MERGER OF NIC AND CBA BANKS AGREED BY THE RESPECTIVE BOARD OF DIRECTORS

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Serving over 40 million customers in 5 countries the combined entity will be the largest bank in Africa by customers.

NIC Group PLC (“NIC”) and Commercial Bank of Africa Limited (“CBA”) wish to announce that their respective Boards of Directors have agreed to the merger of NIC and CBA.

The merger will be completed upon fulfilment of a certain set of conditions precedent, customary to transactions of this nature, including but not limited to, the parties obtaining applicable shareholder and regulatory approvals, and the parties entering into and completing various transactional agreements to complete the merger.

The proposed merger will create a bank with the financial strength, expertise, and regional reach to support Kenya’s and the regions’ economic growth aspirations. In particular, the merged entity will be in a strong position to play a key role in supporting Kenya’s economic ambitions, specifically facilitating implementation of the Big Four Agenda which focuses on food security, affordable housing, manufacturing and universal healthcare.

The combined bank will be amongst the largest financial institutions in the East Africa region with a total asset base in excess of KES 444 Billion and Shareholders’ Equity of KES 65 Billion. It will be the second largest bank in Kenya by customer deposits and third largest by total assets and a true market leader in Corporate Banking, Asset Finance and Digital Banking. The bank will operate a network of more than 100 branches across five regional economic centers including Nairobi, Kampala, Dar es Salaam, Kigali and Abidjan. Serving over 40 million customers, the combined entity will be the largest bank in Africa by customer numbers.

The proposed merger will be executed through a share swap, and it is proposed that the 34 shareholders of CBA will exchange their shares in CBA for new shares in NIC, which will be the holding company of the merged businesses and remain a publicly listed company quoted on the Nairobi Securities Exchange. It is envisioned that the share exchange ratio will be based on a 47:53 relative valuation of NIC and CBA respectively. As such, it is expected that the CBA shareholders will in aggregate own 53% of the then issued shares in NIC, whilst existing NIC shareholders will own 47% of the then issued shares in NIC.

The merged entity will be a universal bank providing a full range of financial products and services to corporate, institutional, SME and consumer banking customers, who will benefit from strong relationship management and customer service excellence. This institution will be a clear market leader in Asset Finance and Corporate Banking. On the digital front the bank will remain a clear leader in innovation, through well established brands such as M-Shwari and Fuliza (in partnership with Safaricom in Kenya), M-Pawa (in partnership with Vodacom in Tanzania), MoKash (in partnership with MTN in Uganda and Rwanda) and MoMoKash (in partnership with MTN and Bridge Group in Côte d’Ivoire), and will play a key role in supporting the financial inclusion agenda

in all these markets. The combined entity is firmly positioned to become, not just a significant player in the region, but the leading bank in Kenya.

The combined larger group will provide new and greater opportunities for employee development, advancement and growth.

Mr. James P M Ndegwa, Chairman of NIC, commented:

“The combined bank will be a very strong financial player in the region with the ability to drive growth and support Kenya’s ambitious economic agenda and that of its neighbouring territories. Our enhanced capacity through capital and balance sheet consolidation, as well as combined product and service capabilities, will make us the preferred partner to anyone doing business in East Africa and beyond. It also presents an attractive prospect to our shareholders as the strategic benefits from the merged entity materialise and financial synergies are delivered.”

Desterio A. Oyatsi, Chairman of CBA, commented:

“This merger presents us with the opportunity to play a critical role in the economies of the markets we operate in and the foundation to scale our business into other markets within our continent; leveraging our core strengths of innovation which have delivered considerably to our financial inclusion agenda and enabled us to provide access to financial services to over 40 million customers in 5 markets. We are well positioned to use our strong focus in relationship management, customer service and digital delivery to change the face of banking in our markets. These are exciting times indeed, for our staff, our customers and shareholders.”

Upuntilthemergerbecomeseffectivethetwoentitieswillcontinuetooperateindependently.The merger is expected to be completed in the second half of2019.

OTHER INFORMATION

1.     Faida Investment Bank is acting as an independent financial adviser toNIC.

2.     NIC Capital and CBA Capital are consulting Investment Banks on the transaction.

3.     Coulson Harney LLP (Bowmans) and Iseme, Kamau & Maema Advocates (IKM) are acting as legal adviser to CBA and NIC,respectively.

4.     Redhouse Group is acting as strategic communications adviser to CBA and NIC.

 

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