Joint Media Release

Atlas Mara Limited, ABC Holdings Limited and KCB Group Plc sign share purchase agreement for the acquisition of African Banking
Corporation Tanzania Limited
Complementary transaction that combines KCB’s strong corporate and retail banking franchise with BancABC Tanzania’s retail and
commercial banking operations

Dar es Salaam – Atlas Mara Limited (“Atlas Mara”), ABC Holding Limited and KCB Group Plc (“KCB”) announce that they have signed a definitive
agreement regarding a proposed acquisition of African Banking Corporation Tanzania (“BancABC”) by KCB followed by a subsequent merger
with KCB’s wholly owned subsidiary operating in Tanzania, KCB Bank Tanzania Limited (“KCB Tanzania”). Once implemented, the combined
bank is expected to strengthen its financial and regulatory ratios, resulting in a robust balance sheet and capital structure that will support
business growth and ensure the banks’ customer base benefits from being a part of one of the biggest banking groups in East Africa.

The transaction is subject to the meeting of various conditions precedent which, amongst others, include regulatory approvals by the Bank of
Tanzania, competition authorities, and all relevant entities.

The key highlights of the proposed transaction include:

• A complementary transaction that combines KCB Tanzania’s strong retail and corporate banking franchise with BancABC’s retail and
commercial banking operations.
• KCB Tanzania and BancABC’s customers to benefit from a well-capitalised bank, a more sophisticated product and service offering, and an
enhanced distribution network across Tanzania.
• Following the legal merger of the two banks, the enlarged entity is expected to rank as a top ten bank in the industry and will be a wholly
owned subsidiary of KCB Group Plc

Commenting on the transaction, KCB Tanzania Managing Director Mr. Cosmas Kimario, said: “We are very pleased to have reached an agreement
on a proposed merger with BancABC, a retail and commercial bank with complementary branch and agent network across key regions in
Tanzania. This merger, will see the combined bank increase its market share and distribution network across the country, and improve our
operating leverage by enabling us to deliver our existing product offerings to a wider base of customers in Tanzania while positioning the bank
for sustainable growth in the long-term. In addition, BancABC’s customers would benefit from best in class digital capability, transactional
banking solutions and international banking offering from KCB’s broader regional footprint. Notably, this transaction will allow us to play a
greater role in Tanzania’s robust economic growth, using our combined balance sheet to support our corporate customers while leveraging
our enhanced distribution network to deepen financial inclusion in Tanzania.

Imani John, MD of BancABC , said: “We are delighted about the proposed merger with KCB Tanzania. This transaction represents an opportunity
for BancABC to benefit from being part of large banking group with significant operational track record across the East African region. Our
combined operation will benefit from KCB Tanzania’s strong digital banking capabilities, complementary branch and agent network, and
innovative product offering, as well as international banking offerings leveraging the KCB regional footprint. I want to assure our clients that
safety, security, and customer service will remain our top priorities during the transition, and they can look forward to new products and
services as the combined institution pursues sustainable growth. Our mission to serve and support our customers during this time and to
continue to contribute to economic development of the country will benefit significantly from this proposed merger, and we look forward to
working with the KCB Tanzania team.”

KCB Group Plc is East Africa’s largest commercial Bank that was established in 1896 in Kenya. Over the years, the Bank has grown and spread
its wings into Tanzania, South Sudan, Uganda, Rwanda, Burundi and Ethiopia (Rep). Further to the banking businesses in these markets, KCB
Group owns National Bank of Kenya, a Kenyan lender. Today KCB Group Plc has the largest branch network in the region with 360 branches,
1,090ATMs and over 23,230 merchants and agents offering banking services on a 24/7 basis in East Africa. Additionally, KCB Group owns KCB
Insurance Agency, KCB Capital Limited, KCB Foundation and Kencom House Limited as non-banking businesses. The Bank has a wide network
of correspondent relationships totaling over 200 banks across the globe and our customers are assured of a seamless facilitation of their
international trade requirements wherever they are.

The proposed transaction is in line with Atlas Mara’s repositioning as a streamlined holding company with an increased focus on a core
footprint. The merger will see BancABC’s retail loan capability, branch and agent network leverage KCB Rwanda’s best in class digital platform,
complementary distribution network and product suite to create a platform for further growth and the facilitation of financial inclusion for
the unbanked in the country.

BancABC and KCB Tanzania will draw on Atlas Mara and KCB’s strong track records of post-merger integration to ensure a successful combination.

For further information please contact Upendo Nkini

Head of Marketing and Communications
Email unkini@bancabc.com

Head Quarters: BancABC TZ 5th & 6th Floor, Uhuru Heights, Bibi Titi Mohammed Road, Dar es Salaam Tanzania