated offerings of debt securities that might, in the absence of an MTN programme, be offered through a shelf-takedown; to offer structured Notes, such as equity-linked, currency-linked, and commodity-linked securities among others. Are Medium-Term Notes sold on a firm commitment basis or a best efforts basis? It can differ. The Transaction Advisor obligation is to sell the MTN securities on a “best efforts” basis. However, on occasion competitive pressures result in the Transaction Advisor purchasing MTN securities as principal. In addition, large syndicated MTN offerings often are effected on a firm commitment basis. In both cases, the MTN Transaction Advisor is usually regarded as an “underwriter.”

Events Date

CMA Approval T

Application Lists Open T+14

Application Lists Close T+24

Date of Allocation T+29

Announcement Date T+31

Settlement Date T+34

Issue Date T+37

Crediting of CDS Accounts T+40

Commencement of Trading T+46

What is the role of the Transaction Advisor in a MTN Programme? The Transaction Advisor of an MTN Programme serves a variety of roles, including: serving as selling agent for the MTN; advising the Issuer as to potential financing opportunities in the MTN market; communicating to the Issuer any offers from potential investors to buy MTNs; advising the Issuer as to the form and content of the offering documents, including the types of securities to be included; helping the Issuer draft the offering documents and related program agreements; coordinating settlement of the MTN securities with the Issuer, the trustee, and the paying agent; and making a market in the issued and outstanding securities issued under the program should there exist such a need. What types of interest payments are available? MTNs are issued with a variety of interest payment schedules that range from traditional semi-annual payments to custom-tailored frequencies such as monthly, quarterly or compounded at maturity. What is disclosed in a “Pricing Supplement” for a MTN Programme? The pricing supplement will include the final terms of the offering, such as the title of the securities, the issue date, the maturity date, the interest rate, the redemption dates, if any, the underwriter or selling agent, and the selling agents’ compensation for the offering. What are the tax implications of investing in MTN’s? As with all fixed income securities, investors are responsible for declaring all interest payments received from an investment in MTN’s. Can I obtain physical certificates for my MTN investment? No. The MTN will be issued in a dematerialized. Therefore there will be no physical certificate

9 KEY INVESTMENT CONSIDERATIONS

Chase Bank seeks to raise up to KES. 10,000,000,0000 through a Multicurrency Medium Term Note Programme Issuance and has received approval from the relevant regulatory authorities for the Issue to proceed on terms set out in this document. The investment considerations below do not constitute a guarantee neither are they indicative of future returns. Potential investors are advised to consult with their investment, legal and tax advisors to determine the suitability of an investment in the Medium Term Note Programme, and the appropriate amount, if any, of an investment of this nature.

9.1 TRACK RECORD OF GROWTH

Leveraging the historical growth drivers and recent strategic initiatives (IT driven distribution channels, network expansion, product development & innovation), Chase Bank is ideally positioned to sustain an above-the-market financial growth. Over the years, the Bank’s success can be seen in the rapid growth of its balance sheet, profitability and branch network across the country. Interest Income continues to be the Bank’s main revenue stream having grown by an average annual growth rate of 62.3% over the last 5 years. This stood at KES 13.6Bn in 2014, up from KES 2.0Bn in 2010. There has also been a significant growth in non-interest income which has grown by an average annual growth rate of 40.6% over the past five years. Total non-interest income was KES 2.2Bn in 2014, up from KES 0.6Bn in 2010. The Bank has recorded significant growth in both Total Assets and Customer Deposits over the last four financial years, with each growing at compounded annual growth rates of 49.5% and 47.5% from 2010 to 2014 respectively. The Bank’s loan book has recorded significant growth with the total loan book as at 31 December 2014 of KES 57.2Bn up from KES 11.3Bn in 2010, a compounded annual growth rate of 49.9%.

TOTAL ASSETS (millions)

CUSTOMER DEPOSITS (millions)

INTEREST INCOME (millions)

LOAN BOOK (millions)

21,859

36,450

49,672

78,769

109,159

-

20,000

40,000

60,000

80,000

100,000

120,000

2010 2011 2012 2013 2014

16,880

24,924

36,978

53,361

79,854

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

2010 2011 2012 2013 2014

1,954

3,328

6,563

9,103

13,574

-

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

2010 2011 2012 2013 2014

11,331

18,244

29,742

41,430

57,236

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

2010 2011 2012 2013 2014

9.2 ROBUST BANKING SECTOR

Kenya remains the dominant banking market in East Africa, holding more than half of the region’s total banking assets, with growth further outpacing that of its regional peers during the past year. The Kenyan banking sector has demonstrated strong resilience to grow significantly in light of the global economic slowdown. As of June 2014 Assets grew by 18.3% to KES. 2.97Tn, Customer Deposits grew by 15.6% to KES. 2.15Tn, loans and advances grew by 22.8% to KES. 1.78Tn and annual profits grew by 15.6% to KES. 71.03Bn. This has been supported by a strong regulator, the Central Bank of Kenya (CBK), which continues to develop laws, regulations and guidelines to govern the ever growing and innovative banking sector.

9.3 GLOBAL PARTNERS

Chase Bank has managed to secure long term partnerships with some of the world’s leading financial institutions, as highlighted and described in Section 12.4. This enables the bank to unlock significant expertise and value proposition in order to enhance its domestic operations and product offering.

9.4 THE CHASE BANK BRAND

Since inception, Chase Bank has worked tirelessly in building a strong reputable brand name. In 2012, 2013 and 2014 Chase Bank was awarded Best Bank in SME banking (Think Business Awards) also in 2014, Chase Bank was awarded the best bank in Mobile Banking (Think Business Awards). The Chase Brand focuses on offering exemplary products and services, and the awards it has won are testimony to that. Today with a combined Group branch network of 60 and over 300,000 customers Chase Bank strives to enable all of its customers achieve anything and everything that matters to them most.

9.5 MANAGEMENT AND GOVERNANCE

A significant factor to the success and growing strength of Chase Bank is the management team. Members of the management team bring together a vital combination of leadership skills and banking experience from both local and international exposure. To harness that strength, the Group Managing Director and Chairman have been pivotal in laying the foundation of Chase and have seen the bank grow from strength to strength having both been at the Bank since inception.

9.6 MACRO-ECONOMIC ALIGNMENT

In line with the rapidly growing Kenyan economy, Chase Bank has positioned itself to provide services to vibrant sectors and industries through the following; Enabling tailored products targeting major macro-economic contributors – Agribusiness, Youth & Women Entrepreneurs,

Oil and Gas services, etc. Availing alternative distribution channels to the customers to enable them to virtually transact at their convenience–the

Virtual Banking concept; Aligning the bank to devolved government structures and the vision 2030 economic blue print; Embracing the youthful lifestyle backed by a holistic social media strategy;

9.7 TERMS AND CONDITIONS OF THE NOTES

The following are the terms and conditions of the Notes (the Conditions) which will be deemed to be endorsed upon each Note in the Programme. The Notes are issued subject to, a Trust Deed dated [___________________] 2015 (the “Trust Deed”) between the Issuer and the Note Trustee and an Agency Agreement dated [_______________________] 2015 (“the Agency Agreement”) between the Issuer and Paying Agent, the Transfer Agent, the Calculation Agent, the Replacement Agent, the Registrar and the Issuer. The holders of the Notes (the “Noteholders”) are deemed to have notice of and are entitled to the benefit of all the provisions of the Trust Deed and the Agency Agreement (together, “the Note Documents”), which are binding on them or on the Note Trustee on their behalf. Copies of the Note Documents are available for inspection at the Specified Offices of the Issuer. Words and expressions defined in the Trust Deed and the rules of interpretation specified therein shall have the same meanings or apply where used in the Conditions and the relevant Pricing Supplement, unless the context otherwise requires or unless otherwise stated.

9.7.1 Form and Denomination

Unless otherwise specified in the Pricing Supplement, the Notes are issued in registered book form and are in denominations of KES. 100,000 (or an approximate equivalent in an alternate specified currency). The obligations of the Issuer in respect of each Note constitute separate and independent obligations which each Noteholder is entitled to enforce subject to these conditions and the Note Documents.

9.7.2 Title

Entries in the Register in relation to a Note constitute conclusive evidence that the person so entered is the registered owner of the Note, subject to rectification for fraud or error. No Note will be registered in the name of more than two persons. A Note registered in the name of more than one person is held by those persons as joint owners. Notes will be registered by name only without reference to any trusteeship. The person whose name is entered on the Register as the Noteholder is deemed, except as ordered by a court of competent jurisdiction or as required by statue, to be and may be treated as the absolute owner of the Note in all circumstances whether or not payment under the Note is overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof.

9.7.3 Transfer of Notes

All Notes will be issued as dematerialized securities within the meaning of the Central Depositories Act (Act 4 of 2000) and will therefore be transferable only in accordance with the prevailing CDSC Rules.

9.7.4 Status of the Notes

The Notes will constitute direct, general, unconditional, subordinate and unsecured obligations of the Issuer which (a) rank pari passu among themselves and (b) are subordinated to the claims of the Senior Creditors.

9.7.5 Financial Covenants of the Issuer

9.7.5.1 Security

The Notes are unsecured.

9.7.5.2 Negative Pledge

The terms of the Notes contain no negative pledge.

9.7.5.3 Other Financial Covenants

The Issuer covenants to the Trustee as follows: Its assets shall be maintained in good condition and where applicable, comprehensively insured for the full market value at

all times. It shall, as soon as the same become available, deliver to the Note Trustee a copy of the audited accounts together with a

copy of the management letter (if any) addressed by the Auditors to the directors of the Issuer.

9.7.6 Interest

9.7.6.1 Payment of Interest

The Notes bear interest on their outstanding Principal Amount from Issue Date at the Interest Rates and Interest Periods determined below. Interest on each Note will be payable in arrears on the dates indicated in the relevant Pricing Supplement commencing on the Issue Date specified in such Pricing Supplement (each an Interest Payment Date) until the Principal Amount of each Note is repaid in full. If any Interest Payment Date falls on a day which is not a Business Day, the next following Business Day shall be substituted for such day, unless such Business Day falls in the next calendar month, in which case the immediately preceding Business Day shall be substituted therefore. In these Conditions, ‘Business Day’ means any day, other than a Saturday, Sunday or public holiday in Kenya as defined in the Public Holidays Act (Chapter 110 of the Laws of Kenya), and on which commercial banks are open for business and foreign exchange markets settle payments in Nairobi. The period beginning on and including the ‘Issue Date’, to but excluding, the first Interest Payment Date, and each successive interest period from and including an Interest Payment Date to but excluding the next Interest Payment Date is an ‘Interest Period’.

9.7.6.2 Fixed Rate Notes

Each Fixed Rate Note will bear interest on its Principal Amount from (and including) the relevant Issue Date at the rate of interest (expressed as a percentage per annum) (the ‘Fixed Rate Notes Rate of Interest’) equal to the Rate of Interest specified in the relevant Pricing Supplement, payable in arrears on the Interest Payment Dates specified in the relevant Pricing Supplement. Each Fixed Rate Note shall cease to bear interest from the date of its redemption unless, upon due presentation thereof, payment of any Principal Amount due thereunder is improperly withheld or refused. In such event, interest will continue to accrue at the Fixed Rate Notes Default Rate as specified in the relevant Pricing Supplement.

9.7.6.3 Floating Rate Notes

Each Floating Rate Note will bear interest on its Principal Amount from (and including) the relevant Issue Date at the rate of interest (expressed as a percentage per annum) (the ‘Floating Rate Notes Rate of Interest’) equal to the sum of the applicable Floating Rate Note Reference Rate (hereinafter defined) plus the Floating Rate Notes Margin (Hereinafter defined) specified in the relevant Pricing Supplement, payable in arrears on the Interest Payment Date (s) specified in the relevant Pricing Supplement.

The Fiscal agent will on the first day of the Interest Period for which Floating Rate Notes Rate of Interest will apply (the ‘Interest Rate Fixing Date’) determine the value of the relevant benchmark or index (the ‘Floating Rate Notes Reference Rate’) plus the relevant margin (the ‘Floating Rate Notes Margin’) and aggregate them to form the applicable Interest Rate. The Floating Rate Notes Reference Rate and the Floating Rate Notes Margin will be specified in the relevant Pricing Supplement. The Floating Rate Notes Rate of Interest payable from time to time for each Interest Period in respect of the Floating Rate Notes will be determined by the Fiscal agent (unless otherwise specified in the relevant Pricing Supplement) two Business Days before each Interest Payment Date and in the case of the first Interest Period, two days prior to the relevant Issue Date. Each Floating Rate Note shall cease to bear interest from the date of its redemption unless, upon due presentation thereof, payment of any Principal Amount due thereunder is improperly withheld or refused. In such event, interest will continue to accrue at the Default Rate (if any) as specified in the relevant Pricing Supplement.

9.7.6.4 Calculation of Interest

The Interest payable in respect of any Note for any Interest Period shall be calculated by multiplying the product of the Interest Rate and the outstanding Principal Amount of such Note by the Day Count Fraction, unless Interest (or a different formula for its calculation) is specified in the relevant Pricing Supplement in respect of such Interest Period, in which case the Interest payable in respect of such Note for such Interest Period shall be the amount specified in the relevant Pricing Supplement (or be calculated in accordance with such formula).

‘Day Count Fraction’ means, in respect of the calculation of an amount of interest in accordance with this Condition:

I. If “Actual/365” or “Actual/Actual” is specified in the relevant Pricing Supplement, the actual number of days in

the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the

actual number of days in a portion of the Interest Period falling in a non – leap year divided by 365);

II. If “Actual/364 (fixed)” is specified in the relevant Pricing Supplement, the actual number of days in the Interest

Period divided by 364;

III. If “Actual/360” is specified in the relevant Pricing Supplement, the actual number of days in the Interest Period

divided by 360;

IV. If “30/360” or “Bond Basis” is specified in the relevant Pricing Supplement, the number of days in the interest

period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with twelve 30 day

months (unless (A)the last day of the interest period is the 31st of a month but the first day of the interest period is

the day other than the 30th or the 31st of a month, in which case the month that includes that last day shall not be

considered to be the shortened to a 30 – day month, or (B) the last day of the interest period is the last day of the

month of February, in which case the month of February shall not be considered to be lengthened to a 30-day

month).

For the purpose of any calculation of Interest pursuant to these Conditions (unless otherwise specified in the Conditions or the relevant Pricing Supplement),(x) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred–thousandth of a percentage point (with halves being rounded up), (y) all figures shall be rounded to seven significant figures (with halves being rounded up) and (z) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with halves being rounded up). For these purposes “unit” means the lowest amount of the currency.

9.7.6.5 Notification of Rate of Interest and Interest

As soon as practicable after an Interest Determination Date, the Fiscal Agent will cause the Interest Rate, the Interest Payment in respect of each Interest Period and relevant Interest Payment Dates and, if required to be calculated, the Final Redemption Amount or Early Redemption Amount to be notified to the Note Trustee, the Issuer, the Noteholders, any other Note Agent appointed in respect of the Notes that is to make a further calculation upon receipt of such information and, if the Notes are listed on a stock exchange and the rules of such exchange so require, such exchange as soon as possible after their determination but in no event later than the fourth Business Day after all such determinations are complete. Where any Interest Payment Date or Interest Period is subject to adjustment pursuant to condition 9.7.6.1, the Interest and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) and such amendments will be promptly notified to the Note Trustee and the Noteholders in accordance with Condition. (Notices) If the Notes become due and payable under an Event of Default, the accrued Interest and the Interest Rate payable in respect of the Notes shall nevertheless continue to be calculated in accordance with this Condition but no publication of the Interest Rate or the Interest so calculated need be made. The Calculation and determination of the Interest Rate or the Interest by the Fiscal agent shall (in the absence of manifest error) be final and binding upon all parties.

9.7.6.6 Certificates to be Final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 9.7.6 (Interest), by the Fiscal agent shall (in the absence of wilful default, bad faith or manifest error) be binding on all parties and (in the absence of the aforesaid) neither the Note Trustee nor the Fiscal agent shall be liable to the Issuer or the Noteholders in connection with the exercise or failure to exercise by the Note Trustee or the Fiscal agent any of their respective powers, duties and discretions pursuant to such provisions.

9.7.6.7 Accrual of Interest

Each Note will cease to accrue interest from the date of its redemption unless, upon due presentation thereof, payment of the Principal Amount is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of:

(i) the date on which all amounts due in respect of such Note have been paid by the Issuer to the Noteholder (if no Issue and Paying Agent has been appointed under the Agency Agreement); and (ii) the date on which all amounts due in respect of such Note have been received by the Issue and Paying Agent and notice to that effect has been given in accordance with Condition 9.7.16 (Notices) or individually.

9.7.7 Payments

9.7.7.1 Method of Payment to Noteholders

a) Payment of amounts due on the final redemption of the Notes (the ‘Final Redemption Amount(s)’) will be made in

accordance with the prevailing CDSC rules.

b) Payments of amounts due on any prepayment of the Notes (the ‘Early Redemption Amounts’) will be made in accordance

with the prevailing CDSC rules.

c) Interest and Principal Amounts due on redemption shall only be payable to Noteholders registered as such on the Last Date

to Register immediately preceding the relevant Interest Payment Date or relevant Redemption Date (as the case may be).

d) Subject to Condition 9.7.6, payment of interest and Principal Amount shall be made by the Issuer and Paying Agent via

electronic funds transfer (EFT) to the account designated for the purpose by the Noteholder. In the event that for any reason,

payment by means of electronic funds transfer is not possible, payment will be made by cheque in the manner set out in the

remainder of this Condition 9.7.7 (Payments).

e) Cheques in payment of Interest and Principal Amounts shall be drawn on the Issuer or the Issue and Paying Agent and issued

by the Issuer or the Issue and Paying Agents as the case may be. Payment of cheques shall be a valid discharge by the Issuer of

the obligation upon it to pay Interest or the Redemption Amount on redemption, as the case may be. Cheques shall be dated with

the relevant Interest Payment Date or Redemption Date, as the case may be, and shall therefore be payable on that date.

f) Payment made by cheque will be issued in the relevant currency and posted by registered post to the address (as recorded in

the register) of the relevant Noteholder on the Business Day not later than the relevant due date for payment unless prior to the

relevant Last Day to Register the relevant Noteholder has applied to the Registrar and the Registrar has acknowledged such

applications for payment to be made to a designated Kenya Shilling account maintained by such Noteholder with a bank in

Nairobi in which case payment shall be made on the relevant due date for payment by the transfer to such account.

g) If a cheque is not collected within two Business Days of the date for collection set forth in these Conditions, the cheque shall

be posted by registered post to the Noteholder entitled thereto at the address set out in the Register (or to such other address as

may have been duly notified in writing to the Issue and Paying Agent by the Noteholder in accordance with these Conditions not

later than the relevant Last Day to Register).

h) Neither the Issuer nor any of the Note Agents (if any Note Agent is different to the Issuer) or the Note Trustee will be

responsible for any loss in transmission of any cheque posted by way of registered post and the postal authorities shall be

deemed to be the agent of the Noteholders for the purposes of all the cheques so posted.

i) All payments of principal Amounts and Interest in respect of the Notes are subject in all cases to any applicable laws, fiscal or

otherwise in the place of payment, but without prejudice to the provisions of Condition (Taxation). No omissions or expenses

shall be charged to the Noteholders in respect of such payments.

j) If at any time a partial payment of any Principal Amount and/or Interest is made in respect of any Note, the Registrar shall

endorse the Register with a statement indicating the amount and date of such payments.

9.7.7.2 Payments on Business Days and Late Payments

a) Where payment is to be made by electronic funds transfer to a Noteholder’s account, payment instructions (for value the

due date or, if that is not a Business Day, for value the first following Business Day) will be initiated on the due date for payment.

b) Where payment is to be made by cheque, the cheque will be posted by registered post on the Business Day immediately

preceding the due date for payment.

c) If (otherwise than by reason of the application of Condition 9.7.7.2 (a) and 9.7.7.2 (b) (a) payment of a Principal Amount is

withheld or refused when due in respect of any Note, or (b) any Interest is not paid when due (the defaulted amounts

mentioned in (a) and (b) above being referred to in this Condition as “Defaulted Amounts”) then interest shall accrue on each

such Defaulted Amount at the Default Rate and shall be paid to the person who is shown as the Noteholder on the relevant

Record Date. “Default Rate” means the aggregate of (a) Fixed Note Rate of Interest or (b) the Floating Rate Note Rate of Interest

(as the case may be) plus a Default Rate Margin.

9.7.7.3 Interpretation of Principal Amount

Any reference in these Conditions to a Principal Amount in respect of the Notes shall be deemed to include as applicable:

a) Final Redemption Amount(s) of the Notes;

b) The Optional Redemption Amount(s) of Notes; and

c) Any premium and any other amount which may be payable by the Issuer under or in respect of the Notes.

9.7.7.4 Currency of Accounts and Payments

The currency of account and for any sum due from the Issuer hereunder is the Kenya Shilling, any successor currency, or as may be specified in the relevant Pricing Supplement.

9.7.8 Redemption and Purchase of Notes by the Issuer

9.7.8.1 Final Redemption

Unless previously redeemed or purchased and cancelled, each Note shall be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the relevant Pricing Supplement (and which, unless otherwise provided in the relevant Pricing Supplement, is its nominal amount) on the Maturity Date specified in the relevant Pricing Supplement

9.7.8.2 Redemption at the option of the Issuer

i. If the Issuer has specified in the relevant Pricing Supplement that he has an option to redeem any Notes, the

Issuer may after the expiry of five years from the relevant Issue Date and in addition after giving:

(a) not less than thirty nor more than ninety days irrevocable notice to the Noteholders in accordance with

Condition 9.7.16 ‘Notices’; and

(b) not less than seven Business Days before giving notice, having given irrevocable notice to the registrar and the

Note Trustee;

Redeem the Principal Amount specified in such notice under the Notes then outstanding on the date specified by the Issuer in such notice (the ‘Option Redemption Date’) at the Optional Redemption Amount specified in, or determined in the manner specified in, the relevant Pricing Supplement together with Interest accrued to (but excluding) the Option Redemption Date.

ii. in the case of a partial redemption of Notes, the Notes to be redeemed (the Redeemed Notes’) will be selected

individually not more than thirty days prior to the date fixed for redemption (such date of selection being referred to

below as the ‘Selection Date’) by lot drawn in such place and in such manner as the Registrar deems appropriate,

subject to compliance with any applicable laws and the requirements of any stock exchange on which the Notes are

listed, or any other regulatory requirements. In the case of a partial redemption, the notice referred to in Condition

9.7.8.2 (a) shall contain a list of serial numbers of Notes relative to the Redeemed Notes.

iii. All Notes in respect of which any such notice is given shall be redeemed on the date specified in such notice in

accordance with this Condition.

iv. Where only portion of a Note is being redeemed, redemption shall be in accordance with prevailing CDSC rules

on partial redemption and the Noteholders account shall reflect the unredeemed balance upon redemption.

v. So long as the Notes are listed on the NSE and the rules NSE and /or the CMA so require, the Issuer shall, once

in every year in which there has been a partial redemption of the Notes, cause to be published in a leading English

language newspaper of general circulation in Kenya and/or as specified by the CMA and/or the NSE a notice

specifying the aggregate nominal amount of the outstanding Notes.

vi. For the purpose of Condition 9.7.8.2 (and unless otherwise stated in these Conditions), the Notes will be

redeemed at the Early Redemption Amount calculated as follows:

a. In the case of Notes with Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount

thereof; or

b. In the case of Notes with either a Final Redemption Amount which is or may be less or greater than the Issue

Price, to be determined in the manner specified in the relevant Pricing Supplement or, if no such amount or manner

is so specified in the relevant Pricing Supplement, at their nominal amount.

vii. The Issuer may at any time purchase Notes at any price in the open market or otherwise. In the event of the

Issuer purchasing Notes, such Notes may (subject to any approval required from the relevant stock exchange and/or

the CMA or to any restrictions under any applicable laws) be held, resold or, at the option of the Issuer, cancelled in

terms of and in accordance with these Conditions.

The Notes so purchased, while held by or on behalf of the Issuer, shall not entitle the holder to vote at any meeting of the Noteholders and shall not be deemed to be outstanding for the purpose of calculating quorum at meetings of the Noteholders or for the purposes of Condition 9.7.17.

9.7.8.3 General: Cancellation

All Notes purchased by or on behalf of the Issuer may be cancelled by the Issuer after five years by informing the registrar of the intention to have such Notes cancelled. Notes cancelled as foresaid may not be reissued or resold and the obligation of the Issuer in respect of such Notes shall be wholly discharged.

9.7.9 Taxation

9.7.9.1 All payments in respect of the Notes will be made with deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (Taxes) imposed or levied by, or on behalf of, Kenya, or any political sub-division of, or any authority in, or of, Kenya having power to tax, where such withholding or deduction of Taxes is required by law.

9.7.9.2 The Issuer (or the Issue and Paying Agent, as the case may be) will deduct withholding tax at the prescribed rate on all interest payments to Noteholders other than any Noteholders who (a)is exempt from such deduction under the provisions of the Income Tax Act (Chapter 470 of the Laws of Kenya) and (b)has provided evidence of such exemption on the reasonable satisfaction of the Issuer.

9.7.9.3 With effect from 1st January 2015, any gains which accrue on the disposal of the Notes will constitute a chargeable gain under the Income Tax Act.

9.7.10 Prescription

The Notes will become void unless presented for payment of Principal Amount within a period of six years and for payment of interest within a period of six years after the relevant date (hereinafter defined) thereof. ‘Relevant Date’ means the date on which such payment first becomes due, except that if the full amount of the moneys payable has not been duly paid by or on account of the Issuer on or prior to such date, it means the date on which notice to that effect is duly given to the Noteholders in accordance with Condition 9.7.16 (Notices). The amount due under such void Notes will be dealt with in accordance with the provisions of the Unclaimed Financial Assets Act, No. 40 of 2011.

9.7.11 Events of Default

An Event of Default shall have occurred in the case of Notes, if:

9.7.11.1. Non Payment: the Issuer fails to pay Principal Amount which is due in respect of the Notes or the Issuer is in

default with respect to the payment of interest on any such Notes and such defaults continues for a period of seven

(7) business Days (provided that the Issuer shall not be in default if, during such a period, it satisfies the Note

Trustee that the amounts not paid were not paid (i) in order to comply with any applicable laws or order of any

court or competent jurisdiction or (ii) in case of doubt as to the validity or applicability of any such law, regulation or

order, in accordance with advice as to such validity or acceptability given at any time during such period by

independent advisors acceptable to the Note Trustee); or

9.7.11.2. Breach of Other Obligations: the Issuer is in default in the performance, or is otherwise in breach, of any warranty,

covenant, obligation, undertaking or other agreement under the Notes (other than non-payment under the Notes)

and such default or breach (if capable of remedy) is not remedied within (30) Business Days (or such longer period

as the Note Trustee may in its sole discretion determine) after notice thereof has been given to the Issuer and, if

applicable, by the Note Trustee; or

9.7.11.3. Cross-Default (i) any indebtedness of the Issuer, (a) becomes due and payable prior to the due date for payment

thereof by reason of any default by the Issuer or (b) is not repaid at maturity as extended by the period of grace, if

any, applicable thereto or (ii) any guarantee given by the Issuer in respect of any indebtedness of any other person is

not honored when due and called, provided that the aggregate principal amount of such financial indebtedness

referred to in (i) or (ii) exceeds KES 1,000,000,000; or

9.7.11.4. Bankruptcy: the Issuer shall institute proceedings under any applicable bankruptcy, insolvency or other similar law

now or hereafter in effect to be placed into liquidation or winding up or shall consent to the filing of a bankruptcy,

insolvency or similar proceeding against it or shall file a petition or answer or consent seeking reorganization under

any such law or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver,

manager, liquidator or trustee or assignee in bankruptcy or liquidation of the Issuer or in respect of its property, or

shall make an assignment for the benefit of its creditors or shall otherwise be unable or admit its inability to pay its

debts generally as they become due or the Issuer commences proceedings with a view to the general adjustment of

its indebtedness, which event in any such case is (in sole opinion of the Note Trustee), materially prejudicial to the

interest of the Noteholders; or

9.7.11.5. Substantial Change in Business: the Issuer makes or threatens to make any substantial change in the principal

nature of its business as presently conducted which (in the sole opinion of the Note Trustee) materially prejudicial

to the interests of the Noteholders; or

9.7.11.6. Maintenance of Business: the Issuer fails to take any action as is required of it under the applicable laws or

otherwise to maintain in effect its corporate existence or fails to take any action to maintain any material rights,

privileges, titles to property, franchises and the like necessary or desirable in the normal conduct of its business,

activities or operations which is (in the sole opinion of the Note Trustee) materially prejudicial to the interests of the

Noteholders and such failure (if capable of remedy) is not remedied within thirty (30) Business Days (or such longer

period as the Note Trustee may in its sole discretion determine) after notice thereof has been given to the Issuer; or

9.7.11.7. Material compliance with applicable laws: the Issuer fails to comply in any material respect with any applicable

laws to enable it lawfully to exercise its rights or perform or comply with its obligations under the Note Documents;

or

9.7.11.8. Invalidity or Unenforceability: (i) the validity of the Notes or Note Documents is contested by the Issuer or the

Issuer shall deny any of its obligations under the Notes or the Note Documents (whether by a general suspension of

payments or a moratorium on the payment of debt or otherwise) or (ii) it is or becomes unlawful for the Issuer to

perform or comply with all or any of its obligations set out in the Notes or the Note Documents and the Note Trustee

is of the opinion (determined on its sole discretion) that such occurrence is materially prejudicial to the interest of

the Noteholders; or

9.7.11.9. Government Intervention: (i) all or any substantial part of the undertaking, assets and revenues of the Issuer is

condemned, seized or otherwise appropriated by any person acting under the authority of any national, regional or

local government or (ii) the Issuer is prevented by any such person from exercising normal control over all or any

substantial part of its undertaking, assets or revenues and, following the occurrence of any of the events specified in

condition 9.7.11.9 (i), the Note Trustee is of the opinion (determined on its sole discretion)that such occurrence is

materially prejudicial to the interests of the Noteholders; in which event the holders of the Notes may, by

Extraordinary Resolution of such holders, direct the Note Trustee to give written notice to the Issuer at the Specified

Office of the Issue and Paying Agent, effective upon the date of receipt, declaring the Notes to be forthwith due and

payable whereupon the same shall become forthwith due and payable at the Early Redemption Amount, together

with accrued Interest (if any) to the date of repayment, without presentment, demand, protest or other notice of any

kind.

9.7.12 Regulatory Consent

The Note Trustee and the Noteholders will not without the prior written consent of the Relevant Authorities: 9.7.12.1. Purport to retain or set off at any time any amount payable in respect of the Notes against any amount otherwise

payable by any of them to the Issuer except to the extent that payment of such amount in respect of the Notes would

be permitted at such time under the Conditions;

9.7.12.2. Amend or waive or concur in amending or waiving the terms of the Note Documents whereby the subordination of

the Notes or any part thereof might be terminated, impaired or adversely affected; or

9.7.12.3. Attempt to obtain repayment of the whole or any part of the amounts payable in respect of the Notes otherwise than

in accordance with the terms of the Note Documents.

9.7.13 Trust

Any amounts paid by or for the account of the Issuer or received or recovered by the Note Trustee or any Noteholder and any distributions of any kind or character in respect of the Notes received or recovered by the Note Trustee or any Noteholder, otherwise than in accordance with the provisions of the Note Documents shall be held in trust by the Note Trustee or any Noteholder, to be returned to the Issuer, or where applicable, the liquidator or other similar officer.

9.7.14 Location of Register

The Register shall be kept at the offices of the Registrar. The Register shall contain the name, address and bank account details of the registered Noteholders, the Principal Amount of the Note issued to such Noteholder, the date of such issue and the serial number of the Note issued. The Registrar shall not be bound to enter any trust into the register or to take notice of any or to accede to any trust executed, whether expressly or implied to which any Note may be subject.

The Register shall be open for inspection during the normal business hours of the registrar to any Noteholder or any person authorized in writing by any Noteholder, the CMA and the NSE on which Notes will be listed.

9.7.15 Agents and Specified Offices

The names of the Issuer and the initial Issue Agent, Paying Agent, Transfer Agent, Calculating Agent, Registrar and Note Trustee and their initial Specified Offices are set out below:

Issuer: Chase Bank (Kenya) Limited Riverside Mews, Riverside Drive P.O Box 66049 – 00800 Nairobi, Kenya

Paying Agent, Calculating

Agent and Registrar:

Chase Bank (Kenya) Limited Riverside Mews, Riverside Drive P.O Box 66049 – 00800 Nairobi, Kenya

Note Trustee: MTC Trust & Corporate Services Limited Delta Riverside, Block 4, Riverside Drive P.O Box 1071 – 00200 Nairobi, Kenya

The Issuer is entitled to appoint additional or other Note Agents or Note Trustees and/or approve any change in the Specified Office through which any Note Agent or the Note Trustee acts in accordance with the provisions of the Note Documents. Any variations to the Note Agents or the Note Trustee shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than thirty and not more than forty-five days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 9.7.16 (Notices). A copy of the notice shall be sent to the CMA and the NSE on which the Notes are listed.

9.7.16 Notices

Notices to the Noteholders will be deemed to be validly given if made by fax, electronic mail, delivered to them, or sent by registered post to them, and: 9.7.16.1. In the case of notices that are posted to holders of Notes, the notices will be valid if mailed to their registered

addresses appearing on the Register. Any such notice shall be deemed to have been given on the seventh Business Day after the day on which it was posted;

9.7.16.2. In the case of any communication made by fax, the notice will be deemed to have been validly given on the date

following transmission (provided that the sender produces, if requested to do so, a fax transmission report showing that the entire communication was received by the intended recipient); or

9.7.16.3. In the case of delivery, the notice will be deemed to have been validly given when such communication or document

is left with or delivered to the intended Noteholder at its address as recorded on the Register, 9.7.16.4. In case of electronic transmission, the notice will be deemed to have been validly given when such electronic

communication is sent to the intended Noteholder provided that a communication or document which is received after 5:00 p.m. on a Business Day, or on a day which is not a full Business Day, in the place of receipt shall be deemed to be delivered on the next full Business Day in that place.

9.7.16.5. All notices regarding the Notes shall be published in a leading English newspaper expected to be of national

circulation in the Republic of Kenya. Any such notice will be deemed to have been given on the date of the first publication in the newspaper.

9.7.16.6. Notices to be given by any holder of the Notes shall be in writing and given by lodging the same, together with the

relative Note or Notes, with the Note Agents.

9.7.17 Meeting of Noteholders, Modification and Waiver

The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of modification of the Notes or certain provision of the Trust Deed.

9.7.18 Governing Law and Jurisdiction

9.7.18.1. The Trust Deed and the Notes are governed by, and shall be construed in accordance with, the laws of the Republic of Kenya.

9.7.18.2. The Issuer agrees for the benefit of the Note Trustee and the Noteholders that the courts of Kenya shall have

exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Trust Deed or the Notes (respectively, “Proceedings” and “Disputes”).

9.7.18.3. Service of any summons or any other notice of legal process shall be received by the Issuer at its Specified Office.

10 KENYA ECONOMIC OVERVIEW

10.1 KENYA ECONOMIC PERFORMANCE

Following a statistical reassessment of its economy, Kenya’s GDP increased by 25.3% to USD 53.1bn resulting in its reclassification as a middle-income country. In 2014, according to the Kenya Bureau of Statistics (KNBS), the GDP growth reached 5.5%, from 4.7% in 2013. The growth was mainly supported by strong expansions of activities in construction, finance and insurance, wholesale and retail trade, information and communication as well as agriculture and forestry. It is worth noting that all sectors have recorded positive growth, with the exception of the tourism industry which has been declining since 2013. This consolidates the leading position of the Kenyan economy in East Africa. Kenya is currently ranked as the 9th largest economy in Africa. Despite a number of challenges facing Kenya’s economy especially in the tourism and agricultural sectors which are the country’s largest contributors to the national aggregate, the GDP is expected to pick up gradually in 2015. The governments continued investment in infrastructure, the targeted 5,000 MW injection to the national grid, should lower the costs of doing business hence promoting local industries. In addition, the discovery of oil and gas reserves and other minerals has the potential to contribute to the growth of the economy.

Kenya’s successful issue of its debut Eurobond underscores the country’s significance as a key financial hub in SSA. Resulting in foreign currency inflows and a projected restraint in government domestic borrowing should contribute to macroeconomic stability and economic growth prospects. The governments continued investment in infrastructure including the Standard Gauge Railway and a targeted 5,000MW injection into the National Grid should lower manufacturing costs and hence promote local industries.

Kenyan GDP Growth per sector

Source: Kenya National Bureau of Statistics

10.1.1 Agriculture and Forestry

The 2.9% marginal growth in the sector in 2013 was partially attributed to inadequate rainfall in some grain growing regions as

well as unfavorable international prices of key exports such as coffee and tea. However, improvements were recorded in the

production of horticulture, livestock, tea, wheat and vegetables.

10.1.2 Manufacturing

The sector expanded by 1.7% from 3.1% in 2012 to 4.8% in 2013. This expansion was accelerated by the manufacture of both

food and non-food products. The manufacture of non-food products was mainly driven by increased investor confidence, easing

of inflationary pressure and stable exchange rates. The sector maintains a bullish outlook on account of the targeted injection of

5,000 MW of power into the national grid which will significantly reduce manufacturing costs.

2009 2010 2011 2012 2013

Agriculture and Forestry -2.6% 6.3% 1.5% 3.8% 2.9%

Wholesale and Retail Trade 3.9% 7.8% 7.3% 6.4% 7.5%

Transport and Communication 4.0% 6.9% 4.7% 4.0% 6.0%

Manufacturing 1.3% 4.4% 3.4% 3.1% 4.8%

Financial Intermediation 4.6% 8.8% 7.8% 6.5% 7.2%

Construction 12.4% 4.5% 4.3% 4.8% 5.5%

GDP Statistics of Kenya, SSA and the East Africa Community

Source: AfDB and World Bank Statistics

5.8%

4.4%4.6% 4.7%

5.5%5.9%

5.1%

4.2%

3.8% 3.8%

4.8%

5.7%

5.8%

5.8%

5.3% 5.4%

6.3%

6.8%

3%

4%

5%

6%

7%

8%

2010 2011 2012 2013 2014 2015 F

Kenya SSA EAC

10.1.3 Transport and Communication

The sector recorded a 6.0% growth in 2013 compared to 4.0% in 2012. This accelerated growth was spurred by expansion of

both air and land transport. The communication sector growth was supported by the continued expansion of mobile telephone

subscribers, internet subscriptions and money transfer services. This sector is expected to realize continued growth due to the

government’s commitment to improve infrastructure and the construction of the Standard Gauge Railway.

10.1.4 Financial Intermediation

This sector grew by 7.2% in 2013, supported by the increased demand for domestic borrowing following the downward

pressure by CBK on lending rates. This sector is expected to decrease based on the continued government efforts to lower the

Kenya Banks’ Reference Rate (“KBRR”) and the commissioning of the Sovereign bond. Broad money supply grew by 4.7% to

KES. 2. 3Bn in September 2014 compared to a growth of 3.6% recorded in a similar period in 2013.

10.1.5 Construction

The sector continued to experience robust growth in 2013 with an increase of 5.5% compared to 4.8% recorded in 2012. This improved performance is attributed to increased cement production and consumption due to the demand for housing in the country, increased spending on infrastructural development by the Government and improved private sector construction activities.

10.2 EXCHANGE RATES

The KES has demonstrated resilience over the past two years, despite facing significant pressures from the current account deficit and from underperformance of key foreign exchange earning sectors such as the tourism and tea sectors. The KES closed December 2014 at 90.59 to the USD, underpinning a 4.1% depreciation to the USD. The decline is partly driven by lower foreign currency inflows as a result of the turbulence in the Agriculture and Tourism sectors. The KES is however expected to remain relatively stable supported by resilient diaspora remittances, increased Foreign Direct Investments, the reopening of the Eurobond as well as the commissioning of large infrastructure development projects. Intervention by the CBK through direct sale of foreign exchange to commercial banks has stopped short-term volatility. In November 2014, Kenya secured a USD. 750Mn financing plan from IMF as a precautionary loan aim at bolstering the shilling. KES Performance

Source: Bloomberg

60

80

100

120

140

160

180

Feb-10 Jun-10 Oct-10 Feb-11 Jun-11 Oct-11 Feb-12 Jun-12 Oct-12 Feb-13 Jun-13 Oct-13 Feb-14 Jun-14 Oct-14

GBP / KES EUR / KES USD / KES

10.3 INTEREST RATES

2014 saw high liquidity as well as a general convergence of the short term rates in line with the CBR rate. Interest rates have experienced a steady decline over the last three years and the launch of the KBRR of 9.13% which has been revised to 8.54% is expected to usher in a transparent credit pricing framework that could spur competition amongst lenders. Additionally, the successful sale of the debut Kenya Government Eurobond is expected to reduce government borrowing from the domestic market, thereby driving interest rates further down. The Eurobond, issued in June 2014 and reopening in December 2014, has set a benchmark for Mid and Long-Term FCY pricing. The latest tranche is likely to underpin lower yields (5% over 5-year and 5.9% over 10 year – versus 5.8% and 6.875% respectively). As the Government continues to look for international financing, domestic liquidity is expected to remain high and short to medium term yields remaining in their current region. Key Rates

Source: Central Bank of Kenya

10.4 INFLATION

Overall 12 month inflation in 2014 was 6.9%. Inflation which is now at a 15-month low has been aided by falling food, electricity and fuel prices. This inflationary pressure is expected to continue to track downwards towards the MPC’s 5% medium term target in 2015. This will ease the cost of energy prices due to the falling global crude oil price as well as the newly commissioned power plants that will increase supply of electricity to the national grid. Furthermore, the MPC’s decision to hold its benchmark rate at 8.50% will continue to anchor inflationary expectations. Inflation Rate

Source: Central Bank of Kenya

10.5 DEBT MARKET UPDATE

Despite the repayment of the repayment of a KES. 54Bn syndicated loan, there was marginal growth in the growth of the government’s debt to GDP from 49.3% in 2013 to 51.7% in 2014. This measures the government’s ability to make future debt obligations hence affecting the country’s borrowing costs and bond yields.

3%

5%

7%

9%

11%

13%

Jan-2014 Mar-2014 May-2014 Jul-2014 Sep-2014 Nov-2014

91 day 182 day CBR Interbank

7.2%

6.9%

6.3% 6.4%

7.3% 7.4%7.7%

8.4%

6.6%6.4%

6.1% 6.0%

6%

7%

8%

9%

Jan-14 Mar-14 May-14 Jul-14 Sep-14 Nov-14

Kenya maintains a sustainable debt profile taking into account most of the debt has been channelled towards infrastructural projects with the aim of fuelling future growth. Furthermore, Kenya’s reclassification as a middle income economy post rebasing of national accounts will not infringe on the ability to attract concessional debt funding as it still falls below the minimum GNI per capita requirements as set by the World Bank. Nonetheless, external debt is expected to rise in the near term considering the re-opening of the Eurobond with an additional uptake of KES 68Bn and the government’s plans to issue Sukuk and diaspora bonds in 2015 which, will increase total proceeds to around KES 250Bn. Kenya Government Debt to GDP

Source: Central Bank of Kenya

47.0%48.1%

54.0%

49.3%

51.7%

40%

45%

50%

55%

2010 2011 2012 2013 2014

11 BANKING SECTOR OVERVIEW

The banking sector in Kenya is governed by the Companies Act, the Banking Act, the Central Bank of Kenya Act and various prudential guidelines as issued by the CBK. As the industry regulator, the CBK is responsible for promoting and maintaining the safety, soundness and integrity of the banking system. This responsibility is undertaken through the implementation of policies and standards in line with international best practice for bank supervision and regulation. Oversight of the CBK falls under the Finance Minister’s docket.

11.1 INDUSTRY STRUCTURE

The banking sector in Kenya comprises of Banking Institutions (commercial banks and a mortgage finance company), representative offices of foreign banks, Microfinance Banks (MFBs), foreign exchange bureaus, money remittance providers (MRPs) and Credit Reference Bureaus (CRBs). A diagrammatic representation of the banking industry market structure in Kenya is as follows: Figure 1: Banking industry structure

Source: Central Bank of Kenya

11.2 INDUSTRY PERFORMANCE

In the third quarter of 2014 the Kenyan Banking Sector recorded an improved performance with Net Assets standing at KES. 3.08Tn, loans and advances at KES. 1.91Tn, while customer deposits stood at KES. 2.25Tn and profit before tax of KES. 104.54Bn. Growth momentum remained evident in other industry indicators as highlighted below.

11.2.1 Total Assets

The industry’s Net Assets have grown at a CAGR of 20.0% over the past 7 years with loans and advances, government securities and placements amounting to more than 90% of the total asset base. Industry assets grew by 3.7% from KES. 2.97Tn in June 2014 to KES. 3.08Tn at the September 2014. Looking forward, balance sheet growth will be the result of lower interest rates driving the uptake of credit by the private sector and the continued penetration into previously untapped sectors. This coupled with continued innovation by banks have thus far resulted in cost efficiencies, forming the basis of a bullish sector outlook.

11.2.2 Loans and Advances

Gross Loans and Advances grew from KES. 1.78Tn in June 2014 to KES.1.91Tn in September 2014, equating to a growth rate of 7.3%. Individuals/households led in borrowing with outstanding credit at KES 483.3Mn in September 2014, closely followed by the trade sector (KES. 377.7Mn) and real estate sector (KES. 280.8Mn). Overall credit uptake by the energy and mining sector declined as repayments exceeded new loans advanced. The Eurobond Issue is expected to further drive down interest rates in the long-run, as the country retires its expensive existing debts and curbs on domestic borrowing. A bullish outlook by the private sector is expected to drive increased capital investment, the spectre of insecurity notwithstanding.

Central Bank of Kenya

Public Institutions MFBsPrivate Institutions Forex Bureaus CRBsMRPs

Local Foreign

11.2.3 Deposit Liabilities

Deposits have grown by a 7 year CAGR of 9.7% largely due to the multiplier effect, economic growth, diaspora remittances and an increasing focus on retail and SME sectors by the larger banks. Deposits remain the major source of industry funding, accounting for 73.1% of total funding liabilities and growing by 4.7% in September to KES. 2.25Tn. This was the result of continued branch expansion, receipts from exports and the increasing popularity of alternative banking channels. The number of bank deposit accounts increased from 25.3Mn in June 2014 to 26.6Mn in September 2014 representing a growth of 1.33Mn or 5.1%.

11.2.4 Capital and Reserves

The banking industry recorded improved Capital levels in September 2014 with total capital increasing by 4.9% from KES. 436.6Bn in June 2014 to KES. 458.1Bn in September 2014. Similarly, the ratios of core and total capital to total risk – weighted assets increased from 15.0% and 17.5% respectively.

11.2.5 Asset quality

The third quarter of 2014 saw Gross Non-Performing Loans (NPL) increase by 2.0% from KES 101.7Bn in June 14 to KES. 103.7Bn in September 2014. The quality of assets, measured as a proportion of Net NPL to gross loans improved from 2.1% to 1.9% over the same period. Similarly, the ratio of gross NPLs to gross loans declined from 5.7% in June 2014 to 5.4% in September 2014.

11.2.6 Profitability

The third quarter of 2014 saw the Banking sector record KES. 33.5Bn in pre-tax profits, which was a decrease of 10.9% from KES. 37.6Bn registered in the second quarter of 2014. Total income stood at KES. 104.0Bn in the quarter which was similar to what was registered in the second quarter of 2014. The total expenses increased by 5.7% from KES. 66.6Bn in the second quarter to KES. 70.4Bn in the third quarter. On an annual basis, the profitability of the sector increased by 13.0% from KES. 92.5Bn registered in September 2013 to KES. 104.5Bn in September 2014.

11.3 RECENT DEVELOPMENTS IN THE BANKING SECTOR

The banking sector developments within the past year have in part addressed both mid-term considerations and the country’s long term economic development blueprint, Vision 2030. Key sector developments include:

11.3.1 Incorporation of ICT into Back Office Operations

By leveraging on ICT the banking sector has been able to serve more clients with fewer employees. According to CBK, in 2011, one employee served an average of 474 customers while in 2012, the average number increased to 502 customers. The savings resulting from the uptake of ICT are evident in the average efficiency ratios (cost to income ratios) for listed banks (KCB, Co-op Bank, NIC bank, Barclays, Standard Chartered Bank and Diamond Trust) which stood at 54.2% FY: 2013, down from 59.8% reported 5 years ago.

11.3.2 Agency Banking Model

Following the 2010 roll out of the agent banking model, commercial banks have continued to contract varied retail entities to offer basic banking services. Aside from the achieved cost efficiencies, commercial banks have benefited from improved deposit mobilization by reaching the unbanked or under banked. As at end of Q1:14, there were 14 commercial banks with 24,645 active agents facilitating over 92.6Mn transactions valued at KES. 499.0Bn. Banking transactions undertaken through agents increased from 11.6Mn to 11.8Mn in Q1:14.

11.3.3 Mobile Financial Services

The success of mobile financial services resulted in an expansion of the partnerships between financial institutions and third parties, aimed at creating convenience to their customers and lowering service delivery costs. The services provided include the transfer of funds between accounts, payments of utility bills, mobile airtime top ups, balance enquiries, loan applications, and cheque book requests.

11.3.4 Regulatory Developments to Support ICT in the Banking Sector

To address the increased use of ICT in the industry, the regulator has revised its Risk Management Guidelines to provide guidance to banks and financial institutions on minimum requirements for risk management systems and frameworks. This will ensure data integrity, availability, confidentiality and consistency and provide the relevant early warning mechanism.

11.3.5 Microfinance Banks

As per information from CBK, there were nine Microfinance Banks (MFBs) in operation in Kenya as at 30th September 2014. Combined loans and advances of MFBs stood at KES. 37.6Bn compared to KES. 32.7Bn registered in June 2014 signalling a growth rate of 15%. The MFBs deposit base stood at KES. 33.2Bn representing a growth of 8.1% from KES. 30.7Bn in June 2014. The long-term borrowings by the MFBs decreased from KES. 5.5Bn in June2014 to KES. 4.9Bn in September 2014 as a result of increased reliance on deposits as a source of funding customers’ loans.

11.3.6 Kenya Banking Reference Rate

The Kenya Banks’ Reference Rate (KBRR) was introduced in July 2014. The primary purpose of the KBRR is to ensure that banks are transparent with respect to the cost and pricing of their products. This is made possible through the KBRR framework that requires banks to disclose and explain to their customers the effective base rate (KBRR) and any additional premium above the base rate. This premium is to be broken down to enable clients to understand its components. This also allows the Government and the CBK to make targeted policy interventions to lower the premium.

11.3.7 Capital Buffers

Based on the Basel pronouncements on capital buffers, the CBK introduced in 2013 a capital conservation buffer of 2.5% above the minimum regulatory core and total capital ratios of 8% and 12% respectively, which became effective on 1st January 2015. This brought the core and total capital ratios to 10.5% and 14.5% respectively, which every bank must maintain at all times. Kenyan banks have been building these buffers over the last 24 months. The buffers have enabled the banks to absorb additional loan loss provisions required for the slight increase in Non-Performing Loans (NPLs) registered in 2014. For those with no increases in NPLs, the buffers have enhanced their resilience. The capital buffers have therefore contributed to the stability of the Kenyan banking sector. In view of the current levels of NPLs, the enhanced capitalization will not only provide additional cushion but will also boost the capacity of Kenya banking sector to grow in the future, thus giving the banking sector a strong rating.

11.3.8 Credit Information Sharing

Credit Information Sharing (CIS), the process whereby credit providers such as banks and licensed Microfinance Banks submit information about their borrowers to licensed Credit Reference Bureaus (CRBs) has allowed banks to better distinguish between good and bad borrowers. A borrower who has failed to pay their loan at one bank will not simply be able to walk to another bank to get another loan without the banks knowing about it. Over time, potential borrowers with a "Good Credit Report" or "Good Credit History" will be able to access loans more cheaply and easily than high risk defaulters.

12 OVERVIEW OF CHASE BANK

12.1 BACKGROUND

Chase Bank is a privately owned commercial bank incorporated in Kenya in August 1995, through the acquisition of a distressed Western Kenya bank. Chase Bank began its operations with a staff count of 40 and in 1997 was ranked 40th in the industry with 5000 customers and a balance sheet of KES. 4Bn. Despite this it took just fifteen (15) months from the date of acquisition to achieve a turnaround to profitability. Since these humble beginnings, Chase Bank has become one of the most dynamic financial institutions in Kenya. With total assets of over KES. 100Bn, Chase Bank is currently ranked as the 12th largest bank in Kenya (Banking Survey, 2014). The bank has been able to achieve this tremendous growth as a result of its philosophy of delivering exemplary customer service and relationship banking. Since inception, Chase Bank has grown from just a banking business to a holistic financial provider having incorporated Islamic Banking, Bank Assurance and Micro Finance all under the Chase Group brand. Having noticed a gap in the domestic Islamic Banking offering, Chase Iman was formed as an Islamic window providing full-fledged Sharia’h compliant banking solutions. Founded in 2008, Chase Iman currently gathers around 12% of the total customer deposits in Chase Bank. Under the group umbrella falls Chase Insurance Agencies Limited (Chase Assurance), a wholly owned subsidiary of Chase Bank providing Insurance intermediary services. Founded in 2010, Chase Assurance deals with both General Insurance and Life Insurance and has created good relationships with leading Kenyan Insurance underwriters in various categories to offer a unique agency value proposition. Founded in 2011, Rafiki Microfinance Bank Limited (“Rafiki”) was the first Kenyan microfinance institution to be owned by a commercial bank. Rafiki has grown from a 2 branches foot print in 2011 to 18 banking branches to date and endeavours to widen financial access in the microfinance sector through multiple delivery channels. To further enhance the Group’s positioning as a one stop financial shop Chase Bank entered into strategic partnership with Rivieres Finance which provides operating leasing solutions to Kenyan SMEs and focuses on diverse sectors as follows: Healthcare, Transport and Logistics, Education, Light Manufacturing, Agribusiness and Real Estate, etc. Chase Bank also enjoys strategic partnerships with Genghis Capital, a fully-fledged Investment Bank licensed by the Capital Market Authority of Kenya and founded in 2008. Orchid Capital, an offshore investment and wealth management firm set up in 2010 and, Lighthouse Property, a Real Estate Investment and Management Company founded in 2014, are also associated to Chase Bank.

12.2 HISTORICAL OVERVIEW

1995 - 2007

1995 Investors acquire distressed United Bank

1997: Turnaround to profitability within 15 months

Industry rank of 44

2001: Balance Sheet crosses KES 0.5Bn

2007: Branch Network Grows from 2 to 6

Shareholders Funds crosses KES 0.5Bn

Customer numbers cross 5,000

Group staff numbers cross 40

2008 - 2010

2008: Chase Bank becomes the 40th largest bank by assets

2009: Chase Bank sets up a fully fledged Islamic Banking window

Move to new Central Office at Riverside Drive

2010: Balance Sheet crosses KES 1.5Bn

Industry rank of 17

Venture into Bancassuranceoffering via Chase Assurance, a wholly owned subsidiary

2010: Zafrullah Khan appointed Group Managing Director and Duncan Kabui appointed CEO

2011Balance Sheet crosses KES 35Bn

Customer Deposits KES 20Bn

PAT crosses KES 0.5Bn

Industry rank of 15

Shareholder funds cross KES 3Bn

Opens doors to 20th Branch

Group staff numbers cross 300

Receives USD 10m line of credit from DEG

Chase Bank becomes the first commercial bank to invest into a Deposit Taking Microfinance arm, Rafiki DTM

Launch Chase Express units to increase accessibility to customers

2012

Customer Deposits cross KES 35Bn

Shareholder funds cross KES 5Bn

Branches close at 24

Customer Numbers cross 15,000

Group staff numbers cross 500

Partnership with Post Bank for Agency banking

Partnership with AMREF to reduce maternal mortality by training 15,000 midwives in Africa

Partnership with Zanaa Africa to distribute sanitary pads to school girls

2013

Balance Sheet crosses KES 75Bn

Customer Deposits KES 50Bn

PAT crosses KES 1.5Bn

Shareholder funds cross KES 7Bn

Number of branches crosses 30

Group staff numbers cross 1,000

DEG, ResponsAbility & Amethis acquire minority stake

Chase Group Foundation Walk records over 1,500 participants

Partnership with Naivas & Airtel to provide pre-paid card facilities

2014

Balance Sheet crosses KES 100Bn

Customer Deposits crosses KES 75Bn

PAT crosses KES 2Bn

Shareholder funds cross KES 11Bn

Industry rank of 12

Branch Network of over 40

Number of Individual customers crosses 100,000

Group staff numbers cross 1,500

Zafrullah Khan appointed Chairman

Duncan Kabui appointed Group MD

Paul Njaga appointed CEO

IFC becomes the 8th international Debt Capital Provider in the Group

AMIRAN Partnership to provide Agri-SMEs with access to finance

Launch of award winning mobile app - Mfukoni

Launch of Aspire Retail bundle services

Chase Group Historical Timeline: 1995 - 2014

12.3 AWARDS & ACCOLADES

2014 Fastest Growing Bank 1st runner up (Think Business) Best Bank in SME Banking (Banker Africa) Best Experimental Campaign (Marketing Society of Kenya) Best Company to Work for, Banks Category (Deloitte) Best Bank in Mobile Banking (Think Business)

2013 Best Bank in SME Banking (Think Business) Best Bank in Product Marketing Tuk Tuk Loans (Think Business) 2012 Fastest Growing Bank (Think Business) Best Bank in SME Banking 2nd place (Think Business) Best Bank in Customer Satisfactions - 3rd place (Think Business) 2011 Special Award for Product Innovation Chase/Enablis Business Launch Pad - (Think Business) Best Bank in Product Innovation 2nd place (Think Business) Best Bank in SME Banking 3rd Place (Think Business) 2010 Fastest Growing Bank (Think Business) Best Bank in Customer Service 2nd place (Think Business) 2009 Fastest Growing Bank (Think Business)

12.4 OUR PARTNERS

EQUITY PARTNERS

Amethis Finance, a Pan-African Investment Holding Company with more than USD 500m committed capital, has been a shareholder of Chase Bank since 2013.

ResponsAbility is a world leading independent asset managers specializing in development-related sectors of emerging economies. ResponsAbility has been a shareholder of Chase Bank since 2013.

DEG, the German Development Bilateral Organization, has been a shareholder of Chase Bank since 2013.

SENIOR DEBT PARTNERS

OeEB, the Austrian Bilateral Development Agency has provided a EUR 10Mn Senior line of credit to Chase Bank in order to support onward lending activities to the SME sector.

PTA Bank, the pan-African multilateral development Agency, has provided various lines of credit to boost the term lending activities and address major capital expenditures.

European Investment Bank is one of the largest multilateral Development Agencies globally and has provided a long-term line of credit to Chase Bank in order to optimize the range of lending solutions available to the SME clients.

FMO, the Dutch Bilateral Development Agency has provided a USD 45Mn Senior line of credit to Chase Bank in order to support onward lending activities across sectors.

Deutsche Asset Management has provided a long-term senior line of credit to Chase Bank under the Africa Agriculture Trade and Investment Fund in order to support the on-lending activities to the Agribusiness Industry.

Proparco, the French bilateral Development Agency, has partnered with Chase Bank, via a USD 40Mn senior line of credit, in order to strengthen the lending offering of the bank.

OTHER SELECTED PARTNERS

The Agence Francaise de Development (French Agency for development – AFD) has entered into a long-term partnership with Chase by providing term partial guarantee solutions supporting the on-lending activities to SME clients.

IFC issued a USD 15Mn senior loan to Chase Bank in 2015 to boost lending to small and medium enterprises (SME’s).

12.5 LIST OF SUBSIDIARIES

Name Chase Bank

Shareholding Address Contact

Rafiki Microfinance Bank

75% Shareholding

Rafiki DTM House Biashara Street P.O Box 12755-00400 Tel: 0730 170 500

CEO: Daniel Mavindu Tel: (0) 20 216 640 1 Email: dmavindu@rafiki.co.ke

Chase Assurance Agencies Limited

100% Shareholding

Rafiki DTM House Biashara Street P.O Box 12755-00400 Tel: 0730 170 500

MD: Ali Cheema Tel: (0) 20 277 477 0 Email: acheema@chaseassurance.com

12.6 EMPLOYEES

As at 31st December 2014, the Group had a total workforce of 1854 employees comprising 1422 permanent staff and 432 temporary staff. The breakdown by entity is shown below:

Organization Permanent Temporary

Chase Bank 990 369 Rafiki Microfinance Bank 344 61 Chase Assurance Agencies Limited 88 2 Total 1422 432

12.7 PRODUCTS AND SERVICES

Entity Category Service Offering

Chase Bank

Chase Direct Products

Mfukoni Mobile Banking (Best Mobile Banking in East Africa by Think Business 2014)

Chase Bank Online Banking Chase Money Debit Card Naivas Prepaid Card Wallet Card-Airtel Money Card Traveller USD Card Good Job Prepaid Card Master card gift card CUEA MasterCard MasterCard World Reward Credit Card

Personal Banking

Jivunie Current Account Aspire Bundle Aspire Plus Bundle Elite Bundle Instant Saver Account Wekeza Savings Chama Account Pebble Savings Account Fixed and Call deposit account

Business & Corporate Banking

Plus Current Account Foreign Currency Current Account Baraka Collection Account Bandari Current Account Corporate Savings Account Foreign Currency Savings Account Taalamika Current Account Chase Afya Current Account Ushirika Current Account Ushirika Collection Account Kilimo Baraka Current Account Ghala Savings Account Asali Current Account Genesis Collection Account Genesis Retreat & Tours Savings Account Chase Life Corporate Account Fixed and Call deposit account

Chase Iman – Personal Banking

Iman Elite Bundle Iman Aspire Plus Bundle Iman Aspire Bundle Iman Jivunie current account Iman Personal current account Iman Savings account Iman Pebble children savings account Iman Jichanue Student savings account Iman Term Deposits (Mudharaba) - Fixed

Period Investments

Entity Category Service Offering

Chase Iman Business & Corporate Bank

Iman Hajj/Umra Savings Account Iman Jenga Jamhuri Account Iman Masjid& Ngos Savings Account Iman Sme Current Account Iman Corporate Current Account Iman Mteja Business Current Account Iman Mteja Agent Account Iman Bandari Current Account Iman Pamoja Chama Account Iman Jijenge Biashara Account Iman Afya Current Account Iman Taalamika Current Account Iman Jivunie Savings Account Iman Term Deposits (Mudharaba) - Fixed

Period Investments

Rafiki DTM

Individuals & Investment Group

Savings Accounts Club Account Term Deposit Accounts Junior Horizon Accounts

Business & Corporate Banking

Business, Salaried, Micro-credit, Group loans Youth & Women loans Investment club loans LPO financing Bid Bonds Invoice Discounting & Cheque Discounting

Chase Assurance

Motor Insurance

Chase Auto Commercial Chase Auto Private Chase Tuk Tuk Chase Motorbike

Medical Chase Health Individual Rafiki Health Chase Health Corporate

Life

Chase Essence Event Planning Chase Personal Accident Chase Endownment Education Rafiki Maisha Chase Group Personal Accident

SME

Rafiki Biashara Chase Enterprise Chase High Seas Political Violence and Terrorism

Other Chase T2 Green Credit Life Chase Agri

12.8 BRANCH NETWORK

Nairobi

Buru Buru Branch, Mumias South Road Diamond Plaza Branch, Parklands Donholm Branch, East Gate Shopping Mall Eastleigh Branch, Sunrise Shopping Mall, First Avenue,Eastleigh Elite Banking Centre, ABC Towers, Waiyaki Way Embakasi Branch, Taj Shopping Mall, Outer Ring Road, Embakasi Hurlingham Branch, Landmark Plaza, Argwings Kodhek Road Ngara Branch,Peace Plaza, Ngara Road Parklands Branch, Mediplaza, Third Avenue, Parklands Riverside Mews Branch, Riverside Mews, Riverside Drive, Sameer Park Branch, Sameer Park, Mombasa Road, Strathmore Branch, Strathmore Student Center, Madaraka Estate, Ole Sangale Road, Upper Hill Branch, KMA Centre, Junction of Chyulu / Mara Road, Village Market Branch, Village Market, Limuru Road, Gigiri, Windsor Branch, Ridgeways Mall, Kiambu Road, Ongata Rongai Branch, Masaai Mall, Rongai Road Delta Branch, Delta Towers, Westlands Roundabout Lunga Lunga Branch, next to Tuskys Lunga Lunga, Industrial Area River Road Branch Dagoretti Corner – Chase Express Madaraka – Chase Express Kasuku Centre – Chase Express Ngong’ Road - Chase Express Kimathi Branch. Lavington Branch – Lavington green mall Karen Branch - Watermark City Centre Branch - Prudential Assurance Building, Wabera Street Central Office Branch

Mombasa

Bondeni Branch, Ground Floor, Suhufi Palace, Abdel Nasser Road, Mombasa Branch, Ground Floor, Jubilee Building, Moi Avenue, Nyali Branch, Nyali Plaza, Links Road, Mtwapa Branch, Tuskys Mall, Mtwapa Old Town Branch, Opposite Central Police Station KPA – Chase Express Kilifi – Chase Express

Eldoret Utamaduni Building, Kenyatta Street,

Kisii Royal Towers, Hospital Road

Kisumu West Emporium, Oginga Odinga Street

Malindi Links Road, Opposite Multi Grocers Limited

Nakuru Spikes Business Centre, Kenyatta Avenue

Kitale

Kericho

Narok Ol Talet Mall

Garissa

Thika Nelleon Building, Kenyatta Avenue

Machakos Naivas House, along Mwatu wa Ngoma Rd

Virtual Branch Chase Diaspora

12.9 ORGANISATION STRUCTURE

BOARD AUDIT & RISK COMMITTEE

ASSISTANT GENERAL MANAGER

INTERNAL AUDIT

ASSISTANT GENERAL

MANAGER RISK

HEAD OF CREDIT RISK

GENERAL MANAGER STRATEGY

HEAD OF BRAND HEAD OF MARKETING &

COMMUNICATION

DIRECTOR RETAIL

CEO CHASE BANK

DIRECTOR IT & OPERATIONS

DIRECTOR TALENT &

ORGANIZATION DEVELOPMENT

GENERAL MANAGER

REGULATORY AFFAIRS

CHIEF FINANCE OFFICER & STRATEGY

ASSISTANT GENERAL MANAGER

CREDIT

ASSISTANT GENERAL MANAGER TREASURY

GROUP MANAGING DIRECTOR

BOARD OF DIRECTORS

GENERAL MANAGER SME

& ISLAMIC BANKING

GENERAL MANAGER

LIABILITIES

GENERAL MANAGER

CORPORATE ASSETS

12.10 BOARD OF DIRECTORS

The Bank’s board of directors is accountable for sound corporate governance vis-à-vis business strategy, practices and policies. Its charter sets out the objectives which include among others to provide strategic guidance and effective oversight of the management and maximization of the banks’ financial performance and shareholder value within the framework of appropriate risk assessment. The bank’s board is made up of a blend of seasoned business executives from varied business and professional sectors; including international banking and audit backgrounds. The current board comprises of 7 non-executive directors and 2 executive directors.

Chase Bank Board of Directors

Zafrullah Khan Age: 60 Chairman (Non – Executive, Non - Independent)

Mr. Khan is a chartered accountant with over 30 years experience in finance and Banking in Kenya. He is the founding Director of Chase Group and previously worked with Bank Indosuez Group and PriceWaterhouseCoopers. Mr. Khan is a Rotarian, classic car enthusiast and an avid golfer.

Duncan Kabui Age: 43 Group Managing Director (Non - Independent)

Mr. Kabui has over 20 years experience in banking. He was appointed Group MD in 2014. As Group MD he oversees strategy, investor relations and key partnerships within the Group. Duncan holds numerous qualifications including a Bachelor of Science Degree in Pure and Applied Mathematics as well as a Masters of Business Administration. Outside the office, Duncan is an active philanthropist, Formula 1 enthusiast and golfer.

Osman Murgian Age: 80 Director (Non-Executive, Non -Independent)

Mr. Murgian has business interests in transport and financial investments both locally and in Europe. He was educated in Brighton College in Sussex, UK and holds qualifications in Commerce and Business Administration. Mr. Murgian is a seasoned business man with a wealth of knowledge in entrepreneurship

Paul Njaga Age: 43 Chase Bank Chief Executive Officer (Non - Independent)

Mr. Paul Njaga holds an MBA in Finance from the University of Manchester and a Bachelors Degree in Economics. Paul is also a member of the UK Chartered Institute of Securities and Investments and a Certified Public Accountant CPA(K). He directs the development and implementation of the overall strategy of the Bank in line with its Vision and Mission. Paul has a wealth of experience in the line of Finance and Strategy having worked at BNP Paribas Bank and PriceWaterhouseCoopers both in London and Kenya for over 16 years.

Laurent Demey Age: 45 Director (Non-Executive, Non -Independent)

Mr. Laurent Demey is a graduate of École Centrale de Paris and holds a postgraduate Diploma in Development Economics from the École Normale Supérieure. He is co-founder and part-owner of Amethis Finance. Mr Demey has over 19 years’ experience in Investment Banking, Private Equity and Development Finance.

Muthoni Kuria Age: 50 Director (Non-Executive, Independent)

Mrs. Muthoni Kuria is a general management practitioner with expertise in Finance. She holds a Certified Public Accountant (K) and a Masters of Business Administration degree from Leicester University. She is a Founder member and Chairman of Mobikash Africa Ltd, and director of Reata Properties Ltd. She was previously the Managing Director of Southern Credit Bank, Executive Director and Chief Accountant of Senator Cards and the Chairman of Kenya Credit and Debit Card Association (KCDCA).

Chase Bank Board of Directors

Anthony Gross Age: 65 Director (Non-Executive, Independent)

A Barrister at Law (Lincolns Inn) and an advocate of the High Court of Kenya, Mr. Gross is the Managing Partner at AF Gross Advocates. He oversees the Commercial Law and Conveyancing Departments of the firm. He has specialized interest and experience in all forms of alternative Dispute Resolution Processes. He is co-founder and senior partner of Dispute Resolution Centre.

Rafiq Shariff Age: 54 Director (Non-Executive, Non - Independent)

Mr. Shariff is the Managing Director of Alibhai Shariff & Sons Ltd, a leading trading company in the industrial building and construction sectors and a Director of Sadolin Paints (EA LTD). Mr. Shariff holds a degree in Economics from the University Of Liverpool, England.

Richard Carter Age: 61 Director (Non-Executive, Independent)

Mr. Richard Carter serves as the Managing Director of Mwamba Business Solutions Ltd which provides consultancy services throughout East Africa. He previously worked for the Kenya Markets Trust, Diamond Trust Bank, PTA Bank in Nairobi and as an independent financial consultant in London. Mr. Carter has a wealth of experience in the fields of strategic planning, transaction structuring, and governance and Financial Chartered Accountants in England and Wales (FCA).

12.11 SENIOR MANAGEMENT

The summary profiles of the Chase Bank management are as follows:

Chase Bank Management Team

Chege Thumbi Age: 49 Group Director IT & Operations

Mr. Thumbi has more than 20 years of cumulative banking experience. He is responsible for managing the shared group service function to provide technology and service delivery solutions across the group. This encompasses all subsidiaries including Rafiki and Chase Assurance. Chege holds a Bachelor’s Degree in Electrical and Electronics Engineering from the University of Nairobi. He is also a holder of ACIB Diploma.

Ken Obimbo Age:54 Group Finance Director

With over 30 years’ experience in various industries, Mr. Ken Obimbo has been instrumental in enhancing the financial, reporting and corporate governance aspects of the Bank. He is a qualified Certified Public Accountant and also holds a Masters in Business Administration with a major in Strategic Management. As Group Finance Director, Ken has the overall responsibility for the Group’s financial, risk & corporate development.

Raj Singh Age: 43 Director Retail Banking

Mr. Raj Singh is a qualified Chartered Accountant and Company Secretary with an MBA in Finance. He has over 15 years’ experience in Banking and Financial Services spanning multiple geographies and continents. He also has rich and extensive experience in managing operations, change management, credit evaluation and risk management framework. In his role, Raj is in charge of managing the Bank’s strategic projects.

Hellen Akello Age: 45 Group Director Talent & Organizational Development

Mrs. Hellen Akello has a wealth of experience in Talent & Organisational Development spanning across the service industry and manufacturing. Hellen holds a BA degree in Sociology from the University of Nairobi and a MBA with Human Resource specialization from Moi University. Her overall responsibility is to provide strategic leadership and ensure strategic alignment of the Talent & OD function with the Bank’s strategy.

Parmain ole Narikae Age: 51 Group General Manager External and Regulatory Affairs

Mr. Parmain ole Narikae holds a Masters in Business Administration and is a graduate of the European Institute of Business Administration (INSEAD). He has over 24 years of banking experience having previously served in various capacities in the Co-op Bank Group of Companies. As General Manager, his role includes administrative co-ordination of the various functions towards the realization of Bank’s objectives as well as the development of capabilities of personnel in the Bank.

Johnson Kamau Age: 38 Group Head of Strategy

Mr. Johnson Kamau holds a Bachelors of Electrical and Electronics Engineering from Jomo Kenyatta University of Agriculture & Technology and an MSc Information Systems from London School of Economics. Johnson has over 12 years experience in strategy, finance, audit, risk and compliance. In close contact with the CEO, he is responsible for creating, communicating, executing, and sustaining strategic initiatives. Johnson is a member of the Association of Certified Chartered Accountants, the Institute of Internal Auditors and The Information Systems Audit and Control Association.

Magdalene Mulandi Age: 33 Group Head of Brand

Ms. Magdalene Mulandi is a member of the Marketing Society of Kenya (MSK), Public Relations Society of Kenya (PRSK) and the Chartered Institute of Marketing (CIM). She holds a BA in Journalism and a Global Executive MBA from The United States International University. As Head of Brand, she is the chief custodian of the Group’s brand and a trustee of the Chase Group Foundation.

Chase Bank Management Team

Gideon Okumu Age: 38 Head of Credit Risk

Mr. Gideon Okumu has a Bachelor of Science in Engineering and an MBA from The University of Nairobi. He has over 10 years banking experience in IT, debt recovery, lending and credit risk. He is responsible for ensuring that credit risk is properly managed under the Risk Internal Control and Assurance Framework and to advice on risk appetite and risk profile at a business unit level. Gideon is an active member of the Young Friends of AMREF-Ungana club and is keen on volunteer work.

Kevin Mutuma Age: 34 Head of Marketing

Mr. Kevin Mutuma is a marketing professional with over 8 years’ experience in integrated marketing solutions having worked in this capacity as a Senior Manager at CfC Stanbic Bank and Barclays Bank among other institutions. He holds a Bachelors in Communication and Sociology from The University of Nairobi and a Diploma in Communication Arts from Daystar University. Kevin’s role is to provide strategic leadership to the Marketing function by ensuring that the appropriate structures, systems, competencies and values are developed in order to achieve the set goals and objectives. Kevin is also a member of the Marketing Society of Kenya (MSK), a theatre and creative arts enthusiast.

Debra Lindsay Age: 34 General Manager Corporate Liabilities

Ms. Debra Lindsay has been in the banking industry for a decade. She currently serves as the General Manager Corporate Liabilities, a role that encompasses driving customer and liabilities growth whilst catering to the customized financial solutions for the institutional clientele. She holds a Bachelor’s degree (Hons) in International Business Administration, is an SMLP alumni from Strathmore Business School and has a Global Executive MBA from The United States International University

Iman Hussein Age: 35 General Manager SME & Islamic Banking

Ms. Iman Hussein has been in the banking industry for 10 years and is responsible for driving Shariah compliant business within the Bank. She also provides leadership with regards to the Bank’s execution of its Islamic Banking Strategy. She holds a Bachelor of Economics degree in Mathematical and Statistical Economics from Rhodes University, South Africa, a Global Executive MBA from The United States International University and an Islamic Finance Qualification (IFQ) from Chartered Institute of Securities and Investments.

James Mwaura Age: 37 General Manager Corporate Assets

Mr. James Mwaura has over 12 years’ experience at Chase Bank, having started off as a credit officer and risen up the ranks to Credit Manager, Head of Risk and thereafter the Head of Assets. He currently oversees the Bank’s special projects. James holds Bachelors in Accounting from Kenyatta University and a MBA from The United States International University.

David Kiarie Age: 32 Assistant General Manager Internal Audit

Mr. David Kiarie serves as the AGM Internal Audit. He has over 8 years’ experience in related aspects of financial and management audits covering various industry sectors, in a diversity of African countries having worked at Ernst & Young as an Audit Manager. David has the overall responsibility of planning and conducting operational, financial and compliance audits to evaluate the effectiveness of internal audit. He holds a Bachelor of Commerce Degree in Accounting and a Global Executive MBA from The United States International University. He is also a member of the Institute of Certified Public Accountants of Kenya (ICPAK)

Chase Bank Management Team

Alex Karanja Age: 35 Assistant General Manager Treasury

Mr. Alex Karanja holds a Bachelor of Commerce in Banking and Finance and an MBA from Strathmore Business School. He has grown through the ranks in Chase Bank from a Treasury Manager to his current role. Prior to joining Chase Bank, Alex was a Senior Corporate Dealer at Imperial Bank and also held the position of Investment Advisor at ICEA Investments. As AGM Treasury, he has the overall responsibility for all cash management functions as well as ensuring compliance with treasury policy and proactive involvement in all treasury functions of spot/corporate trading and money markets.

Makarios Agumbi Age: 37 Assistant General Manager Finance

Mr. Makarios Agumbi holds a MBA from The United States International University and a Bachelor of Commerce (Finance) from The University of Nairobi. He is also a fully qualified ACCA. With over 12 years at Chase Bank, he set up the Finance function, served as Head of Finance & Administration, Head of Operations and has since risen to the rank of Assistant General Manager - Finance. He is responsible for strategic financial overview and procurement.

Eustace Nyaga Age: 40 Assistant General Manager Credit

Mr. Nyaga holds a Bachelor’s Degree in Natural Resources Management from Egerton University and an Executive Master’s degree in Business Administration from Jomo Kenyatta University of Agriculture and Technology. He has over 16yrs experience in the Banking Sector where he has gained a wealth of experience in debt collection, lending and credit management. Eustace is currently in charge of the overall credit management of the Bank’s assets.

Michael Kimeu Age: 34 Assistant General Manager Risk

Mr. Michael Kimeu has over 10 years of experience in finance, internal audit, banking operations and enterprise risk management in the financial sector. He previously worked with The Co-operative Bank of Kenya in various functions, last one being in Internal Audit. He holds a Bachelor’s degree in Economics from Kenyatta University, an Executive MBA from USIU and is currently pursuing Financial Risk Manager (FRM) course. He is also a Certified Public Accountant (CPA) and a member of the Institute of Certified Public Accountants of Kenya (ICPAK). Michael is responsible for the Bank’s evaluation, formulation, and administration of strategic risk management practices.

12.12 COMPETENCE AND SUITABILITY OF DIRECTORS AND MANAGEMENT

As at the date of the application and for a period of at least two years prior to the date of the application, no director or senior manager of the Issuer has: Had any petition under bankruptcy laws pending or threatened against the directors (for individuals) or senior managers,

or any winding-up petition pending or threatened against it (for corporate bodies).

Had any criminal proceedings in which the director or senior manager was convicted of fraud or any criminal offence or

action either within or outside Kenya.

Been the subject of any ruling of a court of competent jurisdiction or any governmental body that permanently or

temporarily prohibits such director or senior manager from acting as an investment adviser or as a director or employee of

a stockbroker, dealer or any financial institution or engaging in any type or business practice or activity.

12.13 CORPORATE GOVERNANCE

12.13.1 Board Committees and Governance

Over the past few years, the bank’s board has initiated and facilitated a revision of internal corporate strategy along enhanced risk management and corporate governance practices. This is in recognition of the critical role risk management plays in a dynamic business environment. The resulting strategy captures the following among other things: The bank’s risk appetite and parameters;

A risk matrix that captures the rating of the banks various risks;

The structure of mitigating risks and maintaining accountability;

Strategy formulation and ensuring that there are adequate policy systems and structures to successfully implement the

group strategies;

The mitigating factors, prevention, contingency plans and controls

The requisite organization structure and board committees incorporate the revised strategy. They have been enhanced and adapted to objectively guide actions and decisions; and guard the institution from various forms of risks. The Bank is compliant with the CMA Guidelines on Corporate Governance practices by public listed companies in Kenya, as provided by CMA Act.

12.13.1.1 Board Committees

The work of the board is to offer advice to management, review of internal and external audit findings and the level of implementation of the audit recommendations, maintain the oversight role and direction in strategic planning & implementation, involvement in key management staff recruitment and other Human Resource matters, financial performance review and approval, capital enhancement and oversight especially on credit and regulatory compliance. Meetings of the Board and its sub-committees are pre-planned and are held at least quarterly or as necessary. Members are expected to attend with exemptions granted under special circumstances. The main board committees, their composition and responsibilities are as follows:

i. Board Credit Committee: Rafiq Shariff – Non Executive Director Richard Carter - Non Exective Director Paul Njaga – Chase Bank Chief Executive Officer The Board Credit Committee assists the board and management to manage the banks credit risk portfolio in accordance with the set credit risk strategy and policies. Members include the Head of Assets and other functional heads of departments, staff and/or professional advisors as is deemed necessary.

ii. Audit and Risk Committee:

Rafiq Shariff – Non Executive Director Anthony F. Gross – Non Executive Director Muthoni Kuria – Non Executive Director Laurent Demey – Non Executive Director

This committee assists the board in its oversight responsibilities for all matters related to financial management and reporting, external audit, internal audit and risk management of the group. In addition, the committee monitors management processes in relation to preparation of financial reports, including the annual financial statements, and the processes in relation to external and internal audit.

iii. Board Nomination and Governance Committee Zafrullah Khan – Chairman Osman Murgian – Non – Executive Director Duncan Kabui – Group Managing Director Rafiq Shariff – Non Executive Director The role of the committee is to assist the Board in setting up sound corporate governance framework and policies in the bank.

12.13.1.2 Board Meeting Attendance

Board Member 27 Feb 2014 16 July 2014 28 Oct 2014 4 Dec 2014

Zafrullah Khan X X X X

Duncan Kabui X X X X

Paul Njaga X X X X

Osman Murgian X X

Anthony F Gross X X X X

Rafiq Shariff X X X X

Muthoni Kuria X X X X

Laurent Demey X X via video conference

via video conference

Richard Carter X X

12.13.2 Shareholding Structure – Top Ten Shareholders

Name Shares Percentage

Rinascimento Global Limited 1,590,787 15.9%

Shegas Limited 1,392,631 13.90%

Balst Investment Holdings Limited 1,116,697 11.20%

Amethis 1,088,719 10.90%

Festuca Investments Limited 929,765 9.30%

DEG 657,306 6.60%

Carlo Van Wageningen 650,300 6.50%

ESOP 429,621 4.30%

ResponsAbility 335,378 3.40%

Namaja Investments Limited 301,056 3.00%

12.13.3 Remuneration

The Bank has a clear policy on remuneration of executive and non-executive Directors at levels that are fair and reasonable in today’s market for the skills, knowledge, experience and size of the board.

12.13.4 Material Changes in shareholding

During the last three financial years the subscription by Amethis, DEG, and ResponsAbility in 2013 make up only significant

changes in the shareholdings of Chase Bank. Their percentage shareholding is highlighted above.

12.14 FINANCIAL PERFORMANCE

The following is a selected summary of the financial information on the Group. This comprises of the following: Historical performance overview for the period 31st December 2010 - 2014; and

An analysis of the Historical Financial Performance

12.14.1 Profit and Loss Account

KES ‘ 000’

Year Ending 31 December 2010 (A) 2011 (A) 2012 (A) 2013 (A) 2014 (A)

Interest Income 1,954,042 3,327,935 6,563,010 9,103,082 13,573,540

Interest Expenses (855,957) (1,506,272) (3,804,447) (3,953,173) (6,365,690)

Net Interest Income 1,098,085 1,821,663 2,758,563 5,149,909 7,207,850

% growth +64.0% +65.9% +51.4% +86.7% +40.0%

Fees & Commission Income 349,155 493,048 1,036,313 1,066,958 1,852,483

Fees & Commission Expense (75,718) (139,623) (354,584) (486,308) (584,918)

Net Fees & Commission Income 273,437 353,425 681,729 580,650 1,267,565

Foreign Exchange Income -net 145,601 284,091 329,582 362,467 838,576

Other Income 145,129 29,083 62,383 177,820 97,605

Total Net Non interest Income 564,167 666,599 1,073,694 1,120,937 2,203,746

Operating Income 1,662,252 2,488,262 3,832,257 6,270,846 9,411,596

% growth +62.3% +143.0% +54.0% +63.6% +50.1%

General Administration Expenses (1,120,483) (1,561,742) (2,345,050) (3,568,852) (5,262,751)

Operating Profit Before Provisions 541,769 926,520 1,487,207 2,701,994 4,148,845

Provision for Losses on Loans and Advances (6,686) (96,349) (155,955) (414,920) (794,904)

Net Profit Before Tax 535,083 830,171 1,331,252 2,287,074 3,353,941

Taxation (153,690) (241,934) (416,838) (700,275) (993,455)

Profit for the Year 381,393 588,237 914,414 1,586,799 2,360,486

as a % of Operating Income 22.9% 23.6% 23.9% 25.3% 25.1%

12.14.2 Statement of Financial Position

KES ‘ 000

Year Ending 31 December 2010 (A) 2011 (A) 2012 (A) 2013 (A) 2014 (A)

Cash & Balances with Central Bank of Kenya 1,479,404 2,647,808 5,720,150 4,741,300 10,997,826

Government Securities 5,041,701 6,227,032 8,022,866 8,297,678 11,525,637

Deposits & Balances due from Banking Institutions 2,099,904 5,557,393 1,864,980 14,603,984 13,843,154

Loans & Advances to Customers 6,745,468 11,130,998 18,243,804 29,742,477 41,429,897 57,236,098

% growth (yoy) +65% +64% +63% +39% +38%

Fixed Assets 478,538 834,467 1,039,074 1,517,208 2,040,602

Intangible Assets 19,635 322,003 370,357 476,527 718,800

Taxation Recoverable - - 11,775 20,789 17,210

Other Assets 1,607,393 2,602,150 2,900,384 7,681,455 12,779,297

TOTAL ASSETS 12,969,710 21,858,591 36,449,609 49,672,063 78,768,838 109,158,624

% growth (yoy) +69% +67% +34% +56% +39%

Customer Deposits 10,116,828 16,880,006 24,923,911 36,978,406 53,361,000 79,853,887

% growth (yoy) 66.85% 47.65% 48.37% 44.30% 49.65%

Deposits & Balances due to Banking Institutions 2,642,742 7,433,210 3,320,386 9,642,553 -

Other Liabilities 576,076 1,040,527 1,305,026 1,321,999 1,170,710

Tax Payable 44,990 56,523 166,796 183,303 300,199

Long Term Debt - - 2,764,017 6,632,564 16,458,923

Total Liabilities 20,143,814 33,454,171 44,534,631 71,141,419 97,783,719

Share Capital 1,400,000 2,500,000 4,500,000 7,000,000 10,000,000

Retained Earnings 185,545 315,077 258,282 110,115 413,426

Revaluation/ Fair Value Reserves (32,775) (185,447) (7,867) (122,835) (60,835)

Statutory Reserves 162,007 332,149 352,110 517,013 768,950

Non-Controlling Interests - 33,659 34,907 123,126 253,364

Shareholders Funds 1,714,777 2,995,438 5,137,432 7,627,419 11,374,905

TOTAL LIABILITIES & SHAREHOLDERS' FUNDS 21,858,591 36,449,609 49,672,063 78,768,838 109,158,624

% growth (yoy) +69% +67% +36% +59% +39%

12.14.3 Statement of Cashflows

KES ‘ 000

Year Ending 31 December 2010 (A) 2011 (A) 2012 (A) 2013 (A) 2014 (A)

Profit Before Tax 535,083 830,171 1,331,252 2,287,074 3,353,941

Non-Cash Items: 69,614 102,480 151,365 709,333 1,347,969

Profit Before Working Capital Changes 589,919 933,365 1,562,839 2,574,110 4,251,365

Changes in Working Capital (933,932) (1,169,998) (1,992,560) (1,134,909) 3,348,641

(Increase) / Decrease in Government Securities (3,027,637) (1,322,937) (1,617,159) (274,812) (2,053,267)

(Increase) / Decrease in Loans & Advances (4,385,541) (7,112,795) (11,498,673) (11,687,420) (15,732,726)

(Increase) / Decrease in Other Assets and Derivatives (284,891) (987,764) (329,170) (4,814,873) (5,098,078)

Increase in Customer Deposits 6,763,178 8,043,905 12,054,495 16,382,594 26,492,887

Increase in Other Liabilities 350,389 440,376 255,561 5,722 (94,983)

Decrease (Increase) in Balance with CBK (349,430) (229,999) (857,614) (746,120) (165,193)

Taxation paid (154,057) (232,032) (336,456) (647,727) (896,296)

Cash Flow from Operations (498,070) (468,665) (766,177) 791,474 6,703,710

Addition to PPE (212,458) (467,480) (356,436) (720,336) (877,655)

Purchase of Intangible Assets (12,409) (312,517) (129,207) (233,186) (443,846)

Proceeds from Disposal of Equipment - - - - (45,375)

Cashflow from Investing Activities (224,867) (779,997) (485,643) (953,522) (1,366,876)

Equity Issue 200,000 876,952 1,300,000 618,056 1,300,000

Debt Issue - 166,628 2,597,389 4,698,360 9,520,632

Proceeds from Equity - 37,500 - 87,500 125,000

Dividends Paid (75,000) - (250,000) (550,000) (100,000)

Cashflow from Financing Activities 125,000 1,081,080 3,647,389 4,853,916 10,845,632

Begining Year Cash and Cash equivalents 812,228 201,435 (26,511) 2,442,000 7,133,868

(Decrease) / Increase in Cash (610,793) (167,582) 2,468,511 4,691,868 16,182,466

End year Cash and Cash Equivalents 201,435 (26,511) 2,442,000 7,133,868 23,316,334

12.14.4 Financial Highlights

Vital Statistics

Chase bank has been one of the fastest growing financial institutions in Kenya with its Total Assets, recording a GAGR of 50% over the period December 2010- 2014. Chase Bank is currently the 12th largest bank in Kenya with Total Assets of KES 109Bn and a total Capital of KES 11.4Bn. Despite the fast growth momentum, Chase Bank has managed to retain a sound loan portfolio with Non-Performing Loans averaging 6.8% of the total loan portfolio. Besides, Chase Bank has dramatically improved its profitability profile. The cost to income ratio reached 56% in 2014, versus 67% in 2010. This trend is attributable to a supportive macroeconomic environment in addition to a combination of the following: (i) Diversified product offering cementing banking relationships via tailored cross-selling initiatives; (ii) Successful positioning in the SME space; (iii) Customer centric approach supported by innovative ad IT-driven distribution channels; (iv) Strong brand cutting across the Kenyan multicultural society; (v) Strong partners offering global expertise blended in the local operating landscape;

Year Ending 31 December 2010 (A) 2011 (A) 2012 (A) 2013 (A) 2014 (A)

Net Interest Margin 9.1% 7.9% 8.6% 9.6% 9.3%

Non-Interest Income - Total Income Ratio 20.9% 14.7% 12.4% 9.5% 11.5%

Cost - Income Ratio 67.4% 62.8% 61.2% 56.9% 55.9%

Loans and Advance - Deposits Ratio 65.9% 73.2% 80.4% 77.6% 71.7%

ROaE 22.2% 25.0% 22.5% 24.9% 24.8%

ROaA 2.2% 2.0% 2.1% 2.5% 2.5%

Core Capital - Total Deposits 8.1% 8.7% 11.8% 11.5% 13.0%

Core Capital - Risk Weighted Assets 13.5% 12.5% 12.7% 13.7% 16.7%

Total Capital - Risk Weighted Assets 14.6% 13.2% 13.5% 14.4% 18.2%

Gross NPL Ratio 3.9% 3.3% 3.8% 5.1% 6.8%

Net NPL ratio 1.4% 0.6% 2.8% 1.4% 2.0%

12.14.5 Financial projections

The main indicators of the financial projections were computed on a conservative basis. The forecasted Asset growth assumption stands at a 40% CAGR against an historical 5-year CAGR performance of 50%.

The customer deposits growth will be driven by the extended footprint following branch expansion and materialization of alternative banking channels, as well as the availability of new services (Agri-banking, Chase Woman, Master Card debit card, Diaspora Account, Youth accounts, mobile bank and professional focused accounts)

The loan book will be sustained by a diversified focus to the retail and corporate sector to supplement the impressive growth from SME business.

The profit growth will be attributable mainly due to:

Continuous growth in Non- Interest Bearing income (Fees & Commission, FX trading)

The leverage on the roll out of the retail strategy to supplement the SME business.

Improved cost-efficiency of operations, leveraging on the implementation of Flex Cube, economies of scale, use of IT

related products (Internet Banking, Mobile Banking) and the lower capital intensity of alternative channels (Use of

express bank facilities).

The forecasted key performance indicators are highlighted below:

Projected Group Profit and Loss Account KES ‘ 000

Year Ending 31 December 2014 (A) 2015 (F) 2016 (F)

Interest Income 13,573,540 17,259,835 22,801,773

Interest Expenses (6,365,690) (8,494,778) (10,504,580)

Net Interest Income 7,207,850 8,765,057 12,297,193

% growth +40.0% +21.6% +40.3%

Fees & Commission Income 1,852,483 2,348,719 6,491,002

Fees & Commission Expense (584,918) (248,974) (1,433,357)

Net Fees & Commission Income 1,267,565 2,099,745 5,057,645

Foreign Exchange Income -net 838,576 1,541,704 1,063,314

Other Income 97,605 434,626 546,406

Total Net Non interest Income 2,203,746 4,076,075 6,667,365

Operating Income 9,411,596 12,841,132 18,964,558

% growth +50.1% +36.4% +47.7%

General Administration Expenses (5,262,751) (6,301,487) (9,355,260)

Operating Profit Before Provisions 4,148,845 6,539,645 9,609,299

Provision for Losses on Loans and Advances (794,904) (1,830,713) (2,275,005)

Net Profit Before Tax 3,353,941 4,708,932 7,028,857

Taxation (993,455) (1,397,766) (2,111,128)

Profit for the Year 2,360,486 3,311,166 4,917,729

as a % of Operating Income 25.1% 25.8% 25.9%

Projected Group Statement of Financial Position KES ‘ 000

Year Ending 31 December 2014 (A) 2015 (F) 2016 (F)

Cash & Balances with Central Bank of Kenya 10,997,826 9,338,861 14,243,140

Government Securities 11,525,637 29,975,287 36,639,471

Deposits & Balances due from Banking Institutions 13,843,154 7,124,720 8,657,659

Loans & Advances to Customers 6,745,468 57,236,098 84,684,623 116,158,250

% growth (yoy) +38% +48% +37%

Fixed Assets 2,040,602 3,700,041 4,575,689

Intangible Assets 718,800 753,111 846,048

Taxation Recoverable 17,210 - -

Other Assets 12,779,297 26,468,259 29,167,639

TOTAL ASSETS 12,969,710 109,158,624 162,044,903 210,287,896

% growth (yoy) +39% +43% +24%

Customer Deposits 10,116,828 79,853,887 121,799,258 160,899,227

% growth (yoy) 49.65% 52.53% 32.10%

Deposits & Balances due to Banking Institutions - 279,669 622,945

Other Liabilities 1,170,710 1,960,520 1,972,342

Tax Payable 300,199 538,129 180,139

Long Term Debt 16,458,923 18,903,764 22,684,517

Total Liabilities 97,783,719 143,481,340 186,359,171

Share Capital 10,000,000 11,678,142 15,351,062

Retained Earnings 413,426 4,961,379 8,011,846

Revaluation/ Fair Value Reserves (60,835) - -

Statutory Reserves 768,950 1,924,041 517,013

Non-Controlling Interests 253,364 - 48,804

Shareholders Funds 11,374,905 18,563,562 23,928,726

TOTAL LIABILITIES & SHAREHOLDERS' FUNDS 109,158,624 162,044,902 210,287,896

% growth (yoy) +39% +48% +30%

Projected Group Statement of Cashflows KES ‘ 000

Year Ending 31 December 2014 (A) 2015 (F) 2016 (F)

Profit Before Tax 3,353,941 4,708,932 7,028,857

Non-Cash Items: 1,347,969 527,941 706,628

Profit Before Working Capital Changes 4,251,365 6,029,006 7,735,486

Changes in Working Capital 3,348,641 (17,792,460) (2,886,419)

(Increase) / Decrease in Government Securities (2,053,267) (18,449,650) (6,664,184)

(Increase) / Decrease in Loans & Advances (15,732,726) (27,448,525) (31,473,627)

(Increase) / Decrease in Other Assets and Derivatives (5,098,078) (13,671,752) (2,699,380)

Increase in Customer Deposits 26,492,887 41,945,371 39,099,969

Increase in Other Liabilities (94,983) 1,027,740 (346,167)

Decrease (Increase) in Balance with CBK (165,193) (1,228,621) (851,835)

Taxation paid (896,296) (1,397,766) (2,111,128)

Cash Flow from Operations 6,703,710 (13,161,221) 2,737,938

Addition to PPE (877,655) (2,079,134) (1,477,682)

Purchase of Intangible Assets (443,846) (142,558) (197,532)

Proceeds from Disposal of Equipment (45,375) - -

Cashflow from Investing Activities (1,366,876) (2,221,691) (1,675,214)

Equity Issue 1,300,000 1,678,142 3,672,920

Debt Issue 9,520,632 2,444,841 3,780,753

Proceeds from Equity 125,000 - -

Dividends Paid (100,000) (1,254,663) (1,867,262)

Cashflow from Financing Activities 10,845,632 2,868,320 5,586,411

Begining Year Cash and Cash equivalents 7,133,868 23,316,334 10,801,742

(Decrease) / Increase in Cash 16,182,466 (12,514,592) 6,649,135

End year Cash and Cash Equivalents 23,316,334 10,801,742 17,450,877

12.15 STRATEGY FOR CONTINUED GROWTH

Going forward the Chase Bank envisages continued success owing to the development and implementation of its strategy. The main drivers of which are as follows:

12.15.1 Building Market Depth

The bank has to have a superior understanding of its customers. That is translates to better and more efficient delivery of services, product offering and selection of delivery channels for target customer segments.

12.15.2 Expansion

In response to the customers’ demands, the bank is improving on service convenience by establishing greater geographic presence through ATMs, Agency banking, Chase Express units and a growing branch network

12.15.3 Strengthening the Financial Base

In undertaking the bank’s growth and expansion plans, additional funding will be required part of which will involve growing the core capital

12.15.4 A Pan-African Presence

In line with the bank’s vision, the bank has begun exploring cross border partnerships that will provide the opportunities to serve the customers regionally and, in the process, create a regional presence.

12.15.5 Strategic Partnerships for growth

The bank will be associating and partnering with various institutions to provide the necessary product innovations and delivery channels required s to achieve growth aspirations.

12.15.6 One Stop Financial Solutions

The bank’s vision is to set up a financial supermarket where the multiple financial needs of customers can be met under one roof

13 RISK FACTORS

The Issuers believe that the factors described below represent the principal risks inherent in investing in Medium Term Notes issued under the Medium Term Note Programme. The risks described below are not the only risks the Issuer faces. Additional risks and uncertainties not presently known to the Issuer or that are currently believed to be immaterial could also have a material impact on the Issuers operations and prospects. Prospective investors should also read the detailed information set out elsewhere in this Information Memorandum and reach their own views prior to making any investment decision.

13.1 KENYA POLITICAL RISK

The democratic environment prevailing in the country, underpinned by the implementation of what is widely believed to be a progressive Constitution, coupled with the support from the international community reduces the risk of any significant political unrest. It is underlined however that no matter what systems, controls and procedures businesses may design to mitigate political risk; there can be no assurance that any adverse political events will not have an adverse impact on Chase Bank’s business.

13.2 ECONOMIC RISK

The stability of Kenya’s macro-economy, will to a large degree determine the business growth prospects and operational results of Chase Bank. The Group has put in place a robust business strategy, systems and procedures to minimize Chase Bank’s exposure to adverse economic conditions; however, as with any other entity operating within a similar business environment, this cannot provide an assurance that adverse economic conditions will not hamper Chase’s performance.

13.3 CREDIT RISK

Credit risk is the risk of financial loss to the bank if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The bank’s credit risk is primarily attributable to its loans and advances as well as off balance sheet items. Levels of credit risk it undertakes are controlled by setting limits on amounts of risk accepted in regard to one borrower or related group of borrowers, portfolios of given sectors, types of products and exposures to in different currencies. Such risks are monitored on a revolving basis and are subject to annual or more frequent review. Chase Bank has adopted the following measures to mitigate against this risk Chase Bank has adopted a credit policy, processes and procedures which define the risks acceptable to the bank with

regards to lending. Chase Bank mitigates concentration risks by having well defined sectorial lending, product and collateral concentration

limits. Chase Bank relies on reputable counterparties for service delivery and has well defined limits on portfolio handled by each

counterparty. Chase Bank mitigates credit risk by ensuring credit is only advanced to creditworthy customers. Chase Bank has a monitoring unit which manages early day defaults thereby minimizing deterioration of loans and default

risk Chase Bank has a diversified credit function with all multiple roles specialized in managing different stages of a loan thereby

improving portfolio performance and consequently minimizing credit risk

13.4 LIQUIDITY RISK

This refers to the risk that the bank’s resources may be tied up and unavailable to meet immediate liabilities as they fall due. Lack of liquidity is tied to occurrence of adverse credit and market events, among others, and has significant implications on ongoing operations. The key measure used by the bank for managing liquidity risk is the ratio of net liquid assets to deposits from customers. For this purpose net liquid assets are considered as including cash and cash equivalents and investment grade debt securities for which there is an active and liquid market less any deposits from banks, debt securities issued, other borrowings and commitments maturing within the next month. The bank manages the liquidity structure of assets, liabilities and commitments so that cash flows are appropriately matched to ensure that all funding obligations are met when due. Banking operations are such that a mismatch of assets and liabilities according to their maturity profiles cannot be avoided. However, management ensures that the mismatch is controlled in line with allowable risk levels. Liquidity is managed on a daily basis and incorporates an analysis of the bank’s assets and liabilities and the remaining period up to the end of the calendar year to the contractual maturity date.

13.5 INTEREST RATE RISK

The bank is exposed to the risk that the value of a financial instrument will fluctuate due to changes in market interest rate. Interest rates on advances are either pegged to the bank’s base lending rate or Treasury bill rate for Kenya Shilling and LIBOR rates for foreign currencies. The interest rates, therefore, fluctuate depending on the movement in the market interest rates. The bank also invests in fixed and variable interest rate instruments issued by the Central Bank of Kenya.

13.6 OPERATIONAL RISK

Operational risk is inherent in banking business and may result in loss of money or reputation arising out of human error, technology/system failures, breaches in internal controls, fraud, unforeseen catastrophes, inadequate procedures and controls or weaknesses in Chase Bank’s business processes. Chase Bank is actively managing this risk to ensure that its business and stakeholders’ interests are secure. Chase Bank has put in place an Operation Risk Management Board Committee which is responsible for establishing Operational Risk management Policy. The policy is applicable to all business divisions and functions. The policy is reviewed regularly to ensure that it’s in line with market or regulatory requirements.

13.7 STRATEGIC RISK

Strategic risk is the risk of adverse impact on current and prospective earnings or capital arising from incorrect or inappropriate business decisions, improper implementation of decisions or lack of responsiveness to industry change. Chase is managing strategic risk as follows: Chase has in place a Board approved Risk Management Policy The business strategy of Chase dubbed Chase 3.0 covers a long term planning horizon, up to 2017 Should there be a significant change in the environment that may impact on Chase Banks long term business strategy, any of

its functional strategies or annual operating plans, and then a mid-term review of the said strategies and plans will be undertaken at that point.

Chase has in place internal systems to ensure regular monitoring and analyses of its external and internal environment so as to gather relevant management information and ensure that Chase is not unduly exposed to strategic risk.

13.8 CURRENCY RISK

The bank is exposed to the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. Foreign currency risk exposures arise in the day to day business carried out by the bank. Chase Bank has in place the following measures to manage this risk: On a daily basis, the overall foreign exchange risk exposure is measured using exchange rates generated by CBK and should

not exceed 10% of the Banks core Capital

Historical Simulations are used by the bank to guide Net Open Positions in major currencies.

Single currency exposure, irrespective of position cannot exceed 10% of the bank’s total core capital.

13.9 REGULATORY RISK

Compliance risk is the risk of non-compliance with regulatory guidelines. Regulatory risk is the current and prospective risk to earnings or capital arising from violations of, or non-conformance with laws, rules, regulations, prescribed practice, or ethical standards issued by the regulator from time to time. Chase is managing by ensuring that compliance is the responsibility of all managers and is embedded in the processes and procedures of conducting the Chase Bank business.

13.10 RISKS RELATING TO THE NOTES GENERALLY

The Notes have features which entail particular risks for potential investors. Set out below is a brief description of certain risks relating to the Notes generally:

13.10.1 Modification, waivers and substitution

The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The Terms and Conditions of the Notes also provide that the Note Trustee may, without the consent of Noteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of Notes or (ii) determine without the consent of the Noteholders that any Event of Default or Potential Event of Default shall not be treated as

such or (iii) the substitution of another company as principal debtor under any Notes in place of the Issuer, in the circumstances described in Condition 9.7.11 of the Terms and Conditions of the Notes. Mitigating factors: the Issuer has recruited an experienced Trustee for the Noteholders. As a result the Trustee is likely to give good guidance to the investors thereby minimizing the risk of sub-optimal decision making by a body of investors.

13.10.2 Change of law

The Terms and Conditions of the Notes are based on Kenyan law in effect as at the date of issue of the relevant Notes. No assurance can be given as to the impact of any possible judicial decision or change to Kenyan law or administrative practice after the date of issue of the relevant Notes. Mitigating factors: The government’s proposals seek to improve the attractiveness of the country as an investment destination . Accordingly, it is expected that any changes to the existing laws will seek to improve the overall business and investment environment.

13.10.3 Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules. Mitigating factors: the Issuer’s information memorandum has recommended that investors should seek professional advice where clarity is required.

14 SUBSCRIPTION AND SALE

14.1 APPLICATION PROCEDURE

Application forms for issues of Notes may be obtained from the Lead Arranger or the Co-Arranger. Applications must be submitted directly to the Placing Agents by the date and time specified in this Information Memorandum. Successful applicants will be notified either by the Lead Arranger or the Co-arranger on behalf of the Issuer, of the amount of Notes allotted to them immediately after the date of allotment.

14.2 PAYMENT FOR NOTES AND DELIVERY

Payment for Notes is to be made in full to Chase Bank, the designated Receiving Bank, in immediately available funds by the date and time specified in this Information Memorandum. The payments will be made via the Real Time Gross Settlement (“RTGS”) system to the account and in the manner detailed in the relevant Pricing Supplement. The Notes will be delivered to investors not later than by the date specified in the relevant Pricing Supplement.

14.3 SELLING RESTRICTIONS

(A) General: The Placing Agent will comply with all applicable laws and regulations in each jurisdiction in which it acquires offers, sells or delivers Notes or has in its possession or distributes this Information Memorandum or any such other material, in all cases at its own expense. It will also ensure that no obligations are imposed on the Issuer or any other Placing Agent in any such jurisdiction as a result of any of the foregoing actions. The Issuer and the Placing Agent will have no responsibility for, and each Placing Agent will obtain any consent, approval or permission required by it for, the acquisition, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in or from which it makes any acquisition, offer, sale or delivery. No Placing Agent is authorized to make any representation or use any information in connection with the issue, subscription and sale of Notes other than as contained in this Information Memorandum. (B) The approval of the Capital Markets Authority has been obtained for the issue and offering of the Notes in Kenya. The sale or transfer of listed Notes by Noteholders will be subject to the rules of the Nairobi Securities Exchange, the CDSC, the Conditions and the provisions of the Agency Agreement. There are no other restrictions on the sale or transfer of Notes under Kenyan law. In particular, there are no restrictions on the sale or transfer of Notes by or to non-residents.

14.4 SECONDARY MARKET TRADING OF NOTES

Placing Agents, acting as principal or agent of the Issuer, may facilitate secondary market trading of the Notes through purchases and/ or sales of such Notes on a best effort basis. The transfer of a Note from a seller to a purchaser will be carried out in accordance with the transfer regulations set out in the Agency Agreement and subject to the rules of the NSE.

15 LEGAL INFORMATION AND CONTRACTS

15.1 PRINCIPAL OBJECTS (AS CONTAINED IN THE MEMORANDUM OF ASSOCIATION)

The main object of the Issuer is set out in clause 3 (A) and (AA) of its Memorandum of Association as follows:

(a) To carry on in the Republic of Kenya and elsewhere and whether as principals or agents the business or businesses of

banking, financial institutions, financial operations, underwriters, mercantile and as bankers, financiers and investors

including (together with all other business and operations usually and frequently carried on by persons companies or

associations engaged in banking, investing and financial and commercial transactions of any kind or nature) the

borrowing raising or taking up money, the lending of advancing money with or without security, the discounting, buying,

selling and dealing in bills of exchange, promissory notes, coupons, drafts, bills of lading, warrants, debentures,

certificates, script and other instruments and securities, whether transferable, negotiable, or not; the granting and

issuing letters of credit circular notes; the buying, selling and dealing in bullion and special foreign exchange

transactions, the acquiring, holding, issuing, on commission, underwriting, and dealing with stocks, funds, shares,

debentures, debenture-stocks, bonds, obligations, securities and investments of all kinds; the negotiating of loans and

advances, the receiving of money and valuables on deposit, or for safe custody, or otherwise, the collecting and

transmitting of money and securities, the managing of property and transacting all kinds of business which from time to

time can be lawfully transacted by bankers.

The Issuer is also empowered to borrow and issue debt securities in clause 3 (aa) of its Memorandum of Association as follows: (q) To borrow or raise money or secure obligations (whether of the Company or any other person) by the issue of debenture stock (perpetual or terminable) bonds mortgages or any other securities founded or based upon all or any of the property and rights of the Company including its called capital or without any such security and upon such terms as to priority or otherwise as the company shall think fit.

15.2 PROVISIONS OF ARTICLES

The Board is empowered to exercise all the borrowing powers of the Issuer in Article 79 of its Articles of Association as follows: 79. The directors may at their discretion from time to time raise or borrow for the purpose of the company such sum or sums of money as they may think fit. The directors may also on behalf of the company guarantee repayment of money by customers or others having dealings with the company and may secure the repayment of such sums of money by mortgage or charge upon the whole or any part of the undertaking property or assets of the company, present and future, including its uncalled or unissued capital or by the issue on such terms as they may think fit of bonds and debentures either charged upon the whole or any part of the undertaking, property and assets of the company or not so charged or in such manner as they may think fit, and they may cause or permit any such mortgages, charges bonds, debentures, or obligations to be redeemed or transferred as they may think fit. Below are other key provisions of its Articles of Association: 81. The directors from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these regulations) and for such period and subject to such conditions as they may think fit, and ay such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him. 89. At each annual general meeting one- third of the directors (other than any directors appointed by the strategic Investors) for the time being, or, if their number is not three or multiple of three, then the number nearest one-third, shall retire from office. Directors appointed by the Strategic Investors shall not be subject to retirement by rotation and shall not be taken into account in determining the directors who retire by rotation. 113. The directors shall provide for the safe custody of the seal, which shall only be used by the authority of the directors or of a committee of the directors authorized by the directors in that behalf, and every instrument to which the seal shall be affixed shall be signed by a director and shall be countersigned by the secretary or by a second director or by some other person appointed by the directors for the purpose Share Capital of the Bank is KES. 10,000,000,000.00 made up of 10,000,000.00 shares each at KES. 1,000.00

78 A. The company shall have a minimum of eight (8) and maximum of (9) directors appointed by members of the company. 52. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheet and the reports of the directors and auditors, the election of directors in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors 97. The company may by ordinary resolution appoint another person in place of a director removed from office under regulation 96, and, without prejudice to the powers of the directors regulation 95, the company in general meeting may appoint any person to be a director either to fill a casual vacancy or as an additional director. A person appointed in place of a director so removed or to fill such a vacancy shall be subject to retirement at the same time as if he had become a director on the day on which the directors in whose place he is appointed was last elected.

15.3 MATERIAL AGREEMENTS

15.3.1 Note Trust Deed

The Notes are issued subject to a Trust Deed made between the Issuer and MTC Trust and Corporate Services Limited as Note Trustee. The Issuer covenants with the Note Trustee to pay to the Note Trustee or to the order of the Note Trustee in accordance with the Conditions of the Notes all sums falling due for payment as and when they fall due. The Issuer also covenants with the Trustee to comply with the provisions of the Trust Deed and other Note Documents to which it is a party. On occurrence of an Event of Default the Note Trustee and only the Note Trustee may upon request or being directed by an extraordinary resolution of the Noteholders, issue an Enforcement Notice declaring all amounts payable under the Note immediately due and payable, and demanding that the Issuer immediately repay the outstanding principal amount of the Notes together with all accrued interest thereon. The Issuer may replace the Note Trustee or appoint an additional Note Trustee subject to such person being approved by an extraordinary resolution of the Noteholders. The Issuer is required to notify the Noteholders and other Note Agents of such appointment as soon as practicable. The Noteholders may by extraordinary resolution remove any Note Trustee. However such removal shall not become effective unless there is a Note Trustee in office at the time of such removal. A Note Trustee may retire upon giving not less than 3 calendar months’ notice in writing to the Issuer without assigning any reason therefore and without being responsible for any loss occasioned by such retirement.

15.3.2 Financial Agreements

The Bank has issued guarantees and letters of credit in the ordinary course of business as listed below and more particularly disclosed in the Reporting Accountants Report:

Amount KES Letters of Credit 5,261,925,000 Letters of Guarantee 1,942,222,000

15.3.3 Material Contracts

Other than the documents in relation to the creation of the Notes, the Issuer has not entered into any other material contracts disclosed in this Information Memorandum other than contracts entered into in the ordinary course of business

15.4 ONEROUS COVENANTS AND DEFAULT

The Issuer has no material contracts with third parties which have any onerous covenants. As at the date of this information memorandum, the Issuer is not in breach of any of the terms of its loan agreements and is in compliance with regulatory requirements.

15.5 RELATED PARTY AGREEMENTS

Below is a breakdown of loans from the Issuer to its subsidiaries

The Issuer has also provided loans to some of its Directors as per the breakdown below

15.6 LOAN AGREEMENTS

(a) Loan Facility Agreement between Chase Bank Kenya Limited and Societe De Promotion Et De Participation Pour La Cooperation Economique S. A. (Proparco) dated 9 December 2013 Loan Amount: USD 40,000,000.00 Purpose: To Finance medium and long term facilities in the SME Portfolio Interest rate: 4.5 % per annum Duration: 7 years Drawdown: Subject to satisfaction of terms and conditions of agreement Repayment: Reducing Balance Security: Unsecured

(b) Loan Facility Agreement between Chase Bank Kenya Limited and Eastern and Southern African Trade and Development Bank dated 15 May 2009 Loan Amount: USD 4,600,000.00 Purpose: Implementation of core banking software platform upgrade and provision of short term loans to customers Interest rate: 6.23%

Companies Amout KES (000)

Loans and advances:

At 1 January 277,973

Advanced during the year

and interest charged 186,239

Repayments during the year (122,057)

At 31 December 2014 342,155 -

Deposits:

At 1 January 661,484

Received during the year

and interest paid 1,365,277

Matured amounts (480,256)

At 31 December 2014 1,546,505

Directors Amout KES (000)

Loans and advances:

At 1 January 803,618

Advanced during the year

and interest charged 594,856

Repayments during the year (428,430)

At 31 December 2014 970,044 -

Deposits:

At 1 January 35,666

Received during the year

and interest paid 15,957

Matured amounts (18,570)

At 31 December 2014 33,053

Duration: 6 years Drawdown: Subject to satisfaction of terms and conditions of agreement Repayment: Reducing Balance Security: Unsecured

(c) Loan Facility Agreement between Chase Bank Kenya Limited and Oesterreichische Entwicklungsbank AG (OeEB) dated 15 January 2014 Loan Amount: EUR 10,000,000.00 Purpose: SME and Agribusiness Projects Interest rate: 4.14% Duration: 5 years Drawdown: Subject to satisfaction of terms and conditions of agreement Repayment: Reducing Balance Security: Unsecured

(d) Loan Facility Agreement between Chase Bank Kenya Limited and European Investment Bank dated 30 January 2013 Loan Amount: EUR 6,500,000 Purpose: To finance projects in private enterprises in agro-industry, fishing, construction, food processing, manufacturing, construction, industry, transport, private education and healthcare and services related to these sectors Interest rate: 10.19% Duration: 5 years Drawdown: Subject to satisfaction of terms and conditions of agreement Repayment: Reducing Balance Security: Unsecured (e) Loan Facility Agreement between Chase Bank Kenya Limited and European Investment Bank dated 26 June 2014 Loan Amount: Ksh. 178,725,000 Purpose: Interest rate: 9.80% Duration: 4 years Drawdown: Subject to satisfaction of terms and conditions of agreement Repayment: Reducing Balance Security: Unsecured

(f) Loan Facility Agreement between Chase Bank Kenya Limited and European Investment Bank dated 11 November 2014 Loan Amount: Ksh. 390,250,000 Purpose: Interest rate: 9.61% Duration: 4 years Drawdown: Subject to satisfaction of terms and conditions of agreement Repayment: Reducing Balance Security: (g) Loan Facility Agreement between Chase Bank Kenya Limited and Africa Agriculture & Trade Investment Fund dated 24 October 2012 Loan Amount: USD 10,000,000.00 Purpose: Financing of Sub-loans in the Agri-sector Interest rate: 4.38% Duration: 5 years Drawdown: Subject to satisfaction of terms and conditions of agreement Repayment: Partial redemption Security: Unsecured

(h) Parallel loans term facility between Chase Bank Kenya Limited and Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. and Opec Fund for International Development entered into in 2014. Loan Amount: USD 45,200,000 Purpose: on-lending to private sector companies and small and medium size enterprises Interest rate: 4.1% Duration: 5 years Drawdown: Subject to satisfaction of terms and conditions of agreement

Repayment: Reducing Balance Security: Unsecured

(i) Loan agreement between Chase Bank Kenya Limited and the International Finance Corporation dated December, 2014. Loan Amount: USD 15,000,000 Purpose: on-lending to small and medium size enterprises Interest rate: 4.93% Duration: 5 years Drawdown: Subject to satisfaction of terms and conditions of agreement Repayment: Reducing Balance Security: Unsecured (j) Loan agreement between Chase Bank Kenya Limited and Microfinance Enhancement Facility SA, SIVAC-SIF dated September 10, 2014 Loan Amount: USD 6,600,000 Purpose: funding microfinance activities Interest rate: 4.74% Duration: 5 years Drawdown: Subject to satisfaction of terms and conditions of agreement Repayment: Bullet Security: Unsecured

(k) Loan agreement between Chase Bank Kenya Limited and Microfinance Enhancement Facility SA, SIVAC-SIF dated July 2, 2014. Loan Amount: USD 18,400,000 Purpose: funding microfinance activities Interest rate: 4.74% Duration: 5 years Drawdown: Subject to satisfaction of terms and conditions of agreement Repayment: Bullet Security: Unsecured

(l) Promissory Notes in favour of ResponsAbility SIVAC (Lux) Mikrofinanz-Fonds dated various dates between August 28, 2012 and July 19, 2013 Loan Amount: Aggregating USD 15,000,000 Purpose: For On lending Interest rate: 4.98% Duration: 3 years Drawdown: Subject to satisfaction of terms and conditions of agreement Repayment: Bullet Security: Unsecured

15.7 OTHER CONTRACTS

SERVICE AGREEMENT The Issuer is party to a Software Agreement with Oracle Financial Services Software whose effective date is 30th September 2010.The agreement may be terminated by either party in the case of material default not resolved within 30 days of written notice to do so. SERVICE AGREEMENT The Issuer is party to an Annual Maintenance Agreement with ModeFin Servers Limited whose effective date is 19th July 2013 and for a period of five years. The agreement may be terminated by either party in the case of a material default not resolved within 30 days of written notice to do so. PURCHASE AGREEMENT The Issuer is party to a purchase agreement with Gestalt Gild Limited. The agreement may be terminated by either party in the case of material default not resolved within 60 days of written notice to do so.

15.8 LICENSES AND PERMITS

The Issuer has been issued with License No CBK/BSD/01/36/2015to conduct banking business in Kenya. The license covers the Head Office and branches for the period from 1st January 2015 to 31st December 2015. There are no conditions attached to the license. The Issuer has also procured business permits from the relevant county governments for the operation of its various offices, branches and ATM locations.

15.9 MATERIAL LITIGATION AND DISPUTES

The Issuer is party to various disputes which are debt recovery, security enforcement and related matters in the ordinary course of business. None of these disputes are material in the context of the Issue or the Issuer’s business.

15.10 PROPERTY AND INFORMATION ON VENDORSON MATERIAL ASSETS ACQUIRED IN THE LAST THREE YEARS

The Issuer has not acquired any material assets in the last three years.

15.11 EXPENSE OF THE OFFER

Professional fees and related costs KES

Arrangement Fees 130,000,000

Reporting Accountant & Auditor Fees 2,000,000 Legal Fees 7,500,000 Note Trustee Fees 360,000 PR & Marketing Fees 10,300,000 CMA 10,000,000 NSE 1,000,000 Miscellaneous Expenses -

Total 161,160,000

15.12 DIRECTORS DECLARTION

The Directors of Chase Bank whose names appear in the Information Memorandum accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information

15.13 DIRECTORS STATEMENT AS TO FUNDING FOR PAYMENT OBLIGATIONS

The funding obligation will be met by the cash flows and profitability from the operations of the Issuer’s business.

15.14 DIRECTORS STATEMENT AS TO LIQUIDITY REQUIREMENT

The Directors of the Issuer confirm that as at the date of this Information Memorandum, the Issuer is in compliance with the liquidity ratios required under the Prudential Guidelines.

16 GENERAL INFORMATION

16.1 DOCUMENTS AVAILABLE FOR INSPECTION

As long as any Note remains outstanding, copies of the following documents will, when published, be available for inspection at the Specified Offices of the Issuer.

I. The Memorandum and Articles of Association of the Issuer;

II. the audited financial statements of the Bank in respect of the last five financial years;;

III. extract from the minutes of the Board meeting held on [insert] approving the Issue;

IV. the Reporting Accountants’ report as reproduced in this Information Memorandum and their written consent to the

issue of this Information Memorandum with their report included herein in the form and context in which it is so

included;

V. the legal opinion of Legal Counsel to the Note Trustee as reproduced in this Information Memorandum and their

written consent to the issue of this Information Memorandum with their opinion included herein in the form and

context in which it is so included;

VI. a copy of the Trust Deed between the Note Trustee and the Issuer;

VII. a copy of the Agency Agreement between the Issue and Paying Agent, the Calculation Agent, the Transfer Agent, the

Placement Agent, the Registrar and the Issuer; VIII. a copy of the Issue Agreement between the Placing Agents and the Issuer;

IX. a copy of this Information Memorandum;

X. a copy of the approval of the Capital Markets Authority in respect of this issue;

XI. a copy of a letter of no objection from the Nairobi Securities Exchange; and

XII. a copy of a letter of “no objection” from the Central Bank of Kenya, in respect of this Issue;

XIII. each material contract (not being entered in the ordinary course of business) entered into by any member of the group

within the two years immediately preceding the publication of the prospectus;

XIV. latest certified appraisals or valuations relative to movable and immovable property and items of similar nature if applicable; and

XV. all reports letters and other documents, balance sheets, valuations and statements by any expert, any part of which is included or referred to in the prospectus. Copies of this Information Memorandum and copies of the Trust Deed, Agency Agreement and the Issue Agreement have been submitted to the Capital Markets Authority and the Nairobi Securities Exchange.

16.2 CHANGES IN SENIOR MANAGEMENT

There are no planned or expected changes in the Banks Senior management during the twenty four months following this Issue.

16.3 VOTING RIGHTS AND CONTROL

All shareholders have equal voting rights and no preferential voting rights attach to any shares. The Issuer has a diverse shareholder base and is not directly or indirectly owned or controlled by any shareholder. As at the date of this Information Memorandum, there are no arrangements known to the Issuer the operation of which may result in change of control of the Issuer.

16.4 DIRECTORS INTEREST

None of the Directors directly holds in excess of 3% of the share capital of the Issuer.

16.5 APPLICATION PROCEDURE

Application forms for the issue of Notes may be obtained from the Issuer and the Transaction Adviser. Applications must be submitted directly to the Fiscal Agent. Successful application will be notified either by the Fiscal Agent on behalf of the Issuer and the Transaction Adviser, or by the Transaction Adviser on behalf of the Issuer, of the amount of Notes allotted to them immediately after the date of allotment.

16.6 SECONDARY MARKET TRADING OF THE NOTES

Fiscal Agents, acting as principal or agent of the Issuer, may facilitate market of the Notes through purchases and/or sales of such Notes on the best effort basis. The transfer of a note from a seller to a purchaser will be carried out in accordance with the transfer regulations set out in the Agency Agreement and subject to the Terms and Conditions.

16.7 MATERIAL CHANGES TO THE BUSINESS

There have been no interruptions in the Group’s business, which may have or have had during the recent past (covering at least the previous four months) prior to the issuance of this Information Memorandum) a significant effect on the Group’s financial position.

16.8 MATERIAL CHANGES IN THE FINANCIAL INFORMATION

There has been no significant change in the financial or trading position of the Issuer which has occurred since the date of the last interim financial statements period.

16.9 MINIMUM SUBSCRIPTION

The Issuer seeks to raise a maximum of KES. 10Bn under this programme. The minimum subscription level shall be set out in the relevant Pricing Supplement.

16.10 PRINCIPAL INVESTMENTS

The Issuer has no principal investments lined up for the next 12 months

16.11 OTHER ISSUES

The Issuer confirms that it has not made an issue in the preceding three months from the date of this Information Memorandum and does not propose to make another issue of similar debt securities simultaneously with the current issue.

16.12 INTEREST

Payment of interest on the Notes will be made by the Issue and Paying Agent in Kenya. Public Notes are not tax exempt. Nonresidents will be entitled to the same treatment.

16.13 CAPITAL GAINS

With effect from 1st January 2015, any gains which accrue on the disposal of the Notes will constitute a chargeable gain under the Income Tax Act.

16.14 STAMP DUTY

So long as the Notes are quoted on the Nairobi Securities Exchange, no stamp duty is payable in Kenya on the issue, transfer or redemption of the Notes.

16.15 TAX TREATIES

Kenya has entered into double taxation treaties with Denmark, Germany, Sweden, the United Kingdom, Norway, Canada, India, France, Mauritius, Iran and Zambia.

17 LEGAL OPINION

18 REPORTING ACCOUNTANTS REPORT

19 APPENDICES

A. FORM OF PRICING SUPPLEMENT

(A limited liability incorporated in Kenya under the Companies Act (Cap. 486, Laws of Kenya with registration number C.45983)

Issue of Kenya Shillings Three Billion Fixed Rate Notes due (April 2022) under its Ten Billion Kenya Shilling

Multi Currency Medium Term Note Program. This Document constitutes the applicable Pricing Supplement relating to the issue of Notes describe herein. Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions set forth in the Information Memorandum dated […..] as updated and amended from time to time. This applicable Pricing Supplement must be read in conjunction with the accompanying Information Memorandum. To the extent that there is any conflict or inconsistency between the contents of this Pricing Supplement and the Information Memorandum, the provisions of this Pricing Supplement shall prevail.

1. Issuer Chase Bank (Kenya) Ltd.

2. Aggregate Nominal Amount

[...]

3. Green Shoe Option

[...]

4. Tranche Number

[...]

5. Issue Price [...] per cent of aggregated Nominal Amount

(i) Specified Denomination

[...]

(ii) Calculated Amount

[...]

6. Issue Date

[...]

(i) Interest Commencement Date

Issue Date

7. Maturity Date

[...]

8. Currency KES

89

9. Status of the Notes

The Notes will constitute direct, general, unconditional, Subordinate and unsecured

obligations of the Issuer.

10. Party responsible for calculating the Rate(s)

Of Interest and Interest Amount(s) (The calculation Agent)

Chase Bank (Kenya) Ltd

11. Redemption/Payment Basis Redemption at Par

12. Change of Interest or Redemption/Payment Basis

Not Applicable

13. Method of Distribution

Public Offering

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Interest Payment Period [...]

15. Interest Payment Dates [...]

16. Fixed Rate Note Provisions Applicable/Not Applicable (If applicable Floating Rate and Zero Coupon terms will NOT apply)

i. Rate of Interest [...]

ii. Day Count Fraction

[...]

iii. Other terms relating to the methods

iv. of calculating interest for Fixed Rate Notes

[...]

v. Business Day Convention: Following Business Day

17. Zero Coupon Note Provision:

Applicable/Not Applicable (If applicable Fixed Rate and Floating Rate will NOT apply)

i. Implied Yield

[...]

ii. Any other formula or basis for determining amount payable

[...]

18. Floating Rate Note Provisions

Applicable//Not Applicable (If applicable Fixed Rate

and Zero Coupon terms will NOT apply)

i. Reference Rate [...]

90

ii. Business Day Convention Following Business Day

iii. Minimum Rate

[...]

iv. Maximum Rate

[...]

v. Margin

[...]

vi. Day Count Fraction

[...]

vii. Other terms related to the calculation of interest

[...]

19. Other Notes (If the Notes are not Fixed Rate Notes, Floating Rate Notes or Zero Coupon Notes. Or f the Notes are a combination of any of the above stated, forms of Notes)

[...]

TERMS RELATING TO REDEMPTION AND MATURITY

20. Early Redemption:

The Issuer may only redeem the entire Note after year five together with accrued interest to the

date of redemption and subject to the following conditions:

i. The Fiscal Agent and the Noteholders

have each received from the Issuer not less than 30 days prior written notice

specifying the date of the Principal Repayment or an interest Payment.

21. Final Redemption Amount for each Note

[...]

22. Early Redemption Date

[...]

23. If redeemable in part; A. Minimum Redemption Amount

B. Maximum Redemption Amount

[...] [...]

24. Other terms applicable to redemption [...]

GENERAL TERMS

25. Form of Notes

Registered Form

26. Method of Distribution Public /Private Placement

91

27. Financial Centre Nairobi, Kenya

28. Minimum Subscription Amount

[...]

29. Any other terms or special Conditions

[...]

30. If syndicated, names and address of Placing Agent

[...]

31. Selling restrictions [...]

32. Governing Laws (If the laws of Kenya do not apply)

[...]

33. Rights of Cancellation

[The Notes will be delivered to investors on the Issue Date/Settlement Date by

physical delivery provided that:

i. no event occurs prior to the settlement process being finalised on the Issue

Date/Settlement Date which the Issuer (in its sole discretion) consider to be a force

majeure event; or

ii. no event occurs which the Issuer (in its sole discretion) considers may prejudice

the issue, the Issuer or the Notes,

(each a Withdrawal Event).

If the Issuer decides to terminate this transaction due to the occurrence of a Withdrawal Event, this

transaction shall terminate and no party hereto shall have any claim against any other party as a

result of such termination. In such event, the Notes, if listed, will immediately be de-listed.

Indicative Timetable

Events Date

Application Lists Open [...]

Application Lists Close [...]

Date of Allocation [...]

Announcement Date [...]

Settlement Date [...]

Issue Date [...]

92

Material Change Excluding the Information disclosed in this document there has been no material adverse change in the Issuer’s financial position since the date of the Issuer’s last audited financial statements Responsibilty Statement The Issuer certifies that to the best of its knowledge and belief, there are no facts that have been omitted which would make any statement in the Information Memorandum, as read together with this Applicable Pricing Supplement, false or misleading. The Issuer accepts full responsibility for the accuracy of the information contained in the Information Memorandum as read together with this Applicable Pricing Supplement.

Crediting of CDS Accounts [...]

Commencement of Trading [...]

93

B. APPLICATION FORM

Chase Bank (Kenya) Limited

Incorporated in Kenya under the Companies Act (Cap 486) Reg. No. C.45983

OFFER APPLICATION FORM In respect of an issue of Kenya Shillings 10,000,000,000) Subordinated Multicurrency Medium Term Note Programme of Fixed and Floating Interest Rate Notes due to mature in XXXX (the “Notes”) at par and listing of the Notes on the Fixed Income Securities Market Segment of the Nairobi Securities Exchange.

Offer opens at 9.00 am on the [] XXXXX 2015 Offer Closes at 5.00 pm on [] XXXX 2015

The Board of Directors shall reject any application in whole or in part if the instructions as set out in the Information Memorandum and the Application Form are not complied with.

APPLICANT’S STATEMENT

By signing the Application Form overleaf, I /We the applicant(s) herein state that:- 1. I/We have full legal capacity and having read the Information Memorandum and this Application Form including the notes at the

back I/we hereby irrevocably apply for and request you to accept my/our application for the under mentioned value of Notes in Chase Bank (Kenya) Limited, or any lesser value of Notes that may, in your sole and absolute discretion, be allotted to me/us subject to the Articles of Association of Chase Bank (Kenya) Limited.

2. I/We authorize Chase Bank (Kenya) Limited to enter my/our name in the register of Noteholders of Chase Bank (Kenya) Limited as holder(s) of Notes to me/us and to issue any refunds due to me/us via Electronic Funds Transfer in accordance with the terms and conditions in the Information Memorandum.

3. I/We agree that this application shall be irrevocable and shall constitute a contract which shall become binding upon receipt by Chase Bank (Kenya) Limited, and shall be governed by the terms and conditions of the notes.

4. I/We acknowledge that Chase Bank (Kenya) Limited reserves the right to reject any application found to be in contravention of above declarations.

5. I/We confirm that all information provided by me/us on the Application Form is true.

GENERAL INSTRUCTIONS ON COMPLETING THE APPLICATION FORM

6. Applications can only be made through Genghis Capital Limited and NIC Capital Limited. 7. Genghis Capital Limited and NIC Capital Limited will be pleased to assist in understanding the application process and

subsequently filling in the Application Form. 8. Where necessary, applicants are requested to consult their financial advisor. The offer closes on [] XXXXX 2015. 9. Use original Application Form only. Photocopies will not be accepted. 10. Use capital letters with only black/blue biro/ink, within the grid spaces provided. Alterations (other than deletion of alternatives)

must be authenticated by the full signature of the applicant or preferably a new form used. 11. No individual or organization can make any promises contrary to the allocation criteria specified in the Information

Memorandum. 12. Receiving Bank details: Chase Bank (Kenya) Limited, Account Number [],

94

OFFER APPLICATION FORMS T F S

T F

Serial No:

P LEASE COMP LETE IN CAP ITAL LETTERS USING BLUE/ BLACK INK

A : A P P LIC A N T P OOL: (Tic k a s a pplic a ble )

A pplic a nt type : Reta il/ Individua l Ins titutio na l

R e s ide nc e : Res ident No n Res ident C it ize ns hip: Kenyan Eas t African Fo re igner

B : ( i) P R IM A R Y A P P LIC A N T D ETA ILS : (N a m e s a s pe r N a t io na l ID / P a s s po rt )

Surname (Las t Name)

Firs t Name and Other Names

P as s po rt Number / ID Number / Alien ID Number Co untry o f Is s ue

( ii) J OIN T A P P LIC A N T 1 D ETA ILS : (N a m e s a s pe r N a t io na l ID / P a s s po rt )

Surname (Las t Name)

Firs t Name and Other Names

P as s po rt Number / ID Number / Alien ID Number Co untry o f Is s ue

( iii) J OIN T A P P LIC A N T 2 D ETA ILS : (N a m e s a s pe r N a t io na l ID / P a s s po rt )

Surname (Las t Name)

Firs t Name and Other Names

P as s po rt Number / ID Number / Alien ID Number Co untry o f Is s ue

( iv ) C OR P OR A TE / IN S TITUTION S : (N a m e a s pe r C e rt if ic a te o f R e g is tra t io n / Inc o rpo ra t io n)

Name

Regis tra tio n / Inco rpo ra tio n No . Co unrty o f Regis tra tio n / Inco rpo ra tio n

F o r N o m ine e A pplic a nts Only:

Acco unt Name / Number

C : VA LUE OF N OTES A P P LIED F OR :

Minimum Amo unt o f KShs . 100,000; Additio na l Amo unt in Multiples o f KShs . 100,000

FIXED INTEREST RATE NOTES

FLOATING INTEREST RATE NOTES

D : F ULL M A ILIN G A D D R ES S A N D C ON TA C T D ETA ILS F OR A LL A P P LIC A N TS :

P .O. Bo x P o s ta l Co de Stree t

City/ To wn Co untry

Telepho ne Number Mo bile Number

Email Addres s

Fax Number

P RINT ONLY WITHIN BOXES

GOOD BAD

95

REFUND & INTEREST DISPOSAL DETAILS

Serial No:

E: R EF UN D / IN TER ES T P A YM EN T A N D P R IN C IP A L R EP A YM EN T:

Ele c tro nic F und Tra ns fe r Only

Name o f Bank Bank Co de

Name o f Branch (e .g. MOI AVENUE)

Acco unt Number

F : S IGN A TUR ES

Signa ture 1 Signa ture 2 Co mpany Sea l

Date (DD / MM / YYYY)

/ / 2 0 1 5

G: F OR OF F IC IA L US E ON LY:

Autho ris ed P lacement Agent S tamp

&N OTES TO THE C HA S E B A N K (KEN YA ) LIM ITED M TN A P P LIC A TION F OR M

A Tick the appropriate investor pool whether retail/individual or Institutional. Tick appropriate residence and citizenship status.

B

C Fill in the value of Notes being applied for

D

E

F

G This section is reserved for the official use of the Placement Agent and the Receiving Agent

Please note that the application forms received by Genghis Capital Limited and NIC Capital Limited after the closing date will be automatically rejected.

Fill in the names as per the CDS Account since this will be a fully dematerialized Note Issue where no certificates wil be issued. Trusts that have not been

incorporated, a partnership or a deceased's estate cannot be used. Trustees of unincorporated trusts, individual partners or executors may apply for

Notes in their own name(s)

For refunds (if any), interest payment and principal repayments, fill in your bank details i.e name of bank, branch name, bank code( the five-digit code

indicating bank & branch codes) and the correct account number. Refunds will be payable via Electronic Funds Transfer(EFT)

Institutional applications must be signed by Authorized Signatories and the company seal appended in the space provided. Applicants signing by

thumbprint must have the thumbprint witnessed next to it, and the witness should provide his/her full names and identification number within the

signature box

Fill in your current contact details; your mailing address including the postal code, telephone number, mobile telephone number and email address