KCB INVESTMENT BANK LIMITED

IMPORTANT — PLEASE READ CAREFULLY. These Terms and Conditions govern your access to and use of the website operated by KCB Investment Bank Limited. By accessing, browsing or otherwise using the Website, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, you must stop using the Website immediately. Nothing on the Website constitutes investment, legal, tax or other professional advice, nor an offer or solicitation to buy or sell any security or financial product.

1. Introduction and Acceptance

1.1  These terms and conditions (the “Terms”) govern the access to and use of the website located at investment.kcbgroup.com  and any associated pages, sub-domains, portals, applications and online services (collectively, the “Website”) operated by KCB Investment Bank Limited.

1.2  In these Terms, “we”, “us”, “our”,  or “KCB IB” means KCB Investment Bank Limited, a company incorporated in Kenya and a wholly-owned subsidiary of KCB Group Plc. “You” and “your” mean any person who accesses or uses the Website, whether as a visitor, prospective client or client.

1.3  By accessing or using the Website you accept these Terms and agree to comply with them. If you are accessing the Website on behalf of a company, partnership, trust, fund or other legal entity, you represent that you are authorised to bind that entity, and references to “you” include that entity.

1.4  These Terms incorporate by reference our Privacy Policy, Cookie Policy and any additional terms, notices or disclaimers published elsewhere on the Website or applicable to specific services. Where there is a conflict, the terms governing a specific service or product prevail over these Terms in respect of that service or product.

1.5  These Terms apply to your use of the Website only. They do not replace, vary or supersede the contractual documentation governing any service we provide to you, including any mandate, advisory agreement, discretionary or contractual portfolio management agreement, trust deed, information memorandum, placement memorandum, brokerage agreement, account opening documentation or know-your-customer (KYC) terms (together, the “Client Agreements”). In the event of any conflict between these Terms and a Client Agreement, the Client Agreement prevails.

2. About Us and Regulatory Status

2.1 KCB IB is licensed and regulated by the Capital Markets Authority (the “CMA”) under the Capital Markets Act (Cap. 485A, Laws of Kenya) and the regulations made under it to operate as an Investment Bank.

2.2 KCB IB is authorised to carry on the regulated activities described in Section 4. The Website is intended to provide information about the Bank and these activities and to facilitate communication with current and prospective clients.

2.3 Our registered office is at Kencom House, 2nd Floor, Moi Avenue, Nairobi.

3. Scope, Eligibility and Access

3.1  Purpose of the Website

The Website is provided for general information purposes and to support our relationship with clients and prospective clients. The content, fact sheets, fund documents, research reports, market commentary and other materials on the Website are made available for your convenience and do not constitute advice or a recommendation of any kind.

3.2  Eligibility

To use the Website and consume the products and services offered by KCB IB, you must have the requisite legal capacity. Certain products and services described on the Website are available only to specific categories of eligible investors (for example, professional investors, qualified or sophisticated investors, or persons who meet minimum subscription thresholds). You must not access or rely on any such material unless you satisfy the applicable eligibility criteria.

3.3  Territorial restrictions

The Website is directed at persons jurisdictions including Kenya where KCB IB’s products and services may be legally consumed. The products and services described are intended for distribution only where, and to the extent that, they may lawfully be offered. The Website is not directed at any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) the publication or availability of the Website or any product or service is prohibited. Persons accessing the Website are responsible for compliance with all applicable local laws.

3.4  Access and registration

Some areas of the Website may require registration or the use of access credentials. Where we grant you access to a secure client portal or online service, your use of that portal is also subject to any additional terms presented to you at the point of access. We may refuse, suspend or withdraw access to all or part of the Website at any time and without notice.

4. Information About Our Services

The Website may contain descriptions of the following services. These descriptions are summaries for information only and are qualified in their entirety by the relevant Client Agreements and offering or regulatory documents. The availability of any service is subject to our acceptance, applicable eligibility and suitability assessments, completion of KYC and onboarding requirements, and the terms of the relevant Client Agreement.

4.1  Advisory

We provide corporate finance, transaction and capital markets advisory services. Any advisory material on the Website is general in nature, does not take account of your particular objectives, financial situation or needs, and must not be treated as a personal recommendation. Advisory services are provided only under a written engagement and on the terms of that engagement.

4.2  Fund Management

We act as a fund manager in respect of collective investment schemes and other funds. Information on the Website about any fund (including any unit trust, alternative investment fund, factsheet, performance figure or yield) is provided for information only and is qualified by the fund’s constitutive and offering documents (such as the trust deed, information memorandum or placement memorandum). An investment in any fund may be made only on the basis of those documents, and not on the basis of any material on the Website.

4.3  Contractual Portfolio Management

We provide contractual (including discretionary and non-discretionary) portfolio management services under which we manage assets in accordance with an agreed mandate. Any reference on the Website to portfolio strategies, model portfolios, asset allocations or returns is illustrative only. The terms on which we manage a portfolio, including the scope of any discretion, the investment policy, fees and risk parameters, are set out exclusively in the relevant portfolio management agreement.

4.4  Brokerage

We provide brokerage and securities dealing services, including the execution of orders on securities exchanges. Any market data, prices, quotes, indices or order forms made available on the Website are indicative and for information only, may be delayed, and do not constitute an offer to deal at any price. Orders are accepted and executed only in accordance with the applicable brokerage terms, the rules of the relevant exchange and clearing and settlement arrangements, and applicable law.

5. No Advice, Offer or Solicitation

5.1  Nothing contained on the Website constitutes, or should be construed as, investment, financial, legal, tax, accounting or other professional advice, or a personal recommendation, in relation to any security, financial product, transaction or investment strategy.

5.2  Nothing on the Website constitutes an offer, invitation, inducement or solicitation to buy, sell, subscribe for or deal in any security or financial product, or to enter into any transaction, in any jurisdiction. No such offer is made except by means of the relevant offering, constitutive or contractual documents and only where lawful to do so.

5.3  You should not act, or refrain from acting, on the basis of any content on the Website. Before making any investment decision you should obtain independent professional advice that takes account of your own objectives, financial situation, knowledge, experience and needs, and you should read all relevant offering and contractual documents in full.

5.4  Any opinions, projections, forecasts, estimates or forward-looking statements on the Website reflect our views as at the date of publication, are subject to change without notice, and involve significant assumptions, risks and uncertainties. We are under no obligation to update them.

6. Investment Risk Warnings

6.1  Investing involves risk. The value of investments and the income is subject to market risk.

6.2  The following risk warnings apply to the products and services described on the Website:

• Past performance is not a reliable indicator of future results. Simulated or hypothetical performance has inherent limitations and is not indicative of actual future performance.

• Where an investment is denominated in a currency other than your reference currency, changes in exchange rates may have an adverse effect on its value, price or income.

• Yields, distributions and projected returns are estimates only and are not guaranteed.

• Certain products (including alternative investment funds and private placements) may be illiquid, may involve leverage, may have limited redemption rights, and may carry a risk of capital depreciation. Such products are suitable only for investors who meet the applicable eligibility criteria and who understand and can bear the associated risks.

• Forecasts and forward-looking statements are subject to market, economic, regulatory and other factors beyond our control.

6.3  Specific and complete risk disclosures for any product or service are set out in the relevant offering and contractual documents, which you must read before investing.

7. Intellectual Property Rights

7.1  All content on the Website, including text, graphics, logos, trade marks, service marks, icons, images, audio, video, data compilations, software and the design, structure, selection, coordination and arrangement of such content (the “Content”), is owned by or licensed to KCB IB or KCB Group Plc and is protected by the applicable intellectual property laws.

7.2  The names “KCB”, “KCB Investment Bank”, associated logos and other marks displayed on the Website are trade marks or registered trade marks of KCB Group Plc and its affiliates. Nothing on the Website grants you any licence or right to use any such mark without our prior written consent.

7.3  We grant you a limited, non-exclusive, non-transferable, revocable licence to access and view the Content for your own personal, non-commercial use, subject to these Terms. You may print or download extracts for your own records, provided you do not modify them and you retain all copyright and other proprietary notices.

7.4  Except as expressly permitted, you must not copy, reproduce, republish, download, post, broadcast, transmit, adapt, distribute, sell, licence, frame, scrape, data-mine or otherwise exploit any Content without our prior written consent. All rights not expressly granted are reserved.

8. Acceptable Use and Prohibited Conduct

8.1  You agree to use the Website only for lawful purposes and in accordance with these Terms.

8.2  You must not:

• use the Website in any way that breaches any applicable law or regulation, or that is fraudulent or has any unlawful or fraudulent purpose or effect;

• gain or attempt to gain unauthorised access to the Website, the server on which it is stored, or any server, computer or database connected to it;

• introduce any virus, worm, trojan, logic bomb, malicious code or other material that is harmful or technologically damaging;

• attack the Website via a denial-of-service or distributed denial-of-service attack, or otherwise interfere with the proper functioning, security or integrity of the Website;

• reverse engineer, decompile or disassemble any part of the Website, or attempt to circumvent any access control or security measure;

• impersonate any person or entity, or misrepresent your identity or affiliation; or

• use the Website to transmit unsolicited communications, or to upload, post or transmit any unlawful, defamatory, obscene, infringing or otherwise objectionable material.

8.3  We reserve the right to report any breach of this Section, and any suspected unlawful activity, to the relevant authorities and to cooperate with them, including by disclosing your identity.

9. Third-Party Content and Links

9.1  The Website may contain links to third-party websites, resources, content or services that are not owned or controlled by us. Such links are provided for your convenience only. We do not endorse, and are not responsible for, the content, products, services, accuracy, availability or privacy practices of any third-party website or resource.

9.2  The Website may display data, market information, research, ratings or other content provided by third parties. While we take reasonable care in selecting our sources, we do not independently verify, and do not guarantee the accuracy, completeness or timeliness of, any third-party content, and we accept no liability for it. Your use of any third-party website or content is at your own risk and subject to that third party’s terms.

10. Privacy and Data Protection

10.1  We process personal data in accordance with the Data Protection Act, 2019, the Data Protection (General) Regulations, 2021 and our Privacy Policy, which forms part of these Terms and is available on the Website.

10.2  By using the Website, you acknowledge that we collect, use, store, share and otherwise process personal data about you for the purposes set out in our Privacy Policy, including providing our services, complying with legal and regulatory obligations (such as KYC, anti-money laundering and tax reporting), administering your account and improving the Website.

10.3  Where we act as a data controller, we are responsible for determining how and why your personal data is processed. You have rights in relation to your personal data, including rights of access, correction, erasure, objection and to lodge a complaint with the Office of the Data Protection Commissioner. Details of how to exercise your rights are set out in our Privacy Policy.

10.4  You are responsible for ensuring that any personal data you provide to us (including data relating to third parties such as authorised signatories, beneficial owners or representatives) is accurate and that you are entitled to provide it to us for processing in accordance with our Privacy Policy.

11. Cookies and Tracking Technologies

The Website uses cookies and similar technologies to operate, secure, analyse and improve the Website and your experience. By continuing to use the Website, you consent to our use of cookies in accordance with our Cookie Policy, except for those cookies for which we are required to obtain your specific consent. You can manage your cookie preferences through your browser settings and, where provided, through our cookie consent tool. Disabling certain cookies may affect the functionality of the Website.

12. Accuracy, Availability and No Warranties

12.1  While we take reasonable care to ensure that the information on the Website is accurate and up to date, the Website and its Content are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we make no representations, warranties or guarantees, whether express or implied, that the Website or any Content is accurate, complete, current, reliable, uninterrupted, error-free, secure or free from viruses or other harmful components, or that defects will be corrected.

12.2 We do not warrant that the Website will be available at all times or at any particular time. Access to the Website may be suspended, withdrawn, discontinued or changed at any time without notice, including for maintenance, upgrades, security or operational reasons.

13. Limitation of Liability

13.1  To the fullest extent permitted by law, we (together with our directors, officers, employees, agents and affiliates) shall not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with your access to, use of, or inability to use the Website or any Content, including any:

• loss of profits, revenue, business, goodwill, anticipated savings or opportunity;

• loss arising from reliance on any Content, market data, price, forecast or opinion on the Website;

• loss or corruption of data; or

• indirect, special, incidental, consequential or punitive loss or damage,

in each case even if foreseeable and even if we have been advised of the possibility of such loss.

13.2  Your access to and use of the Website is at your own risk. This Section does not affect your rights, or our obligations, under any Client Agreement, which are governed exclusively by that agreement.

14. Indemnity

You agree to indemnify and hold harmless KCB IB and its directors, officers, employees, agents and affiliates from and against any claims, demands, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with your breach of these Terms, your misuse of the Website, or your violation of any law or the rights of any third party.

15. Anti-Money Laundering and Sanctions

15.1  We are required to comply with POCAMLA, the Prevention of Terrorism Act, 2012, applicable CMA guidelines and other laws relating to the prevention of money laundering, terrorism financing and proliferation financing, and with applicable sanctions regimes.

15.2  Before we provide any service, and on an ongoing basis, you may be required to provide information and documents to satisfy our customer due diligence, KYC and verification requirements. We may decline to act, suspend or terminate a service or relationship, and may make reports to the relevant authorities, where required by law or where we consider it necessary to comply with our legal and regulatory obligations. We may do so without notice and without liability to you, to the extent permitted by law.

16. Changes to These Terms and the Website

16.1  We may amend these Terms at any time by posting the revised Terms on the Website. The “Effective Date” and “Last Reviewed” fields indicate when these Terms were last updated. Any amendment takes effect from the date of posting unless we state otherwise.

16.2  Your continued use of the Website after any amendment constitutes your acceptance of the revised Terms. You are responsible for checking these Terms periodically. We may also change, suspend or discontinue any aspect of the Website at any time.

17. Force Majeure

We shall not be liable for any failure or delay in performing our obligations in relation to the Website where such failure or delay results from any cause beyond our reasonable control, including failure of public or private telecommunications networks, power failure, internet outage, cyber-attack, act of God, fire, flood, epidemic or pandemic, governmental or regulatory action, or industrial action.

18. General

18.1  Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

18.2  Waiver

No failure or delay by us in exercising any right or remedy under these Terms shall operate as a waiver of that or any other right or remedy. No single or partial exercise of any right or remedy shall prevent any further exercise of it.

18.3  Assignment

You may not assign or transfer any of your rights or obligations under these Terms. We may assign, transfer or sub-contract our rights and obligations under these Terms at any time.

18.4  Entire agreement

These Terms, together with the documents referred to in them, constitute the entire agreement between you and us in relation to your use of the Website and supersede any prior agreement or understanding on that subject.

18.5  No partnership or agency

Nothing in these Terms creates any partnership, joint venture, agency or employment relationship between you and us, nor does the Website create any client, advisory or fiduciary relationship, which arises only under a Client Agreement.

19. Governing Law and Dispute Resolution

19.1  These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or formation, are governed by and construed in accordance with the laws of Kenya.

19.2  Subject to Section 19.3, the courts of Kenya shall have exclusive jurisdiction to settle any such dispute or claim.

19.3  We may, at our option, refer any dispute arising out of or in connection with these Terms to be finally resolved by arbitration in Nairobi, Kenya, in accordance with the Arbitration Act, 1995  before a single arbitrator appointed in accordance with the applicable arbitration rules. The language of the arbitration shall be English. This Section does not prevent either party from seeking urgent injunctive or interim relief from a court of competent jurisdiction.

20. Complaints and Contact Information

20.1  If you have a complaint or query about the Website or our services, please contact us using the details below. We handle complaints in accordance with our complaints-handling procedure and applicable CMA requirements.

KCB Investment Bank Limited

Address: Kencom House, 2nd Floor, Moi Avenue Nairobi

Email: [email protected]

Telephone: +254711087000

Website:investment.kcbgroup.com