Amendment to the Terms and Conditions of the Notes

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL (SEE "PLAN OF DISTRIBUTION" IN THE OFFERING CIRCULAR DATED 3 MARCH 2025 PREPARED BY THE REPUBLIC OF KENYA)

13 August 2025

THE REPUBLIC OF KENYA

NOTICE TO NOTEHOLDERS OF AMENDMENT TO THE TERMS AND CONDITIONS OF THE NOTES

The Republic of Kenya, acting through the National Treasury and Economic Planning (the "Issuer") hereby gives notice to the holders of its US$1,500,000,000 9.500% Amortising Notes due 2036 (the "Notes") (REG S ISIN: XS3010561762; REG S Common Code: 301056176; 144A ISIN: US491798AN42; 144A CUSIP: 491798 AN4) in relation to a correction of a manifest error in the terms and conditions of the Notes (the "Terms and Conditions"), as set out in fiscal agency agreement dated 5 March 2025 (the "Fiscal Agency Agreement") and the Offering Circular dated 3 March 2025 (the "Offering Circular"). Capitalised terms which are not defined have the meaning given to them in the Terms and Conditions.

The Terms and Conditions in Condition 5(a) incorrectly stated that Interest Payment Dates were 16 February and 16 August in each year whereas the correct dates (being 5 March and 5 September in each year) as referred to in the Overview of the Offering as well as the pricing term sheet dated 26 February 2025 relating to the Notes and other related references in the Terms and Conditions and the Offering Circular) should have been included in Condition 5(a). The clearing systems operations had also been set up correctly for the Notes specifying the Interest Payment Dates of 5 March and 5 September. In order to correct this manifest error in Condition 5(a) of the Terms and Conditions, the Issuer and the Fiscal Agent have agreed to amend such Condition which shall read as follows (the "Amendment"):

"Interest Rate and Interest Payment Dates: The Notes bear interest on their outstanding principal amount from time to time (as determined in accordance with Condition 7) from and including 5 March 2025 (the "Issue Date") to but excluding the Maturity Date (as defined in Condition 7(a)) at the rate of 9.500% per annum (the "Rate of Interest"), payable semi-annually in arrear on 5 March and 5 September in each year (each, an "Interest Payment Date"), subject as provided in Condition 6(d). Each period beginning on (and including) the Issue Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called, an "Interest Period"."

In order to effect the Amendment, the Issuer, the Fiscal Agent and the Registrar have entered into a supplemental agreement to the Fiscal Agency Agreement dated on or about the date of this notice.

For further information, please contact: 

The Republic of Kenya, acting through the National Treasury and Economic Planning

The National Treasury

P.O. Box 30007

GPO 00100

Harambee Avenue

Nairobi Kenya

DISCLAIMER This announcement must be read in conjunction with the Offering Circular. This announcement and the Offering Circular contain important information which should be read carefully. If you are in any doubt as to the contents of this announcement or the Offering Circular, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. This announcement is for informational purposes only.