Britam's Circular to shareholders
NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of the Company will be held at 10.00 a.m. on Wednesday, 19th February 2014 in the Tsavo Hall at the Kenyatta International Conference Centre (KICC), Nairobi, Kenya for the purpose of considering and, if thought fit, passing the resolutions set out below.

SPECIAL RESOLUTIONS

1. To approve Britam?s acquisition of 99% shareholding (14,850,000 ordinary shares) in Real Insurance Company Limited (the “Transaction”) including ratification of the execution of the Share Purchase Agreement (“SPA”) and adoption and implementation of its terms and contents;

2. To authorize issuance of between 46,963,988 and 51,907,566 New Shares („the Consideration Shares) to the Vendors or their Assignees towards the Share Consideration, WITHOUT first offering them to existing shareholders on the basis there are no pre-emption rights. The actual number of New Shares to be allotted to be based on the Final Strike Price determined at Completion;

3. To allot and issue Consideration in Shares at the Final Strike Price with any variation as the Board may deem fit;

4. To approve that an Application be made to the Nairobi Securities Exchange (“NSE”) for Admission of the Consideration Shares into the Official List of the NSE;

5. To adopt the Shareholders Circular;

6. To consider any other business for which due notice has been given.

By order of the Board

Mrs Nancy Kiruki

Company Secretary