AKFED Statement on Transfer of Nation Media Group Shares to NPRT Holdings Africa Ltd

1. Introduction

1.1 Aga Khan Fund for Economic Development S.A. (AKFED), a Swiss not-for-profit entity and international development institution which invests in countries of East Africa, West Africa, Central Asia, and South Asia, owns ninety-two million, six hundred and eighteen thousand, one hundred and seventy-seven (92,618,177) ordinary shares in Nation Media Group Plc, a Kenyan for-profit entity (respectively the "Shares" and "NMG"), representing fifty-four point zero eight percent (54.08%) of the total issued share capital of NMG.

1.2 AKFED intends to carry out an internal reorganisation of its shareholding in NMG. The reorganisation will entail AKFED transferring all the Shares to NPRT Holdings Africa Limited ("NPRT"), which is a wholly-owned Kenyan subsidiary of AKFED (the "Reorganisation").

1.3 Pursuant to Regulation 4(1) of the Capital Markets (Take-overs and Mergers) Regulations, 2002 (the "Take-over Regulations"), NPRT hereby gives this notification to acquire effective control of NMG through the Reorganisation.

1.4 Because (i) the Reorganisation will not result in any change in the ultimate beneficial ownership of the Shares, and (ii) neither AKFED nor NPRT will be required to make a take-over offer for the remainder of the share capital of NMG, NPRT intends, pursuant to regulation 5 of the Take-over Regulations, to apply to the Capital Markets Authority, Kenya (the "CMA") for an exemption from the requirement to make a mandatory take-over offer for the Shares now owned by AKFED as of the date of this notice.

2. The Offeror

2.1 NPRT is a Kenyan company incorporated under the laws of Kenya, with registration number PVT-9XUML82L, and is wholly owned by AKFED. Its principal activity is holding shares in NMG following the internal reorganisation by AKFED as described above.

2.2 NPRT has not previously held any shares in NMG as of the date of this notice, and neither its directors nor AKFED’s directors hold NMG shares in their personal capacities.

3. The Offeree

3.1 NMG is a public limited company incorporated under the laws of Kenya. NMG's shares are currently listed and publicly traded on the Nairobi Securities Exchange (the "NSE"). It is also cross-listed on the Uganda Securities Exchange (the "USE"), the Rwanda Stock Exchange (the "RSE") and the Dar-es-Salaam Stock Exchange (the "DSE").

3.2 As at 31 December 2024, NMG’s ten largest shareholders were as follows:

4. Structure of the Reorganisation

4.1 Pursuant to a share transfer agreement dated 30 July 2025 entered into between AKFED and NPRT, AKFED will sell and NPRT will purchase the Shares in consideration for the issuance to AKFED of shares in the issued share capital of NPRT. The Reorganisation is subject to the satisfaction of conditions precedent typical of a transaction of this nature. The Reorganisation will be consummated by block transfer of the Shares between the parties, subject to compliance with the NSE’s Listing Rules (as amended).

4.2 Following completion, NPRT will become the direct holder, while AKFED will remain the beneficial owner of the Shares. No significant changes to NMG’s operations or governance are envisaged as a result of the Reorganisation.

4.3 No irrevocable undertakings have been obtained and no options to acquire have been given or obtained from any existing shareholder of NMG and no agreements, arrangements or understandings exist or are proposed between NPRT or any related company or persons associated or acting in concert with it and any existing shareholders of NMG beyond the scope of this Reorganisation.

5. Application for exemption from making a takeover offer

5.1 Pursuant to Regulation 5 of the Take-over Regulations, NPRT shall submit to the CMA an application for exemption from compliance with the requirement to make a mandatory take-over offer to the remaining shareholders of NMG.

5.2 The primary reasons for the application for exemption are:

• 5.2.1 The Reorganisation will not result in any change in the ultimate control of NMG. AKFED, which currently holds 54.08% of the total issued share capital of NMG, will sell its entire shareholding to NPRT. Since NPRT is wholly owned by AKFED, the ultimate control of NMG and ownership of the Shares will remain unchanged.
• 5.2.2 The primary purpose of this Reorganisation is for AKFED to own the Shares through a Kenyan company and does not involve any new external parties acquiring control over NMG.
• 5.2.3 The Reorganisation does not involve any changes to the business operations, management, or strategic direction of NMG. Shareholders will continue to hold their shares in NMG, and their rights and interests will remain unchanged.

5.2.4 AKFED and NPRT do not have any intention to change the listing status of NMG on the NSE and cross-listing on the USE, RSE and DSE. They intend for NMG to continue to provide opportunities for the public to invest in NMG and to share and participate in the growth and direction of NMG’s future.

5. Conditions of the Reorganisation

5.1 The Reorganisation’s completion is conditional on the CMA granting the exemption under Regulation 5 of the Take-over Regulations and any other requisite approvals, including from the NSE and the Competition Authority of Kenya.

5.2 We enclose a copy of the public announcement containing the particulars prescribed by Regulation 4(2) of the Take-over Regulations, which will be filed with the NSE and published in at least one national circulation upon approval by the CMA.

5.3 Completion is expected to occur as soon as all requisite approvals are obtained.

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