Reference is made to the Diamond Trust Bank Kenya Limited’s (“DTB” or “Company”) Cautionary Notice dated 21st March 2017 published on 22nd March 2017 as
well as the AGM Notice dated 28th April 2017 published on 2nd and 3rd May 2017, in relation to the Proposed Acquisition by DTB of the Business, Assets and Liabilities of Habib Bank Limited Kenya Branches, as a going concern from Habib Bank Limited (“HBL”) (the “Transaction”).

The completion of the Transaction is subject to customary closing conditions that include procurement of Shareholders’ approvals as well as regulatory approvals from various regulators including the State Bank of Pakistan, the Central Bank of Kenya, the Competition Authority of Kenya and the Capital Markets Authority (the “CMA”) which DTB expects will be obtained in the first half of 2017.

Under the Transaction the entire consideration of KShs. 1,824,691,016.00, is intended, subject to all requisite regulatory approvals, to be satisfied by the issuance of 13,281,105 ordinary new shares in DTB at a price of KShs. 137.39 per share to HBL who is already a shareholder in DTB. As a consequence, upon completion of the Transaction, the issued share capital of DTB will increase from 266,321,115 ordinary shares to 279,602,220 ordinary shares. All the existing Shareholders of DTB will therefore be diluted by 4.75%, while the existing HBL shareholding in DTB of 31,878,744 shares (representing 11.97% shareholding in DTB) will increase to 45,159,849 shares (representing 16.15% shareholding in DTB).
The satisfactory completion of the Transaction will, among others, increase DTB’s market share, enhance its operational leverage and diversify its presence through correspondent relationships in additional geographical areas that include some of the most promising growth frontier markets in Asia within the markets where HBL has operations. Furthermore, this Transaction will also support the consolidation of the banking sector in line with the policy statements by the Central Bank of Kenya and the National Treasury of the Government of Kenya.

The AGM Notice informed the Shareholders that a copy of the Shareholders Circular (“Circular”) will be made available on the Company’s website www.dtbafrica.com, once approval has been obtained from the CMA.
The Board is pleased to announce that approval has been obtained from CMA to issue the Circular and accordingly the Shareholders are advised to obtain the Circular from the Company’s website www.dtbafrica.com, or upon request, printed copies of the Circular, from the Company Secretary, Diamond Trust Bank Kenya Limited, DTB Centre, Mombasa Road, P.O Box 61711, City Square 00200, Nairobi, Kenya. The Circular is important for the Shareholders as it provides the necessary detailed information on the Transaction.

The shareholders of DTB and the public are advised to exercise caution when dealing with the shares of DTB