27 January 2015 CHAIRMAN’S STATEMENT , UAP Holdings and Strategic Partnership

UAP Holdings Limited (“UAP”) has today entered into a strategic partnership with Old Mutual plc (“Old Mutual”). This follows receipt of a notice of intention from Old Mutual Holdings Limited to increase its stake in UAP with further acquisition of 37.33% of the issued shares of the Company held by the private equity investors - The Abraaj Group, AfricInvest and Swedfund - from the previous agreement to purchase 23.33% from Centum and Dr. Chris Kirubi.

Shareholding On conclusion of the share transfer, Old Mutual will be the key strategic investor in UAP with 60.66% of the shareholding.

The anchor shareholders in the UAP Group – myself, Dr. Joe Wanjui (through Bawan Limited) and Mr. James Muguiyi will remain shareholders in UAP. By remaining in the company to continue growing the business with Old Mutual, we as the anchor shareholders have demonstrated our con dence in the strong growth prospects of this strategic partnership.

In particular, I note with appreciation that the joint eort of the outgoing private equity investors and the anchor shareholders has led to the emergence of the now successful UAP brand which is set to catapult the business into the next growth phase.

Going forward, the anchor shareholders and Old Mutual are committed to building signi cant stakeholder value, in conjunction with all other local shareholders. Whilst shares are currently trading on the Over-The-Counter (OTC) market, the vision to list the Company on the stock exchange remains a core objective.

Strategic Rationale This is an exciting development for our business and for our clients, as the strategic partnership with Old Mutual is aligned with UAP’s vision of creating a revolutionary African nancial services company that delivers what customers want and where they need it.

As you may be aware, UAP has grown from humble roots as a Kenyan General services provider in 1920, to a strong business franchise focusing on Insurance (General, Life and Medical Insurance), Investment Management and Properties, in six East and Central Africa countries - Kenya, , , , and DR Congo.

The combined UAP and Old Mutual businesses in Kenya will be enhanced to include: Insurance, Investment Management, Properties, Banking and Securities Brokerage thus creating a strong operating platform to continue growing the business. The growth of the UAP business in new markets including Tanzania, Rwanda and DR Congo will also be enhanced to include all products and services under the combined UAP-Old Mutual brand.

The complementarity of the two strong brands – UAP, a distinctive brand south of the Sahara and north of the Limpopo, and Old Mutual, a strong global brand and ’s leading insurance brand – will also result in better value oering for current and future clients. Clients will bene t from the combined strengths of both organizations in: IT systems, distribution networks, a wide range of products and services, as well as, strong leadership teams.

In all, the partnership will be mutually bene cial to UAP and Old Mutual by accelerating the attainment of our ambitious growth plan, and ultimately deliver value to customers by availing integrated nancial products and services.

Dr. JB Wanjui CBS Chairman - UAP Holdings Limited