Proposed Reduction of Britams Share Premium by 5.8 B

The Board of Directors of Britam Holdings Plc (Company) hereby announces to the shareholders and the investing public that on [30 March 2026], the board unanimously resolved to recommend to the shareholders to pass a special resolution at the next Annual General Meeting of the Company to reduce the amount standing to the credit of its share premium account by [KES 5,875,252,000] from [KES 13,237,451,000] to [KES 7,362,199,000] (Share Premium Reduction) and to apply the amount of reduction to offset the Company’s accumulated losses which, as of [31 December 2025], stood at KES 5,875,252,000

If the proposed Share Premium Reduction becomes effective, it would enable the Company to create distributable reserves to support:

(i) the future payment of dividends to shareholders should circumstances make it appropriate or desirable to do so.

(ii) other corporate purposes of the business.

The proposed Share Premium Reduction is subject to:

(a) the issue by the Company in due course of a shareholders’ circular to its shareholders upon approval by the Capital Markets Authority:

(b) a special resolution of the shareholders of the Company to approve the Share Premium Reduction

(c) confirmation of the Share Premium Reduction by the High Court of Kenya,

(d) the subsequent registration of the court order confirming the Share Premium Reduction together with an approved statement of capital at the Companies Registry.

The board confirms to the shareholders that:

(a) the proposed Share Premium Reduction will not result in any change in the shareholding of the Company. Accordingly, shareholders of the Company will continue to hold the same number and type of shares they own prior to completion of the implementation of the Share Premium Reduction subject to any sale or purchase instructions made by them on the Nairobi Securities Exchange in the ordinary manner; and

(b) the total equity and net assets of the Company will not be negatively affected by the proposed Share Premium Reduction.

A reduction in the share premium account results in a corresponding reduction in the accumulated losses account. This means the Company’s strong financial position remains unaffected. The Share Premium Reduction creates a foundation for future value to shareholders through payment of dividends should circumstances make it appropriate or desirable to do so.

Additional information on the Share Premium Reduction will be provided in a shareholders’ circular to be published by the Company in due course upon approval by the Capital Markets Authority, prior to the Annual General Meeting of the Company.