Kenya Pipeline Company IPO

INFORMATION
MEMORANDUM
Kipevu Oil Storage Facility (KOSF) - PS 14
 INFORMATION MEMORANDUM KENYA PIPELINE COMPANY PLC

Incorporated in Kenya under the Companies Act (Cap 486) and converted to a public limited company of
registration Number PLC-VY7TPQMRK pursuant to a special resolution of the sole member dated 08th January
2026

(“Kenya Pipeline” or the “Company”)

INFORMATION MEMORANDUM

in respect of an offer for sale by the Government of Kenya of 11,812,644,350 shares at an Offer Price of Kenya
Shillings 9.00 with a par value of Kenya Shillings 0.02 each in the ordinary share capital of Kenya Pipeline
Company (the “Offer Shares”) comprising a public offer of 65% of the issued ordinary Kenya Pipeline shares (the
“Offer”) on the Main Investment Market Segment of the Nairobi Securities Exchange (“NSE”)

Proposed Listing Date: 9th March 2026

This Information Memorandum is issued in compliance with the Companies Act (Cap 486), the Capital Markets
Act, (Cap 485A) and the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations, 2023.

This Information Memorandum is dated 17 January 2026

This Offer opens at 9.00 a.m. on 19 January 2026 and closes at 5.00 p.m. on 19 February 2026

KENYA PIPELINE COMPANY PLC If you are in any doubt about this Information Memorandum, the Offer or any information contained in this
document, please consult your stockbroker, investment adviser, banker, financial consultant or other professional
adviser, who specializes in advising on the acquisition of shares and other securities.

Information Memorandum in respect of an offer for sale by the Government of Kenya of 11,812,644,350
shares at an Offer Price of Kenya Shillings 9.00 with a par value of Kenya Shillings 0.02 each in the
The Capital Markets Authority has approved the Offer and the listing of the Offer Shares on the Main Investment
ordinary share capital of Kenya Pipeline Company (the “Offer Shares”) comprising a public offer of 65% of
Market Segment of the Nairobi Securities Exchange. As a matter of policy, the CMA and the NSE assume no
the issued ordinary Kenya Pipeline shares (the “Offer”)
responsibility for the correctness of any statements or opinions made or reports contained in this Information
Memorandum. Approval of the Offer or listing is not to be taken as an indication of the merits or considered an
endorsement of Kenya Pipeline Company or the securities.
Lead Transaction Advisor: Faida Investment Bank Limited
Legal Advisor: TripleOKLaw Advocates and G&A Advocates LLP This document is not for sale. This document is important and requires your attention.

Kenya Pipeline Company IPO Prospectus | 3

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 Lead Transaction Advisor

Lead Sponsoring Broker Co-Sponsoring Broker

COMPANY’S VISION
Joint Legal Advisors Africa’s Premier Energy Partner

COMPANY’S MISSION

Safe delivery of quality and sustainable energy and integrated solutions to our stakeholders with utmost care

Reporting Accountant Registrar

COMPANY’S CORE VALUES

D-Diligence

I-Integrity

Advertising Agency PR Agency

I-Innovation

S-Safety & Environmental Stewardship

C-Customer Intrinsic

C-Collaboration
Receiving Banks
Kisumu oil jetty, Kisumu
 Table of Contents
1 Important Notice 5

2 Letter from Cabinet Secretary to the Treasury and Economic Planning 8

3 Advisers to the Company and Vendor for the Offer 9

4 Summary Corporate Information 11

5 Important Dates 15

6 Glossary of Definitions and Abbreviations 16

7 Features of the Offer 20

8 Additional Corporate Information 37

9 Use of Proceeds 38

10 Dividend Policy 38

11 Macroeconomic Overview 40

12 Equities Market Overview 50

13 Industry Overview 52

14 Business Overview 59

15 KPRL Strategic Value and KPC Leverage Potential 73

16 Risk Factors and Mitigation Measures 76

17 Selected Financial Data 83

18 Operating, Technical and Financial Review 87

19 Regulatory Environment 95

20 Board of Directors, Senior Management & Corporate Governance 102

21 Employee Share Option Plan 119

22 Taxation on Income of Shares 122

23 Statutory and General Information 123

Appendix I: Authorised Selling Agents 156

Appendix II: Downloadable Application Form 159

Appendix III: Form of Irrevocable Bank Guarantee (IBG) 164

Appendix IV: Legal Opinion 166

Kipevu Oil Terminal 2, Mombasa

Appendix V: Reporting Accountant’s Report 174

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 1. Important Notice A description of these and certain other restrictions to which the Offer and sale of the Offer Shares are subject are
set out in full in the section of this Information Memorandum entitled “Features of the Offer—Selling Restrictions”.

This Information Memorandum contains statements from PricewaterhouseCoopers LLP (“PwC”), the Reporting
This document is important for considering what action to take and requires your careful attention. Accountants, which constitute a statement made by an expert in terms of Section 42(1) of the Companies Act. The
Reporting Accountants have given and not withdrawn their consent to the issue of the said statements in the form
A copy of this Information Memorandum together with the documents required has been lodged with the Capital
and context in which they are included in this Information Memorandum.
Markets Authority (“CMA”) and Nairobi Securities Exchange (“NSE”) for approval. Prospective investors should
carefully consider the matters set forth in this document. Investors should read the printed version of this Information TripleOKLaw Advocates LLP & G&A Advocates LLP, the Legal Advisers, have given and not withdrawn their written
Memorandum before making an investment decision. consent to the inclusion in this Information Memorandum of their letter in Appendix IV —Legal Opinion, and the
references to their names, in the form and context in which they appear, and have authorised the contents of said
This document is an Information Memorandum inviting applications for 65% of the issued ordinary shares of Kenya
letter.
Pipeline Company under terms outlined herein, which are being offered for sale by the Government of Kenya, acting
through the Cabinet Secretary to the Treasury and Economic Planning (“GoK”). The Offer consists of five pools: Faida Investment Bank, acting as the Lead Transaction Advisor, have relied on information provided by Kenya
(i) Kenyan investors (the “Kenyan Pool”) (ii) investors from the East Africa Community (“EAC”); (iii) Oil Marketing Pipeline Company to prepare this Information Memorandum and is not liable for the correctness, or lack of it, of the
Companies (“OMCs”) (iv) KPC Employees (v) International investors (the “International Pool”) If you are in doubt as information presented in this document.
to the meaning of the contents of this Information Memorandum or as to what action to take, please consult your
investment bank, financial advisor, stockbroker or other professional advisor authorised under the Capital Markets Forward-looking statements
Act who specialises in advising on the acquisition of shares and other securities, immediately.
This Information Memorandum contains “forward-looking statements” relating to the Company’s business. These
If you wish to apply for shares in terms of the initial public offer then you must complete the procedures for forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”,
application and payment set out in the applicable part of the section titled “Features of the Offer”. The CMA has “may”, “is expected to”, “will”, “will continue”, “should”, “would be”, “seeks” or “anticipates” or similar expressions
approved the public offering and listing of the ordinary shares of Kenya Pipeline Company at the Nairobi Securities or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy, plans
Exchange (“NSE”). As a matter of policy, the CMA assumes no responsibility for the correctness of any statements or intentions. These statements reflect the current views of the Company with respect to future events and are
or opinions made or reports contained in this Information Memorandum. Approval of the Offer and/or Listing is not subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance
to be taken as an indication of the merits of the Company or of the Offer Shares. or achievements of the Company to be materially different from the future results, performance or achievements
that may be expressed or implied by such forward-looking statements. Some of these factors are discussed in more
Approval has been obtained from NSE for the admission of the ordinary shares of Kenya Pipeline Company to the detail under “Risk Factors” and “Business Overview”. Should one or more of these risks or uncertainties materialize,
Main Investment Market Segment (“MIMS”). Subject to compliance with the NSE Listing Rules, the NSE will admit to or should underlying assumptions prove incorrect, actual results may vary materially from those described in this
listing the ordinary shares of Kenya Pipeline Company under the security code “KPC.0000”. Information Memorandum as anticipated, believed, estimated or expected. The Company does not intend, and
does not assume any obligation, to update any industry information or forward-looking statements set out in this
The Offer Shares will carry the right to participate in all future dividends to be declared and paid on the ordinary share
Information Memorandum.
capital of the Company. The Offer Shares rank pari passu with the other ordinary shares of Kenya Pipeline Company
and each ordinary share carries one vote at a general meeting of the Company. After the closing of the Offer, the This Information Memorandum is dated: 17 January 2026
ordinary share capital of Kenya Pipeline Company will comprise 19,369,580,000 authorised ordinary shares and
18,173,299,000 issued ordinary shares with a par value of KSHS 0.02 each. These shares will be freely transferable
and will not be subject to any restrictions on marketability or any pre-emptive rights. Following Cabinet approval, the
DECLARATION
National Assembly, through Sessional Paper No. 2 of 2025, approved the privatisation of Kenya Pipeline Company
through an IPO at the Nairobi Securities Exchange. The Directors of Kenya Pipeline Company, whose names appear on Section 20 of the Information Memorandum
accept responsibility for the information contained in this document. To the best of the knowledge and belief
This Information Memorandum contains information that is provided in compliance with the requirements of
of the directors (who have taken reasonable care to ensure that such is the case) the information contained in
the Companies Act and the Capital Markets Act as well as the rules and regulations made thereunder. The Offer
this document is in accordance with facts and does not omit anything that is likely to affect the import of such
does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or buy, securities in
information.
any jurisdiction in which such an offer or solicitation would be unlawful. The Offer consists of an offering outside
the United States of America (the “United States”) of shares pursuant to Regulation S (“Regulation S”) under the
United States Securities Act of 1933, as amended (the “Securities Act”). The shares have not been, and will not be,
registered under the Securities Act or any state securities laws and may not be offered, sold, pledged or otherwise Signed on behalf of the Board of Directors of Kenya Pipeline Company.
transferred in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under
the Securities Act) absent registration or an exemption from registration under the Securities Act.

The Offer does not constitute an offer or solicitation of an offer to the public in the United Kingdom or Germany. The
Offer Shares have not been, nor will they be, registered under the applicable securities laws of Australia, Canada Mrs. Faith Bett-Boinnet Joe K Sang, EBS
and Japan. Subject to certain exceptions, the Offer Shares may not be offered or sold, directly or indirectly, in or into Chairperson Managing Director & CEO
Australia, Canada or Japan or to or for the account or benefit of any national, resident or citizen of Australia, Canada
or Japan.

Kenya Pipeline Company IPO Prospectus | 11

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 2. Letter from Cabinet Secretary to the 3. Advisers to the Company and Vendor
Treasury and Economic Planning for the Offer
16th January, 2026

Dear Investor, Lead Transaction Adviser Faida Investment Bank Limited

Crawford Business Park
It is with great pleasure that I present to you this Information Memorandum for the offer for sale of 11,812,644,350 State House Rd
ordinary shares of Kenya Pipeline Company. The Government of Kenya, acting through the Cabinet Secretary to the P.O. Box 45236 - 00100
Treasury and Economic Planning, is giving all Kenyans and the investing community at large the opportunity to be Nairobi Kenya
co-owners in Kenya Pipeline Company.
Telephone: + 254 (020) 7606026-35
Key among the Government’s privatisation objectives is the need to broaden the shareholding of state-owned
Contact person: Rina Hicks
corporations among Kenyans, as well as to deepen the capital market and raise resources for infrastructure
Email: kpcipo@[Link]
development. The NSE has undoubtedly been a major catalyst to the growth of our country. It is for this reason
that the Government seeks to encourage every Kenyan to participate in the benefits of investing through the stock
Legal Advisers TripleOKLaw Advocates
market.
5th Floor, Wing C, ACK Garden
KPC is a leading Oil and Gas Company in Kenya and has grown significantly in the recent years. As a result, KPC is P.O. Box 43170-00100
one of the most profitable companies that is wholly owned by GoK, and in this way, has contributed significantly to Nairobi, Kenya
the country’s budget.
Telephone: +254 722 690 796
KPC recorded revenues of Kes 38.59 Billion and after-tax profits of Kes 7.49 Billion for the year ended 30 June Contact Person: Brian Muindi
2025. The company is financially sound and supported by a strong resilient balance sheet. This Offer is of great Email:sgc@[Link]
significance not only to the capital markets, but to Kenya as a whole, the IPO is the largest ever in East Africa. In
keeping with the promise His Excellency the President made to Kenyans, we are proud to present this Offer and G&A Advocates LLP
encourage every Kenyan to take part in this proud success story. Avenue 5 Building, 4th Floor- Rose Avenue
P.O. Box 22966 – 00100,
This Information Memorandum sets out the details of the Offer and the listing of the ordinary shares of KPC on the
Nairobi, Kenya
Main Investment Market Segment of the NSE. I encourage all investors to read the full Information Memorandum
carefully to gain a clear understanding of the potential rewards and risks relating to investing in KPC.
Telephone: +254 204 400 509
Under the Central Depository System, shareholders are required to open an account with the Central Depository Contact Person: Doreen Onwonga
& Settlement Corporation Limited (“CDSC”) prior to buying, selling, or acquiring additional shares at the Nairobi Email: projectalpha@[Link]
Securities Exchange. Thereafter, shareholders must deposit their shares with CDSC, upon which CDSC will issue a
share statement evidencing the securities held on their behalf. All applicants are urged to open their CDS accounts Reporting Accountant PricewaterhouseCoopers
without delay by contacting stockbrokers or investment bank branches listed in this Information Memorandum. PwC Tower
Waiyaki Way/Chiromo Road, Westlands
This will be the first e-IPO, meaning all applications will be submitted electronically. Participation is therefore limited P.O. Box 43963 – 00100
to investors who hold CDS accounts. I encourage anyone without a CDS account to open one immediately through Nairobi, Kenya
a CDS agent of their choice.

I look forward to welcoming you as a co-shareholder of Kenya Pipeline Company. Tel: +254 (020) 2855000
Contact Person: Michael Mugasa
Email: ke_pwc@[Link]

Data Processing Agent & Share Registrar Image Registrar

5th Floor, Absa Towers
P.O Box 9287-00100 GPO
Hon. FCPA John Mbadi, EGH,
Nairobi Kenya
Cabinet Secretary, National Treasury and Economic Planning
Loita Street
Tel: +254 709 170 000/ 735 565 666
Contact Person: Abdulhaleem Mohamed
Email: info@[Link]

Kenya Pipeline Company IPO Prospectus | 13

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 Lead Sponsoring Broker Dyer and Blair Investment Bank Limited
7th Floor, Goodman Tower, Off Waiyaki Way
4. Summary Corporate Information
P.O. Box 45396 – 00100
Nairobi, Kenya
Tel: +254 (0)709930000 For more information regarding the Company’s Board of Directors and senior management, see the section entitled
Contact Person: Cynthia Mbaru “Board of Directors, Senior Management and Corporate Governance”.
Email: corporate@[Link]

Co-Sponsoring Broker Francis Drummond & Company Ltd DIRECTORS:

Finance House, 14th Floor, Loita Street
P.O. Box 45465 - 00100
Tel: + 254 724256815 Name Occupation Address Nationality
Contact Person: Daniel Gikandi
Faith Bett-Boinnet Chairperson – Kenya Pipeline P.O. Box 73442-00200 Nairobi Kenyan
Email: info@[Link]
Company
Joe K Sang, EBS MD & CEO – Kenya Pipeline P.O. Box 73442-00200 Nairobi Kenyan
Advertising Agency Belva Digital
7734, Muchai Drive, 53656,
Company
Ngong Road Hon. FCPA John Mbadi, Cabinet Secretary-National P.O. Box 30007-00100 Nairobi Kenyan
Tel: +254 725 436 181 EGH Treasury and Economic Planning
Email: info@[Link] Liban Mohamed PS, State Department of P.O. Box 51614-00100 Nairobi Kenyan
PR Agency Apex Porter Novelli (APN) Petroleum
Apple Wood Park, 3rd Floor Hon. Dorcas Oduor Attorney General P.O. Box 40112-00100 Nairobi Kenyan
Wood Street, off Wood Avenue, Kilimani. Hon. Christopher Human Resource Expert P.O. Box 821-80100 Mombasa Kenyan
Tel: +254 20 3861051
Adhiambo Karani
Email: info@[Link]
Irene Wachira Operations Management P.O. Box 2378-00606 Nairobi Kenyan
Receiving Banks Co-operative Bank Kenya Mutungwa Wambua Human Resource/ IT expert P.O. Box 86819-80100 Kenyan
Co-operative House, Haile Selassie Avenue, Mombasa
P.O. Box 48231 - 00100, Martha Miano Public Communications Specialist P.O. Box 12051 – 00400 Kenyan
Nairobi, Kenya Nairobi
Tel: +254 (020) 277 6000
Hon. Joyce Emanikor Community Development P.O. Box 158 – 30500 Lodwar Kenyan
Sharon Irungu- Asiyo, Alternate to Attorney General P.O. Box 40112-00100 Nairobi Kenyan
KCB Group PLC
Kencom House, Moi Avenue
HSC
P. O. Box 48400 – 00100 Abraham Koech Alternate to CS, National Treasury P.O. Box 30007-00100 Nairobi Kenyan
Nairobi, Kenya Mohamed Birik Alternate to PS, State Department P.O. Box 51614-00100 Nairobi Kenyan
Tel: + 254711012000 Mohamed, OGW, EBS of Petroleum
Flora Okoth General Manager (Company P.O Box 73442-00200 Nairobi Kenyan
Secretary & Legal Services)
Stanbic Bank Kenya Head Office
Westlands Road, Chiromo
P.O. Box 72833- 00200 Nairobi
Nairobi, Kenya
Tel: +254203268888

Kenya Pipeline Company IPO Prospectus | 15

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 EXECUTIVE MANAGEMENT TEAM: COMPANY AUDITORS
Auditor General
The Office of the Auditor General
Name Position Address Anniversary Towers, University Way
P.O Box 30084_00100
Joe. K Sang, EBS Managing Director P.O. Box 73442-00200
Nairobi, Kenya
Nairobi
Pius Mwendwa General Manager (Finance) P.O. Box 73442-00200 REGISTERED OFFICE & HEADQUATERS
Kenpipe Plaza
Nairobi Sekondi Road
Zilper Michelle Abong’o General Manager (Strategy) P.O. Box 73442-00200 Off Nanyuki Road
Industrial Area
Nairobi
P.O Box 73442-00200
Dinah J. Kirwa General Manager (Human Resource & Administration) P.O. Box 73442-00200
Nairobi
Nairobi
CORPORATE CONTACTS
Eng. Moses Tawuo, CE Ag. General Manager (Pipeline Operations & P.O. Box 73442-00200
Telephone: +(254) 020 26065004
Engineering Services) Nairobi Email: info@[Link]
Website: [Link]
Maureen Mwenje General Manager (Supply Chain) P.O. Box 73442-00200

Nairobi PRINCIPAL BANKERS

Mr. Caxton Gambo Njuga Ag. General Manager (Audit) P.O. Box 73442-00200

Nairobi Co-operative Bank of Kenya Kenya Commercial Bank

Dr. Nancy Kosgei Director (Morendat Institute of Oil & Gas) P.O. Box 73442-00200 Co-operative House Branch Kencom House
Nanyuki Road Moi Avenue
Nairobi P.O Box 67881-00200 P.O Box 48400-00100
Eng. David Muriuki General Manager (Infrastructure) P.O. Box 73442-00200 Nairobi, Kenya Nairobi, Kenya

Nairobi
Flora Okoth General Manager (Company Secretary & Legal P.O. Box 73442-00200 Stanbic Bank Limited NCBA Bank Kenya
Stanbic Centre- Chiromo Road Wabera Street Branch
Services) Nairobi
P.O Box 72833-00200 P.O Box 30437-00100
Tom Mailu Ag. General Manager (KPRL) P.O. Box 73442-00200 Nairobi, Kenya Nairobi, Kenya
Nairobi

Sidian Bank Standard Chartered Bank

K-Rep Centre, Wood Avenue, Kilimani Stanchart Chiromo
COMPANY SECRETARY COMPANY PRINCIPAL ADVOCATES P.O Box 25363-00603 P.O Box 30003-00100
Flora Okoth Nairobi, Kenya Nairobi, Kenya
Attorney General
P.O Box 73442-00200
Office of the Attorney General
Nairobi, Kenya
Department of Justice
Citibank, N.A. Equity Bank
Harambee Avenue
Citibank House Kenpipe Plaza, Sekondi Road
P.O Box 40112-00200
Upper Hill Road Off Lunga Lunga Road
Nairobi, Kenya
P.O Box 30711-00100 P.O Box 78569-00507
Nairobi, Kenya Nairobi Kenya
Mohammed Muigai Advocates
MM Chambers 4th Floor
K-Rep Centre
P.O Box 613323-00200
Nairobi, Kenya

Kenya Pipeline Company IPO Prospectus | 17

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 5. Important Dates 6. Glossary of Definitions and
Abbreviations
Important Date Date
Offer Period Opens 19 January 2026 TERM/ ABBREVIATION DESCRIPTION
Offer Closes 19 February 2026 AIFM Alternative Investment Fund Managers
Announcement of Allocation Results 4 March 2026 Authorized Selling Agents CMA licensed members listed in Appendix I of this Information Memorandum
Final date of Payment on Guarantees (Domestic and international) 5 March 2026 Board or Directors The persons named herein as directors of the company under section 20
Electronic Crediting of Shares to CDS Accounts 6 March 2026 BETA Bottom-Up Economic Transformation
Processing of Refunds 6 March 2026 CA Communication Authority of Kenya
Trading of KPC shares commences at NSE 9 March 2026 CAK Competition Authority of Kenya
CBK Central Bank of Kenya
CDS Central Depository System
*The dates indicated above may be subject to change with the prior approval of the CMA. Any such amendments will be CDS Account Electronic account for shares deposit and custody with the Central Depository
published in the press. The Offer period may be extended or shortened subject to approval by the CMA. System
CDSC Central Depository & Settlement Corporation
CM Act Capital Markets Act
CMA Capital Markets Authority established by the Capital Markets Authority Act (Cap

485A of the Laws of Kenya)

Company or KPC Kenya Pipeline Company
Cores The number of optical fibre strands in a single fibre-optic cable
CST Cabinet Secretary, Treasury
EAC East African Community
EBITDA Earnings Before Interest Tax Depreciation Amortization
EEA European Economic Area
EFT Electronic Funds Transfer
E-IPO Electronic Initial Public Offer
Employee(s) Any individual employed by, or seconded to, Kenya Pipeline Company and/or Kenya

Petroleum Refineries Limited as of the date of this Information Memorandum.

EPRA Energy & Petroleum Regulatory Authority
EPS Earnings Per Share
EV Enterprise Value
ESG Environmental, Social and Governance
EU European Union
FIB Faida Investment Bank
FMA Financial Markets Authority
FOC Fibre Optic Cable
Foreign investor Any person who is not a local investor
GDP Gross Domestic Product
GOE Government Owned Enterprise
GoK Government of Kenya
GPS Global Payment System
IMF International Monetary Fund
IPO Initial Public Offer
KSHS/KES Kenyan Shillings

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 KSHSONIA Kenya Shilling Overnight Interbank Average SCADA Supervisory Control and Data Acquisition
KPRL Kenya Petroleum Refineries Limited Stock exchange or NSE Nairobi Securities Exchange
KRA Kenya Revenue Authority The Group This includes Kenya Pipeline Company & Kenya Petroleum Refineries Limited
KYC Know Your Customer - refers to the regulatory and operational process by which a The Vendor GoK - Government of Kenya
TPDC Tanzania Petroleum Development Corporation
regulated entity verifies and documents the identity of its customers and assesses
UNOC Uganda National Oil Corporation
their risk profile. ZAR South African Rand
LTA Lead Transactions Advisor, Faida Investment Bank
Listing Admission of shares to the Official list of the Nairobi Securities Exchange
LNG Liquified Natural Gas
Local investor In relation to an individual, means a natural person who is a citizen of
an East African Partner State; and in relation to a body corporate, means
a company incorporated under the Companies Act of Kenya or such
similar statute of an East African Partner State in which citizens of
an East African Partner State or the Government of an East African Partner
State have beneficial interest in one hundred per centum of its ordinary shares
for the time being or any other body corporate established or incorporated in an East
African Partner State under the provisions of any written law. For purposes of this
issue East African investors, excluding Kenya, have been allocated a separate pool.
LPG Liquified Petroleum Gas
MIMS Main Investment Market Segment
MIOG Monderat Institute of Oil & Gas
NEMA National Environment Management Authority
NEP National Energy Policy
NOCK National Oil Corporation of Kenya
Offer The offer to sell the offer shares to the public
Offer Shares Means 11,812,644,350 ordinary shares in the issued and paid up share capital of

KPCcapital of KPC
OMC Oil Marketing Company
OPEC Organization of Petroleum Exporting Countries
PA Privatization Authority
PFMA Public Finance Management Act
PE Price to Earnings ratio
PISEP Pipeline Infrastructure Sustainability Enhancement Plan
POLD Regulations The Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023,
which govern public offers of securities, listings on a securities exchange and the
ongoing disclosure obligations of issuers.
PwC PricewaterhouseCoopers LLP
QIIs Qualified Institutional Investors
Qualified Institutional investor means a body corporate including a financial institution, collective investment
scheme, fund manager, dealer or other body corporate whose ordinary
Business includes the management or investment of funds whether as principal or
on behalf of clients
RSP Refocused Strategic Plan
RTGS Real Time Gross Settlement
SAP System Application and Products
SCAC State Corporations Advisory committee

Kenya Pipeline Company IPO Prospectus | 21

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 7. Features of the Offer i. reflects KPC’s capacity to generate sustainable earnings and dividends;

ii. aligns with investor decision-making on the Nairobi-Securities Exchange (NSE), which is strongly driven by
earnings and dividend considerations; and

This section, which contains certain important information relating to the Offer, is divided into three parts: iii. ensures transparency and comparability with regional and global infrastructure peers.

i. Part I - contains information relating to the Offer in general and is applicable to all potential investors; In the context of an IPO, where investors typically assess pricing relative to forward profitability, the earnings-based
approach provides a pragmatic, market-aligned basis for valuation, supported by asset-and income-based cross-
ii. Part II - contains information relating to the Investor Pools and the description of eligibility criteria; and checks for reasonableness.
iii. In order to determine what Investor Pool of this section applies to you, please see “—Part I-General— PART II – INVESTOR POOLS
Background and Purpose of the Offer” and the relevant parts of Part II of this section should be read in their
entirety for a full appreciation of the subject matter contained therein. If you are in any doubt as to the meaning Eligibility
of the contents of this Information Memorandum or as to what action to take, please consult your investment
As outlined above, the Offer comprises a Domestic Pool; consisting of retail, qualified institutional investor, and
bank, financial advisor, stockbroker, or other professional advisor authorised to provide investment advice by
employee sub-pools. It also consists of pools for East African Community investors, Oil Marketing Companies,
the CMA, immediately.
and international investors. Each applicant may apply for KPC Offer shares in only one category. Set out below is a
PART I – GENERAL description of the eligibility criteria for participation in each pool.

Background to and Purpose of the Offer a) Domestic Pool

In accordance with the GoK’s policy of divesting its ownership in public enterprises, the GoK through the Treasury Kenyan Individuals
is making available 11,812,644,350 ordinary shares, par value Kes 0.02 each, of Kenya Pipeline Company (i.e. 65%
A natural person who is a citizen or resident of Kenya.
of the total issued ordinary share capital of Kenya Pipeline from the GoK’s shareholding in the Company) to the
individuals, corporations, institutions, and eligible international investors described below under “Eligibility”. The KPC Employees
sale of these shares by the Government of Kenya is informed by its ongoing divestiture policy, which aims to:
Any individual employed by, or seconded to, Kenya Pipeline Company (KPC) and Kenya Pipeline Refineries
i. Support its broader fiscal strategy Limited (KPRL) as of the date of this Information Memorandum.

ii. Advance capital-markets development objectives Kenyan Institutions

iii. Align with the national reform agenda for State-Owned Enterprises Body corporate including Qualified Institutional Investors consisting of: Collective investment schemes
licensed by the CMA under the Capital Markets Act, Investment Banks licensed by the CMA under the
Capital Markets Act, schemes licensed by the Retirement Benefits Authority under the Retirement Benefits
Offer Statistics Act (Cap 197) and Life insurance companies licensed by the Insurance under the Insurance Act (Cap 487)
of the Laws of Kenya.
Offer Price per Offer Share KShs. 9.00
Par value of each Offer Share KShs. 0.02 b) Investors from the East African Community

Authorised share capital of the Company KShs. 387,391,600 A natural person who is a citizen or resident of any other East African Community Partner State (the Democratic
Total number of issued ordinary shares of the Company 18,173,299,000 Republic of Congo, Burundi, South Sudan, Somalia, Rwanda, Uganda, and Tanzania) or any company or other
Total number of Offer Shares 11,812,644,350 body corporate incorporated or established under the laws of any other East African Community Partner
Dividend per share (“DPS”) for the KShs. 324.7 State, for purpose of this issue East African Community excludes Kenya.
twelve (12) month period ended 30 June 2025 (Post share split DPS is KShs 0.347)
c) Oil Market Companies
Earnings per share (“EPS”) for the KShs. 412.2
twelve (12) month period ended 30 June 2025 (Post share split EPS is KShs 0.4122) Authorised Oil Marketing Companies in Kenya.

Reported EBITDA for the period ended 30 June 2025 KShs. 18,593,941,000 d) International Pool
Implied EV/EBITDA multiple 8.1 X Individuals and institutional investors outside the East Africa Community Partner States, if it is permissible
Basis for Setting Offer Price under the laws of their residency or location for them to receive the Information Memorandum and participate
in the Offer and the offer to such entity complies with the selling restrictions set out below under “Selling
The offer price for the Kenya Pipeline Company (KPC) IPO is anchored on an earnings-based valuation approach, Restrictions.”
primarily using earnings multiples specifically the EV/EBITDA multiple. The earnings profile reflects the company’s
capacity to generate distributable returns to shareholders. Accordingly, this approach aligns the valuation with the Offer Shares and Allocation between the Investor Pools
investment proposition being assessed by investors. Furthermore, the use of earnings multiples: a) The GoK is offering 11,812,644,350 shares in Kenya Pipeline Company, which constitute 65% of the existing
issued ordinary share capital of the Company. The Offer is being made to the individuals and entities described

Kenya Pipeline Company IPO Prospectus | 23

22
 under “Eligibility” above. It is currently expected that 45% of the Offer Shares will be included in the Domestic “Foreign investor” means any person who is not a local investor.
Pool, 20% to investors from the EAC, 15% to Oil Marketing Companies, 20% in the International Pool. In cases
“Institutional investor” means a body corporate including a financial institution, collective investment scheme, fund
of undersubscription, valid applications in the affected category be allocated in full, with remaining shares
manager, dealer or other body corporate whose ordinary business includes the management or investment of funds
reallocated in the following priority order: Local Retail --> Local Institutional --> East Africa --> International
whether as principal or on behalf of clients.
Investors -->OMCs
The East African Community Partner States include such states as may be deemed to be the members from time
b) In cases of oversubscription, Kenyan investors will be given priority.
to time of the East African Community, currently the Democratic Republic of Congo, Kenya, Burundi, South Sudan,
Minimum Aggregate Applications Somalia, Rwanda, Uganda, and Tanzania. Citizens of those States and corporate persons incorporated or registered
in those States, in which citizens of those States hold one hundred per centum of the beneficial interest should
The Vendor shall not proceed with the Offer unless valid applications for the Offer Shares are received from not less
therefore declare their status as local investors and provide supporting evidence.
than 250 Applicants representing 50% of the Offer Shares.
Whereas the Regulations as stated above include citizens of East African Community States as local investors, this
Lock-in Undertaking by the National Treasury
Information Memorandum may not be used for, or in connection with, any offer, or solicitation by, anyone in the East
Subject to the requirements of the Capital Markets Authority under the Capital Markets (Public Offers, Listings and African Community Partner States where such offer or solicitation is not authorised or is otherwise unlawful in the
Disclosures) Regulations, 2023, and the policy position set out in Sessional Paper No. 2 of 2025 (as approved by said jurisdictions.
the National Assembly), the National Treasury, being the existing controlling shareholder and a party with influence
Foreign investors may apply for shares in Kenya Pipeline Company, subject to certain restrictions set out below. The
over the management of the Company, has undertaken not to sell, transfer, assign or otherwise dispose of part or
offer of shares of Kenya Pipeline Company to foreign investors may be affected by laws and regulatory requirements
the whole of its shareholding in the Company for a period of twenty-four (24) months (the Lock-in Period) from the
of the relevant jurisdictions. Any foreign investors wishing to apply for the Offer Shares must satisfy themselves
date of listing of the Offer Shares.
as to the full observance of the laws of the relevant territory and governmental and other consents to ensure that
Following the Offer, the National Treasury will retain a 35% shareholding in the Company. This shareholding shall be all requisite formalities are adhered to and pay any issue, transfer or other taxes due in such territory. Foreign
subject to the lock-in restriction approved by the National Assembly in Sessional Paper No.2 of 2025. and shall not investors are advised to consult their own professional Advisers as to whether they require any governmental or
be diluted during the Lock-in Period. other consents or need to observe any applicable legal or regulatory requirements to enable them to apply for and
purchase the Offer Shares.
Proceeds of the Offer
Regulation 4(1) of the Foreign Investors Regulations, imposes a duty on a listed company to always maintain
For information relating to the proceeds of the Offer, see the section of this Information Memorandum entitled “Use a register of shareholders with an indication of whether they are foreign investors, individual local investors or
of Proceeds”. institutional local investors.

Approval for the Offer Any foreign investor who wishes to apply for shares should obtain guidance from an Authorised Selling Agent
before completing and lodging an Application Form.
The Cabinet of the GoK has approved the Offer and no objection has been raised by the Board of Directors of Kenya
Pipeline to the Offer. In light of the above, the GoK reserves the right to treat as invalid any application or purported application to purchase
the Offer Shares which appears to the GoK or its agents to have been executed, effected, or dispatched in a manner
Nairobi Securities Exchange Listing
which may involve a breach of any applicable legal or regulatory requirement of any jurisdiction outside Kenya.
Approval of the Offer and the listing has been obtained from the CMA, and approval for the admission to listing of
Transfer of Shares
11,812,644,350 shares on the Main Investment Market Segment of the NSE has been granted by the NSE, subject to
the Company achieving a minimum of 250 shareholders collectively holding at least 50% of the Offer Shares. Trading All shares offered and transferred in terms of this Information Memorandum will be transferred to successful
in the Shares is expected to commence on or about 9th March 2026. The Shares will be issued in immobilized form Applicants at the expense of the Vendor. So long as the Offer Shares are listed on the NSE, no stamp, registration
and held in each investor’s CDS account. or similar duties or taxes are payable in Kenya in connection with the transfer of the Offer Shares under current
legislation. Other costs of subsequent transactions will be borne by the relevant shareholders.
Status of Applicant
All shares transferred in terms of this Information Memorandum will be allocated and transferred subject to the
Every Applicant is required to complete the declaration contained in the Application Form declaring, as applicable,
provisions of the Memorandum and Articles of Association of KPC and will rank pari passu in all respects.
the Applicant’s status as a foreign investor, foreign institutional investor, local investor, or local institutional
investor, and to provide supporting documentation evidencing such status. The Capital Markets (Foreign Investors) Consents and Approvals
Regulations, 2002 as amended (“the Foreign Investors Regulations”) defines the following:
This Information Memorandum contains information that is provided in compliance with the requirements of the
“Local investor” in relation to an individual, means a natural person who is a citizen of an East African Partner Companies Act and the rules and regulations made thereunder. The CMA has approved the Information Memorandum
State; and in relation to a body corporate, means a company incorporated under the Companies Act of Kenya for purposes of the Offer and Listing in the Republic of Kenya.
or such similar statute of an East African Partner State in which citizens of an East African Partner State or the
Government of an East African Partner State have beneficial interest in one hundred per centum of its ordinary No approval for distribution of this Information Memorandum in any other jurisdiction where such approval may be
shares for the time being or any other body corporate established or incorporated in an East African Partner State required has been obtained. This Information Memorandum does not constitute an offer or solicitation by anyone in
under the provisions of any written law. For purposes of this issue East African investors, excluding Kenya, have any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make
been allocated a separate pool. such an offer or solicitation.

Kenya Pipeline Company IPO Prospectus | 25

24
 Governing Law South African Companies Act. Accordingly, to the extent that the shares are offered for subscription or sale in South
Africa, such Offer is made: (i) only to selected persons falling within one of the specified categories listed in Section
This Information Memorandum and any contract resulting from the acceptance of an application to purchase Offer
96(1)(a) of the South African Companies Act; and/or (ii) selected persons, acting as principal, acquiring Offer Shares
Shares of Kenya Pipeline Company shall be governed by and construed in accordance with the Laws of Kenya and it
for a total acquisition cost of ZAR1,000,000 or more, as contemplated in terms of Section 96(1) (b) of the South
shall be a term of each such contract that the parties thereto and all other interested parties submit to the exclusive
African Companies Act, and to whom the Offer will specifically be addressed, and only by whom the Offer will be
jurisdiction of the Courts of Kenya.
capable of acceptance (“Appropriate Persons”)
Selling Restrictions
Authorised Selling Agents
Shareholders should not assume that the information in this Information Memorandum is accurate as at any
The Vendor has appointed Authorised Selling Agents to this Offer and these Authorised Selling Agents have signed
date other than its date of publication. No person is or has been authorised to give any information or make any
Agency Agreements with the Privatization Authority. These Agreements set out various terms and conditions that
representation in connection with the Offer, other than as contained in this Information Memorandum. Delivery
each Authorised Selling Agent is required to comply with. The Authorised Selling Agents are members of the NSE
of this Information Memorandum at any time after the date hereof will not under any circumstances, create any
and are licensed by the CMA. The list of the members of the NSE who have been appointed as Authorised Selling
implication that there has been no change or that the information set out in this Information Memorandum is
Agents is in Appendix I of this Information Memorandum.
correct at any time since its date. This Information Memorandum does not constitute an offer to issue or sell, or the
solicitation of an offer to subscribe for or purchase, any shares to any person in any jurisdiction where it would be Receiving Bank & Registrar
unlawful to make such offer or solicitation in such jurisdiction.
The Vendor has appointed Co-operative Bank of Kenya, Kenya Commercial Bank and Stanbic Bank Kenya, to act as
No shares have been marketed to, nor are they available for purchase in whole or in part by, the public in any the Receiving Banks to the Offer.
jurisdiction other than Kenya in conjunction with the Offer. In particular, shares do not qualify for distribution under
The Share Registrar and Data Processing Agent is Image Registrars.
any of the relevant laws of Canada, Australia or Japan, nor has any Information Memorandum in relation to the shares
been lodged with or registered by the Canadian Securities Administrators, Australian Securities and Investments Allocation Policy
Commission or the Japanese Ministry of Finance. Accordingly, subject to certain exceptions, the shares may not be,
directly or indirectly, offered, sold, taken up, delivered or transferred in or into or within Canada, Australia or Japan. The allocation policy has been developed in line with the requirements of the Capital Markets (Securities) (Public
Offers, Listing and Disclosure) Regulations, 2023. These Regulations require an issuer to establish and disclose in
The Offer consists of an offering outside the United States of America, its territories and possessions, any state of the Information Memorandum a fair and equitable allocation policy for the distribution of securities in a public offer.
the United States, and the District of Columbia (the “United States”) of Shares pursuant to Regulation S (“Regulation Accordingly, the Company’s allocation policy is designed to ensure transparency, fairness, and compliance with the
S”) under the US Securities Act 1933, as amended (the “Securities Act”). The shares have not been and will not prescribed share ownership and allocation standards.
be registered under the Securities Act or under the securities laws of any state of the United States. Accordingly,
subject to certain exceptions, the shares may not be, directly or indirectly, offered, sold, pledged, taken up, delivered The Vendor wishes to achieve a balanced distribution of the Offer Shares between institutions, companies and
or otherwise transferred in or into or within the United States absent registration or an exemption from registration individual members of the public in addition to ensuring that employees of Kenya Pipeline Company participate in
under the Securities Act. the Offer. In this regard, the Vendor has determined that the Offer Shares shall be allocated in accordance with the
following allocation policy:
This Information Memorandum must not be acted on or relied on (i) in the United Kingdom, by persons who are
not qualified investors (“Qualified Investors”) within the meaning of Article 2(e) of Regulation (EU) No. 2017/1129 Number of Offer Shares % of total Offer Shares
on the Information Memorandum to be published when securities are offered to the public or admitted to trading
on a regulated market, and repealing Directive 2003/71/ EC (the “Information Memorandum Regulation”) and (ii)
in any member state of the European Economic Area (“EEA”) other than the United Kingdom, by persons who are Kenyan Investors Pool - Retail 2,362,528,870 20%
not Qualified Investors. Any investment or investment activity to which this Information Memorandum relates is Kenyan Investors Pool - Institutional 2,362,528,870 20%
available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the EEA KPC Employees 590,632,217 5%
other than the United Kingdom and will be engaged in only with such persons. Investors from the EAC 2,362,528,870 20%
OMCs 1,771,896,653 15%
This Offer does not constitute a public offer or the solicitation of a public offer in the United Kingdom to subscribe
Foreign investors 2,362,528,870 20%
for or purchase any shares nor a marketing in the United Kingdom or the EU under the Alternative Investment Fund
Managers (the “AIFM Directive”) or under the applicable implementing legislation (if any) of the United Kingdom Total 11,812,644,350 100%
or any EEA member state. To the extent that any shares are made available for purchase to persons in the United In the event that the total number of Offer Shares applied for by Applicants in any of the categories equates to the
Kingdom, they shall only be made available to Qualified Investors: (i) who are persons who have professional respective total number of Offer Shares reserved for that category, all valid applications will be allocated in full as
experience in matters relating to investments falling within the definition of “investment professionals” in article per the number of Offer Shares applied for by such applicants.
19(5) of the Financial Services and Markets Act 2000 Financial Promotion Order 2005 (as amended) (the “FPO”);
(ii) who are high net worth bodies corporate, unincorporated associations and partnerships or the trustees of high In the event the total number of Offer Shares applied for by applicants in a particular category is below the total
value trusts falling within article 49(2)(a) to (d) of the FPO, or (iii) who are other persons to whom it may otherwise number of Offer Shares reserved for that category, the following will apply:
lawfully be communicated.
i. All valid applications received from applicants will be allocated in full as per the number of Offer Shares
The Offer does not constitute an ‘‘offer to the public’’ (as such expression is defined in the South African Companies applied for taking into account the minimum number of shares that may be applied for by any applicant in that
Act and this Information Memorandum does not, nor is it intended to, constitute a ‘‘registered Information category.
Memorandum’’ (as that term is defined in the South African Companies Act) prepared and registered under the

Kenya Pipeline Company IPO Prospectus | 27

26
 ii. The balance of Offer Shares will be available for allocation in the other categories which are oversubscribed. iii. Once an Applicant has a CDS account, they should click on New Application and provide their details as
prompted, which will be verified against their information in their CDS account.
Applicants in any over-subscribed category may receive fewer Offer Shares than the number applied for.
iv. Applicants will then fill out the electronic application form, providing the mandatory information before
In the event that the results of the subscription make the above policy impractical then an amendment to the allocation
proceeding through the various steps. Applicants will choose their appropriate applicant type on the dropdown
policy shall be made with the approval of the CMA and such amendment will be announced within twenty-four hours
menu, that is, Institutional; Selling Agent (on behalf of institution); Individual; Selling Agent (on behalf of
of the grant of such approval.
Individual); KPC Employee; or Oil Marketing Company.
In the event of any doubt whatsoever as to the eligibility of an applicant in a particular category, the decision of the
v. Once you have duly completed and submitted the Application Form, you will be required to make payment
vendor will be final.
and upload proof of payment documents (EFT or Bank Transfers). This will be verified by the Data Processing
The Vendor will announce the manner in which the Offer shares have been allocated among the above five categories Agent. Please look out for updates on the status of your application, which will be sent to your registered
(“the Allocation Results”) on the date of announcement of Allocation Results. email address or through text message to the mobile number you indicated in the electronic application. For
applicants wishing to pay via Mobile Money, you may also choose to be prompted to pay, by providing your
Application Procedure M-Pesa registered mobile number.

Investors will be able to apply for the offer shares through two avenues: Rejection Policy

1. USSD This Rejection Policy forms an integral part of the Issuer’s IPO governance framework and should be read in
conjunction with the Information Memorandum, the allocation policy, and refund policy. Decisions to reject IPO
2. Online application
applications shall be based strictly on applicable laws, regulations, CMA directives, and the express terms of the
Note: The minimum number of Offer shares to be applied for is 100 offer.

1. USSD code *483*816# An IPO application may be rejected for the following reasons:

(Note: This option is only available to individual investors with an active registered Kenyan mobile number and a Valid i. Incomplete application.
CDS Account.)
ii. Missing financing bank details in case of financed applications
To participate in the offer:
iii. Missing or illegible name of primary applicant/ joint applicant/corporate applicant in any physical
i. Applicants should ensure that they have a Valid CDS Account and sufficient balance on their Mobile Money application.
wallet to facilitate payment.
iv. Missing or illegible copy of identification document, or for institutions, missing or illegible company
ii. An applicant will dial the USSD code and choose to Read Terms and Conditions of the Offer, which should registration number, and certificate.
be read and understood before the next step.
v. Missing account number or name for nominee applications.
iii. Agree to terms then choose the “New Application” option and thereafter follow the prompts to complete the
vi. Insufficient documentation.
process. An applicant who is an employee of KPC will be required to disclose the same via a prompt.
vii. Missing or illegible postal address and postal code.
iv. The applicant will receive a prompt to pay and later an email and/or SMS confirming the status of the
application. viii. Missing bank details and verification documents where mode of refund is indicated as electronic fund
transfer.
v. In case an applicant is unable to pay immediately, they will receive an email and/or SMS providing them
with instructions on how to pay for the offer shares that have been applied for. ix. Missing or inappropriately signed physical Application Form (institutional investors only), i.e.:

vi. During the Offer Period, an applicant will be able to increase the number of shares they have already applied o Primary signature missing from signature box.
for, by dialling the code and choosing the Add Shares Option. The applicant will then be prompted to make
payment for the additional shares. o Joint signature missing from signature box.

vii. Applicants will be allowed to make partial payments for applied shares until the payable amount is fully paid o One or more required signatories has/have not signed in the case of a corporate application.
up, provided that full payment is completed on or before the offer close. Once the applicant dials the code, they
o Application bears company stamps from two different Agents.
will select the “Add Payment” option and proceed to follow the prompts.
x. Applications submitted on the Application Portal will be rejected if they are:
2. Online Application Process
o Missing identification information.
To accept the offer on the application portal [Link] the following steps will be followed:
o Missing proof of payment.
i. The applicant will read and accept the Terms of the Offer before proceeding with the application.
xi. Issues relating to Payment:
ii. Applicants MUST have a Valid CDS Account to proceed with the application process. Applicants without
CDS accounts should consult their stockbroker or investment bank to open a CDS account. o The payment made is less than the value of the shares applied for; and

Kenya Pipeline Company IPO Prospectus | 29

28
 o Cheques are used to make payment. vi. Payment of potentials’ Application Money for the Shares shall be made in Kenya Shillings (“KES”) by:

o Payment received outside the prescribed offer period. Payment Mode Description Proof of Payment

o Failure to satisfy KYC requirements. Mobile Money Transfer (M-Pesa) Payment to be made through the STK Input the MPESA Payment Reference
push or sent to the Paybill Number which Code on the Application Portal or on the
xii. Each rejection shall be documented with: will be provided by the Authorised Selling physical form
Agent with the account number being
o The specific reason(s) for rejection; the unique Application serial no that will
appear on the Application Portal or the
o Reference to the applicable regulatory or offer provision; and
physical form for amounts up to KES
o Supporting evidence and approval records. 150,000 in one go, multiple payments can
be made to reach the total amount due if
xiii. All rejected applications shall be refunded strictly in accordance with the approved Refund Policy and the above KES 150,[Link] Numbers for
Information Memorandum. the 3 Banks provided below
Funds Transfer Payment via EFT or RTGS to any of the Upload of payment remittance receipt to
xiv. Complaints arising from rejected applications shall be handled through the dispute resolution mechanisms
Receiving Bank accounts (Sample Bank the Application Portal
disclosed in the Information Memorandum and in compliance with regulatory requirements. Details of the 3 Receiving Banks provided
below) or to the Authorised Selling Attachment of payment remittance receipt
xv. This Policy is owned by the Issuer and implemented by appointed intermediaries. to the physical form
Agent’s account for onward transmission
Acceptable Payment Methods / Instructions IBG IBGs shall be used in the format The original IBG should be attached to the
provided in Appendix III and should be physical Application Form
i. All payments shall be made in Kenya Shillings (“KShs”). authenticated by the guaranteeing bank
via a Swift message forwarded to the If applying through the Application Portal,
ii. Any fees payable in securing any of the payments shall be borne by the potential investors, but not KPC or please upload a scanned copy and send
Receiving Bank on or before 5.00pm on
its Advisors/Authorised Selling Agents. the original to the Authorised Selling
the Closing Date
Agent
iii. All payments must be made to the Receiving Banks (or via the Authorised Selling Agents) and shall upon
The IBG shall be drawn down at the sole
receipt of the relevant amount in cleared funds, constitute shares purchased on the terms set out in the IM discretion of the Company
and on the Form.
vii. Authorised Selling Agents may also make payment on behalf of investors through the Global Payment
iv. No interest shall be payable by KPC, its Advisors nor the Authorised Selling Agents on any Application
System (GPS).
Money received for the IPO
viii. Payments made in accordance with item vi under Acceptable Payment Methods / Instructions, constitute
v. If a Financier is involved where the Shares are to be used as security, payment can be made by the Financier
a confirmation of application for the offer shares upon the terms and conditions set out in the IM and in the
as shown in vi below.
Application Form; and
o Eligible investors may approach a financier for loan facilities to facilitate its participation and payment
ix. Eligible Investors with CDS Accounts are required to pay the Application Money commensurate to the
of the full amount due in respect of the Shares.
number of shares applied for.
o The extension of loan facilities by any financier is a decision to be made by such financier, at its sole
and absolute discretion and risk.
Bank Details
o The loan applicant and Financing Bank must complete a CDS Securities Pledge form (CDS 5 Form) and
record the pledge details on the online Application form. Note: The account number to be used for payment can be obtained from the payment section on the online
application form. The account number is unique to each application and must not be shared.
o The online Application Form shall be submitted with the Bank letter and the CDS Securities Pledge
Form (CDS 5 Form) uploaded as supporting documentation. (a) Electronic Funds Transfers (Real Time Gross Settlement, Electronic Funds Transfer and Telegraphic
Transfer) or cash deposit to the bank details below (actual bank account details for each application shall be
o Neither KPC nor the Advisors offer any advice, recommendation or guarantee in respect of an Eligible
provided upon application):
Investor seeking to approach or secure such financing.
Account Name: Privatization Authority – KPC IPO
Account Number: 59867XXXXXXX (XXXXXXX - being the 7-digit number on the Application Form)
Bank Name: Cooperative Bank of Kenya Limited
Branch: Co-op House
Branch Code: 11002
SWIFT Code: KCOOKENA
Narration: Application Form serial number (7-digit number)

Kenya Pipeline Company IPO Prospectus | 31

30
 Account Name: Privatization Authority – KPC IPO o Refunds of excess monies where applications are scaled down due to over-subscription.
Account Number: 40384XXXXXXX (XXXXXXX - being the 7-digit number on the Application Form)
o Withdrawal of the IPO by the Issuer with regulatory approval.
Bank Name: Kenya Commercial Bank Limited
Branch: Moi Avenue o Cancellation or suspension of the offer by the CMA or pursuant to law.
Branch Code: 01100
SWIFT Code: KCBLKENX o Duplicate payments made by an Applicant.
Narration: Application Form serial number (7-digit number)
o Payments credited in error or without a valid application.

Account Name: Privatization Authority – KPC IPO

Account Number: 11140XXXXXXX (XXXXXXX - being the 7-digit number on the Application Form)
ii. All refunds shall be subject to verification of application status and payment records.
Bank Name: Stanbic Bank Kenya Limited
Branch: Kenyatta Avenue iii. Reconciliation shall be conducted between receiving banks, selling agents, registrars, and the Issuer.
Branch Code: 31000
SWIFT Code: SBICKENX iv. No interest shall be paid on any Application money to any Applicant or other person participating in the IPO.
Narration: Application Form serial number (7-digit number) Any interest earned, if any, on any Application Money is payable to the CMA Investor Compensation Fund on
the basis of the prevailing Central Bank Rate for the period between the Closing Date and the date of crediting
of accounts or issuing refund payments.
(b) Mobile Money (M-Pesa) payment via:
v. Refunds in respect of applications where the allotted value is less than that applied for shall be in the form
of MPESA or by way of Electronic Funds Transfer (EFT) by the Receiving Bank (where an Applicant has valid
Cooperative Bank of Kenya Limited
EFT details in the application form or has provided accurate EFT details to the Authorised Selling Agents) or
Pay Bill Number: 4999915
to the applicant’s designated Stockbroker or Agent (applicable only for payments received through GPS)
Account Number: 59867XXXXXXX (XXXXXXX - being the 7-digit number on the Application Form)
vi. Refunds will be paid out as per the set timelines indicated in the Information Memorandum.
Kenya Commercial Bank Limited
Pay Bill Number: 522533 vii. Applicants are required to choose their preferred option of refund:
Account Number: 40384XXXXXXX (XXXXXXX - being the 7-digit number on the Application Form) (a) by RTGS/EFT, to the bank account provided in the application,

Stanbic Bank Kenya Limited (b) MPESA against registered mobile number in the name of the Applicant against proof of identity or,
Pay Bill Number: 8250250
(c) Through their designated Stockbroker or Agent (applicable only for payments received through GPS)
Account Number: 11140XXXXXXX (XXXXXXX - being the 7-digit number on the Application Form)
The recommended option is direct credit to a bank account via Electronic Funds Transfer (EFT). Applicants
should indicate their preferred refund method by selecting the appropriate option on the Application form.
Bank Financing
Please note that EFTs can only be processed to accounts held with commercial banks. Applicants who opt to
Applicants may approach a financier for loan facilities to facilitate its participation and payment of the full amount receive their refund directly into their bank account must provide accurate and complete bank account details
due in respect of the Offer. to enable processing of refunds via EFT. Failure to provide such information will result in the application being
rejected.
The extension of loan facilities by any financier is a decision to be made by such financier, at its sole and absolute
discretion and risk. viii. Where a financier has advanced money to an Applicant to participate in the IPO, refunds will be made to or
for the account of such financier; and
Neither the Company nor the Board offers any advice, recommendation or guarantee in respect of an Investor
seeking to approach or secure such financing. ix. Neither the Data Processing Agent, the Receiving Banks nor any Authorized Selling Agent will be responsible
for any refund not received using the chosen method and account details provided by the Applicant.
Irrevocable Bank Guarantee
x. All personal and financial data processed in connection with refunds shall be handled in compliance with
Qualified Institutional Investors (QIIs) may obtain an Irrevocable Bank Guarantee (IBG) from a Commercial Bank the Data Protection Act, 2019. Access to refund information shall be restricted to authorised personnel only.
licensed by the Central Bank of Kenya, in respect of their applications. The IBG will be in the format specified in this
Information Memorandum under Appendix III. xi. Refund records shall be retained in accordance with legal and regulatory requirements.

Refund Policy xii. Summary refund reports shall be made available to the Issuer and the CMA upon request.

i. Refunds may arise in the following circumstances: xiii. Investors may lodge complaints relating to refunds to the data processing agent and registrar. All
complaints shall be addressed in accordance with applicable CMA dispute resolution mechanisms and
o Applications rejected in accordance with the IPO Application Rejection Policy. regulatory requirements.
o Invalid or defective applications incapable of rectification.

Kenya Pipeline Company IPO Prospectus | 33

32
 Applicable Law and Dispute Resolution

Any dispute arising between the Company and an Investor in connection with the Offer, the Shares, the Application
8. Additional Corporate Information
process or this Information Memorandum shall be governed and construed in accordance with the laws of the
Republic of Kenya. Such dispute shall be subject to the exclusive jurisdiction of the courts of Kenya.
Legal Status

KPC was incorporated in 1973 under the Companies Act, Cap 486 of the Laws of Kenya, and commenced commercial
operations in February 1978.

Kenya Pipeline Company Limited (KPC) is a State Corporation wholly owned by the Government of Kenya (GoK),
within the meaning of the State Corporation Act (Chapter 446) Laws of Kenya, which defines a state corporation
to include a company incorporated under the Companies Act which is owned or controlled by the Government of
Kenya, with 100% shareholding owned by The National Treasury.

Upon the offer and sale to the public of 65% of the issued shares in KPC held by the Government of Kenya pursuant
to this Initial Public Offer, and assuming full subscription, the Government of Kenya shall cease to have a controlling
interest in KPC for purposes of the State Corporations Act. Accordingly, KPC shall cease to be a state corporation,
and the provisions of the State Corporations Act shall no longer apply to the Company.

Principal Objectives

The main objective of the Company is to provide efficient, reliable, safe and cost-effective means of transporting
petroleum products from Mombasa to the hinterland. In pursuit of this objective, the Company has constructed a
pipeline network, storage and loading facilities for transportation, storage, and distribution of petroleum products.
The current installed system consists of 1,342 kilometers of pipeline and current total storage capacity of 1,138,324
m3.

Shares and Shareholders – Before Share Split

Item Share Capital Shareholder Number of Shares Percentage

Authorised Shares - 19,369,580 Ordinary 100%

Shares of Kshs. 20 each
Issue and Fully Paid The National Treasury 18,173,299 100%

Kenya Pipeline Company IPO Prospectus | 35

34
 9. Use of Proceeds 10. Dividend Policy
The proceeds of the Offer will accrue to the Government of Kenya (“GoK”), as the principal selling shareholder, through KPC pays dividends to shareholders from surplus funds from its distributable profits and general reserves.
the National Treasury in coordination with the Ministry of Energy and Petroleum. Gross proceeds of approximately
The dividends declared by Kenya Pipeline Company for the past five fiscal years are presented below:
KSHS 106,313,799,150 (assuming full subscription) will form part of the Government’s approved financing plan
for the 2025/26 financial year and will be applied in accordance with the national budget framework and the fiscal
policy direction. The resources shall be allocated to critical commercially viable infrastructure investment priorities,
specifically Energy, Roads, Water and Irrigation, Airports Year ended 30 June 2025 2024 2023 2022 2021

Kes Kes Kes Kes Kes

Total Dividends Paid 5,900,000,000 7,000,000,000 0.00 8,000,000,000 2,700,000,000
Dividend Per Share 324.7 385.2 - 440.21 148.57
(DPS)
Dividend Coverage Ratio 0.65 0.56 - 0.53 (0.64)

Source: KPC Audited Financials

In determining whether to declare a dividend and the appropriate payout level, the Board of Directors considered:
i. The recognition of profit and availability of cash for distribution

ii. Debt covenants and funding requirements by which the Company is bound from time to time

iii. The operating and investment need for the Company

iv. The anticipated future growth and earning of the Company

v. Provisions of the Company’s Articles of Association

vi. Any Government Circulars and legislations issued from time to time

vii. The fact that dividend payments cannot exceed retained earnings as reported in the statement of finan-
cial positions

Once listed on the Nairobi Securities Exchange, the Company will be expected to align with prevailing market
expectations. Retail investors in the Kenyan equities market are predominantly income-driven and place significant
emphasis on companies with a demonstrated ability to deliver sustainable and growing dividend payouts. Historically,
a consistent dividend payout profile has also served as an important support for share price stability in the secondary
market.

Accordingly, a clear, robust and transparent dividend policy is a key management tool in sustaining investor
confidence and preserving the viability of equity markets as a long-term source of capital for optimal capital
budgeting. The Company intends to adopt a sustainable and progressive dividend policy.

Dividends will be declared and paid subject to the availability of distributable reserves and adequate liquidity, and in
compliance with applicable funding covenants, statutory requirements and regulatory approvals. Subject to these
considerations, the Company commits to distributing fifty per cent (50%) of its net earnings as dividends.

Kenya Pipeline Company IPO Prospectus | 37

36
 11. Macroeconomic Overview Kenya's Annual Economic Growth Rate : 2020-2024
7.6%
8.0%
7.0%
5.7%
6.0%
11.1 COUNTRY OVERVIEW 4.9% 4.7%
5.0%
Introduction 4.0%
3.0%
Kenya has an estimated population of 52.4 million. The youth (aged 15-24) make up 20.3% of the population, while 2.0%
approximately 36.8% are children aged 0–14 years.1 2 The economy is anchored in agriculture, which remains the 1.0%
largest employer and contributor to GDP, and is supported by a growing services sector encompassing finance, 0.0%
ICT, professional services, and transport and logistics. Manufacturing is steadily expanding, tourism continues to -1.0% -0.3%
generate foreign exchange, and the technology sector is emerging as a regional hub, further strengthening Kenya’s 2020 2021 2022 2023 2024
position as a key centre for trade and investment in East Africa.

Economic Growth Source: KNBS 2025 Facts and Figures

Kenya’s growth outlook improved in 2025, with real GDP estimated to have grown by 5.3% for the full year, reflecting
a broad-based recovery across key sectors.3 Activity strengthened through the year, with growth of 4.9% in the first
Inflation and Monetary Policy
nine months, up from 4.2% in the comparable period of 2024, supported by improved agricultural performance, a
turnaround in construction, a rebound in mining, and continued resilience in services.4 Inflationary conditions remained benign in late 2025, with headline inflation stable at 4.5% in December, supported
by adequate food supply following favorable weather, subdued fuel inflation amid exchange rate stability and lower
This followed a moderation in growth to 4.7% in 2024, driven by weather-related disruptions, tight financial conditions,
global oil prices, and easing non-core inflation reflecting the lagged impact of earlier monetary tightening.5 Inflation
weaker sentiment following mid-year protests, and constrained public investment under fiscal consolidation.
is expected to remain within the CBK’s target range over the medium term, creating scope for further monetary
Despite these headwinds, growth remained broadly aligned with Kenya’s estimated potential. Earlier, the economy
policy easing and a more supportive environment for private-sector credit growth.
rebounded strongly from the 2020 contraction, before normalizing through 2022–2023 as post-pandemic effects
faded, and policy conditions tightened. This stability follows a clear policy pivot by the Central Bank of Kenya, which began easing after inflation retreated
and macro stability improved, lowering the policy rate from its 13.0% peak in February 2024 to 9.0%.6 The easing
cycle came after an extended tightening phase initiated in 2022, when inflation peaked at 9.6% in October, prompting
Kenya's GDP contribution per sector: 2020-2025 . cumulative rate hikes that lifted the benchmark rate from 7.0% to 13.0% as the CBK sought to anchor expectations,
90 .0 stabilize the exchange rate and contain demand pressures.7
80 .0
9.3 9.0 8.5 8.4 8.4
70 .0
6.7 7.2 7.4 7.8 7.9 Annual Inflation Rate : 2019-2025
60 .0 2.6 2.4 2.3 2.3 2.2
12.0
50 .0 10.8 11.6 13.2 13.2 12.7
8.1 7.9 7.7 7.7 7.5 10.0
40 .0
7.0 7.1 7.1 6.7 6.3
30 .0 8.0
7.6 7.4 7.7 7.5 7.3
20 .0 0.7 0.8 0.9 0.7 0.7
6.0
10 .0 22.7 21.5 21.0 21.5 22.5
0 .0 4.0
2020 2021 2022 2023 2024*
2.0
Agriculture, forestry and fishing Mining and quarrying
0.0
Manufacturing Electricity supply

12/1/ 2019
3/1/2020
6/1/2020
9/1/2020
12/1/ 2020
3/1/2021
6/1/2021
9/1/2021
12/1/ 2021
3/1/2022
6/1/2022
9/1/2022
12/1/ 2022
3/1/2023
6/1/2023
9/1/2023
12/1/ 2023
3/1/2024
6/1/2024
9/1/2024
12/1/ 2024
3/1/2025
6/1/2025
9/1/2025
12/1/ 2025
Water supply; sewerage, waste management Construction
Wholesale and retail trade; repairs Transport and storage
Accommodation and Food Serving Activities Information and communication
Source: KNBS
Financial and insu rance activities Real estate
5
[Link]
Source: KNBS 2025 Facts and Figures
6
[Link]
7
[Link]

1 [Link]
2 [Link]
3 [Link]
4 [Link]

Kenya Pipeline Company IPO Prospectus | 39

38
 Implementation of the FY 2025/26 budget remains aligned with the fiscal consolidation path, though execution
risks persist, including delayed e-procurement rollout, revenue slippage and elevated spending pressures. To
preserve budget credibility, the National Treasury plans to rationalize spending through Supplementary Estimates
I, incorporating emerging revenue gaps and expenditure needs. This follows a challenging FY 2024/25, during
which revenue collections were adversely affected by the withdrawal of the Finance Bill 2024 and protest-related
disruptions to economic activity. In response, the government enacted targeted tax and business law amendments
to support revenue mobilization and improve tax administration, while containing non-essential spending and
safeguarding priority obligations, including debt service and statutory transfers to counties.

Over the medium term, the fiscal stance remains consolidation oriented. Under the FY 2026/27–FY 2028/29
framework, total revenue is projected to stabilize at ~17–18% of GDP, while expenditure declines from 21.5% to
20.8% of GDP, driven by lower recurrent spending and a gradual shift toward development outlays. The overall fiscal
deficit is projected to narrow from 3.8% of GDP to 3.4%, supporting debt sustainability.9

Source: CBK

Private Sector Credit Kenya Fiscal Performance: Revenue, Expenditure and Net Lending (KES trillions)
4.00
Private sector credit continued to expand, supported by the ongoing easing of lending rates. Credit growth reached 3.61
3.50 3.22 3.32
6.3 percent in November 2025, up from 5.9 percent in October, reversing the 2.9 percent contraction recorded in 3.03 2.92
January 2025. Lending to key sectors including manufacturing, construction, trade, and consumer durables remained 3.00 2.70
robust, reflecting improving credit conditions and a gradual restoration of market confidence.8 The improved access 2.50 2.37
2.20
to credit in these sectors has supported economic activity and investment. 2.00
1.50
1.00
Annual Credit to Private Sector Growth Rate (%) 0.50
8.0 0.00
FY2021/22 FY2022/23 FY2023/24 FY2024/25 (Prel. Actual)
6.0
6.3 Total Revenue Total Expenditure and Net Lending
5.9
4.0 5.0
Source: National Treasury
2.0 3.3 3.3
2 2.2
0.0
0.4 0.2 0.4 Total Revenue, Total Expenditure & Deficit (% of GDP)
0.0
-2.0 -1.1 25.00%
-1.4 -1.3

-4.0 -2.9 23.80%

22.60% 23.00% 23.20%
20.00% 22.50% 22.20% 21.50%
4

25
24

25

25
4

5
5
5

25
24

25
5
25

20.80%
-2

-2
-2

-2
-2
r-2

l-2
n-
p-

b-

g-

p-
n-
v-

v-

19.80%
c

ar

ay
ct

ct
Ju
Ap
No

No
De

Au
Ja
Se

Fe

Se
Ju
O

O
M

15.00% 17.60% 17.30% 17.00% 17.50% 17.50% 17.10%

Source: CBK 16.70% 16.70% 16.70%

10.00%
Fiscal Performance and Outlook

Fiscal pressures persisted into FY 2025/26, with budget execution broadly on track but constrained by revenue 5.00%
6.2% 5.6% 5.6% 5.9%
underperformance and rising recurrent expenditure. As at end-October 2025, total revenue including A-I-A fell KSh 4.70% 4.70% 4.00% 3.70%
107.5 billion below target, reflecting weaker ordinary revenue across all major tax heads, partially offset by stronger- 3.10%
0.00%
than-expected A-I-A. Expenditure marginally exceeded programme, driven by higher domestic interest costs and FY2021/22 (A) FY2022/23 (A) FY2023/24 (A) FY2024/25 FY2025/26 FY2026/27 (P) FY2027/28 (P) FY2028/29 (P) FY2029/30 (P)
(Prel. Actual) (Budget)
development spending, partly cushioned by delayed county transfers. Consequently, the fiscal deficit widened to
KSh 328.7 billion (1.7% of GDP) over July–October 2025, with financing skewed toward domestic borrowing. Total Revenue as a % of GDP Total Expenditure as a % of GDP Deficit as a % of GDP

8
[Link] Source: National Treasury

9
[Link]

Kenya Pipeline Company IPO Prospectus | 41

40
 Foreign Exchange and Foreign Exchange Reserves The robust reserve position reflects steady inflows from diaspora remittances and strong export earnings from
tea, horticulture, and manufactured goods to both regional and European markets. Remittance inflows reached
In 2025, the Kenya Shilling recorded a marginal 0.2 percent appreciation against the U.S. dollar, while depreciating by
USD 388.3 million in November, down 11.5% in October 2024 and 8.3% lower year-on-year, bringing total remittances
7.1 percent against the Sterling Pound and 12.5 percent against the Euro, reflecting divergent currency performance
for the first eleven months of 2025 to USD 4.6 billion (KES 592.6 Bn). These inflows have been crucial in sustaining
over the period and closed the year at KES 128.99 to the U.S Dollar, KES 173.49 to the Sterling Pound and KES
foreign exchange earnings and supporting the balance of payments.11
151.35 to the Euro.

Diaspora Remittances (USD millions)

KES/US Dollar,Sterling Pound and Euro
500.0
220
450.0
200

180 400.0

160 350.0

140 300.0

120 250.0
100
200.0
11 1

11 2

11 3

11 4

25
11 1

11 1

11 1
9/ 021

11 2

11 2

11 2
9/ 022

11 3

11 3

11 3
9/ 023

11 4

11 4

11 4
9/ 024

11 5

11 5

11 5
9/ 025

11/1/ 2020
1/1/2021
3/1/2021
5/1/2021
7/1/2021
9/1/2021
11/1/ 2021
1/1/2022
3/1/2022
5/1/2022
7/1/2022
9/1/2022
11/1/ 2022
1/1/2023
3/1/2023
5/1/2023
7/1/2023
9/1/2023
11/1/ 2023
1/1/2024
3/1/2024
5/1/2024
7/1/2024
9/1/2024
11/1/ 2024
1/1/2025
3/1/2025
5/1/2025
7/1/2025
9/1/2025
1/ 02

1/ 02

1/ 02

1/ 02
3/ 02

5/ 02

7/ 02

11 /202

3/ 02

5/ 02

7/ 02

11 /202

3/ 02

5/ 02

7/ 02

11 /202

3/ 02

5/ 02

7/ 02

11 /202

3/ 02

5/ 02

7/ 02

11 /202

20
2

2
/2

/2

/2

/2

/2

/2

/2

/2

/2

/2

/2

/2

/2

/2

/2

/2

/2

/2

/2

/2
1/

1/

1/

1/

1/
11

11

11

11

11

11
/1

/1

/1

/1

/1
1/

US Dollar Sterling Pound Euro

Source: CBK
Source: CBK

According to the KNBS Q3 2025 Balance of Payments Statistical Release, Kenya’s current account deficit widened
Kenya’s foreign exchange reserves remain at healthy levels, totaling USD 12.4 billion, equivalent to 5.3 months significantly, rising from KSh 43.5 billion in Q3 2024 to KSh 135.3 billion in the same quarter of [Link] deterioration
of import cover as of January 8,2026. This comfortably exceeds the Central Bank’s minimum target of 4 months was driven by a wider merchandise trade deficit and a reduced services account surplus. The merchandise trade
and the East African Community’s convergence floor of 4.5 months. This buffer signals strong external liquidity deficit expanded from KSh 321.1 billion to KSh 355.8 billion, as import growth outpaced export earnings. Imports
and supports confidence in the country’s ability to meet short-term external obligations while managing currency rose by KSh 82.7 billion compared to a KSh 48.0 billion increase in exports, largely reflecting higher imports of
fluctuations.10 industrial machinery, iron and steel, and road motor vehicles.

Debt Position
Foreign Exchange Reserves (USD billions)
Kenya’s public debt has risen sharply over the past decade, from 42.2% of GDP in 2013 to 72.0% in 2023, before
14.0 6.0 easing to 65.7% in 2024, largely reflecting the strengthening of the Kenya Shilling.12 Against this backdrop, the
Months of Import Cover
12.0 5.0 government has continued to tap both domestic and international markets to manage its debt profile. In February
10.0 2024, Kenya issued a US$1.5 billion Eurobond to refinance maturing external obligations and mitigate near-term
FX Reserves

4.0
8.0 refinancing risks. This strategy was extended in early 2025 with another US$1.5 billion Eurobond, which attracted
3.0
6.0 strong global investor demand and facilitated the partial buyback of the US$900 million Eurobond due in 2027.13
2.0
4.0
2.0 1.0 In October 2025, Kenya undertook two significant liability management operations. First, it converted the
0.0 0.0
US$3.4 billion outstanding Standard Gauge Railway loan from China Exim Bank from U.S. dollars to Chinese yuan,
reducing interest payments by around US$215 million. Second, the government issued a dual-tranche US$1.5 billion
1/ 23

1/ 24

5
3/ 23

5/ 23

7/ 23

9/ 23
11 023

3/ 24

5/ 24

7/ 24

9/ 24
11 024

3/ 25

5/ 25

7/ 25

9/ 25
11 025
02

Eurobond—US$750 million for seven years at 7.875% and US$750 million for twelve years at 8.8%—and used part
20

20

20

20

20

20

20

20

20

20

20

20
0

0
/2

/2

/2
2

2
5/

5/

5/

5/

5/

5/

5/

5/

5/

5/

5/

5/

5/

5/

5/
/5

/5

/5

of the proceeds to buy back a portion of the US$1 billion Eurobond maturing in 2028, with US$628 million of valid
1/

tenders accepted.14
Foreign Exchange Reserves Months of Import Cover
As at November 2025, total public debt stood at KES 12.3 trillion, equivalent to 67.3 percent of GDP or USD 93.27
Source: CBK
billion. Domestic debt amounted to KES 6.8 trillion, while public and publicly guaranteed external debt stood at USD
42.1 billion, equivalent to approximately KES 5.5 trillion.15

11
[Link]
10
[Link]
12
[Link]
[Link]
13
[Link]
14
[Link]
15
[Link]

Kenya Pipeline Company IPO Prospectus | 43

42
 Public Debt as a percentage of GDP (%) 12. Equities Market Overview
80.0
70.0
60.0
The Nairobi Securities Exchange (NSE) closed out 2025 on a strong bullish note, largely sustaining the rally seen
50.0 35.5 33.9 38.1 33.0 32.0
31.0 33.1 in the prior year as investor confidence remained high. By 31 December 2025, the NSE All Share Index (NASI) had
40.0 28.4 28.7
24.9 surged 51.1% to finish at 186.58 points, while the benchmark NSE 20 Index climbed 56.1% to 3,139.19 points,
30.0 20.1 22.1
underpinned by broad‑based gains across major counters and heightened trading activity. Market capitalisation
20.0 36.9
28.6 29.9 32.8 34.1 33.8 34.5 expanded significantly, rising to KES 2.95 trillion from KES 1.94 trillion a year earlier — a year‑on‑year increase
22.7 22.0 25.1 26.1 27.8
10.0
of 52.1% that reflects deepening equity market participation and strong price appreciation among listed stocks.
0.0
This robust performance was supported by an improved macroeconomic backdrop, easing interest rates, stronger
14

15

16

17

18

19

20

21

22

23

24

25
liquidity conditions and resilient corporate earnings, which together sustained bullish momentum throughout the
3/

4/

5/

6/

7/

8/

9/

0/

1/

2/

3/

4/
1

2
year.
20

20

20

20

20

20

20

20

20

20

20

20
FY

FY

FY

FY

FY

FY

FY

FY

FY

FY

FY

FY
Domesti c External Gross Debt NSE 20 Index
Source: World Bank (2025), “Kenya Economic Update: Edition 6000
No:32”

According to September filings by National Treasury, Kenya’s external debt structure remains predominantly 5000
multilateral, which accounted for 56.7% of the outstanding external portfolio. Eurobonds represented 19.0%, while 4000
bilateral creditors held 18.5%. Exposure to commercial banks stood at 4.1%, with guaranteed facilities at 1.4%,
and supplier credit at 0.3%, collectively signalling a funding mix still anchored in concessional sources, but with a 3000
notable Eurobond component that shapes refinancing and FX-linked risk. 2000

Currency composition further illustrates Kenya’s vulnerability to major reserve currencies. USD-denominated 1000
obligations formed 52.0% of external debt, followed by the Euro at 27.9%, Chinese Yuan at 12.3%, Japanese Yen
at 5.2%, and Sterling Pound at 2.5%. The remaining 0.2% was spread across other currencies, including the Danish 0

3/29/1991
3/29/1992
3/29/1993
3/29/1994
3/29/1995
3/29/1996
3/29/1997
3/29/1998
3/29/1999
3/29/2000
3/29/2001
3/29/2002
3/29/2003
3/29/2004
3/29/2005
3/29/2006
3/29/2007
3/29/2008
3/29/2009
3/29/2010
3/29/2011
3/29/2012
3/29/2013
3/29/2014
3/29/2015
3/29/2016
3/29/2017
3/29/2018
3/29/2019
3/29/2020
3/29/2021
3/29/2022
3/29/2023
3/29/2024
3/29/2025
Kroner, Kuwait Dinar, Korean Won, Indian Rupee, Canadian Dollar, Saudi Riyal, Swedish Kroner and Emirati Dirham.
While small in proportion, the diverse tail underscores a broader creditor universe, though the concentration in USD
and Euro remains the dominant driver of currency-translation effects on the debt stock.16
Source: NSE
External Debt by Currency Composition as at end September 2025 (As
percent of Total External Debt) Market reforms during the review period further boosted activity. The NSE introduced single-share trading, eliminating
the minimum board lot requirement of 100 shares, which enhanced market liquidity and increased retail investor
27.90% participation. In addition, the exchange welcomed two new listings: Shri Krishana Overseas Limited, a packaging
manufacturer, and the Satrix MSCI World Feeder ETF, the second ETF listed on the bourse after the Absa New Gold
ETF, broadening the range of investment products available. to market participants. Strong earnings across the
5.20% banking sector were a key driver of the market’s upward trajectory, supported by resilient balance sheets, improved
52.00% asset quality, and sustained credit growth. The positive performance in banking stocks provided significant support
2.50% to overall market indices. The broader index performance mirrored these gains. The NSE-25 rose 49.8% to 5,096.68
12.30% points, while the NSE-10 gained 50.9% to 1,965.20 points. The newly launched Banking Sector Index ended the year
0.20% at 203.65 points. Of the 60 counters active in 2025, 54 recorded gains, reflecting broad-based strength across the
market. Sectoral performance was strongest in insurance, which gained 86.6%, while manufacturing posted the
USD Euro Yen GBP Yuan Others smallest increase at 38.2%. 18Equity market turnover increased markedly in 2025, rising by 37.28% year-on-year
to KES 145 billion from KES 105 billion in 2024, reflecting heightened trading activity and increased participation
Source: National Treasury by both local and foreign investors. The fixed income segment delivered a historic performance, with bond market
turnover reaching an all-time high of KES 2.7 trillion, representing a 75.5% increase from KES 1.5 trillion recorded
The present value of total public debt-to-GDP remains elevated at 63.8 per cent in September 2025. According to the previous year. This growth is attributable to stronger investor participation, yield compression, and robust
the National Treasury, this ratio is projected to ease to 60.6 percent by 2030. secondary market demand.

16
[Link] 18
[Link]

Kenya Pipeline Company IPO Prospectus | 45

44
 Equity Market Turnover: 2020-
2025 (KES billions)
Bonds Turnover (KES trillions) 13. Industry Overview
3.0
2.7
160 149 145
137 2.5
140 The oil and gas industry encompasses the exploration, development, transportation, processing and distribution of
120 crude oil, natural gas and refined petroleum products. The sector plays a critical role in powering economic activity,
106 2.0
94 enabling mobility and supporting industrial production. In emerging and frontier markets, petroleum products
100 88 1.5
1.5 remain the primary energy source, underpinning economic output, trade and fiscal stability.
80
1.0 Globally, the industry is structured along three main segments of the value chain: Upstream, Midstream, and
60 1.0
0.7 0.7 Downstream, each with distinct risk profiles, capital requirements and regulatory considerations.
0.6
40
0.5 Upstream
20

- 0.0 Upstream activities involve the exploration for, and extraction of, crude oil and natural gas. These activities are capital
2020 2021 2022 2023 2024 2025 2020 2021 2022 2023 2024 2025 intensive, technologically complex and highly sensitive to global commodity prices and regulatory frameworks. In
Kenya, upstream activity has historically been exploratory in nature. To date, approximately 94 exploration wells
Source: NSE have been drilled across four sedimentary basins covering an estimated 485,000 km². Commercially viable oil
discoveries have been confirmed only in the South Lokichar Basin, with estimated recoverable resources of up
The equities market continues to gain from the prevailing dovish monetary stance, as declining fixed-income yields to 4 billion barrels. Development of the resource has faced delays related to regulatory approvals, infrastructure
have reduced the relative attractiveness of government securities and other low-risk instruments. This environment requirements and market conditions. In 2024/25, Tullow Oil exited the project, transferring its participating interest
is prompting investors to reallocate capital toward equities, which now offer more compelling risk-adjusted returns to Gulf Energy, which is expected to continue exploration and development efforts.
through both potential price appreciation and dividend income. Supporting this shift is a stable Kenya Shilling,
Midstream
which has anchored investor confidence by mitigating currency risk and fostering a more predictable macro
backdrop. Collectively, these factors are creating a favourable entry point for investors, reinforcing market liquidity The midstream segment comprises the transportation, storage, and handling of crude oil, refined petroleum products
and sustaining bullish momentum across key sectors. and natural gas, providing the critical link between upstream production and downstream consumption. Midstream
assets are typically characterized by long economic lives, stable demand profiles and regulated or contracted
revenue structures.

In Kenya, the midstream sector is dominated by Kenya Pipeline Company (KPC), which operates a national pipeline
network spanning approximately 1,342 kilometers and has a to total storage capacity of about 1.14 million cubic
meters. KPC manages key coastal and inland storage facilities and supplies petroleum products to domestic markets
as well as neighbouring countries. As such, it serves as the backbone of Kenya’s petroleum logistics system and a
critical enabler of regional fuel security and trade within East Africa.

Pipeline Date Completed Distance (KM) Diameter Installed Flow Achievable

Segments (Inches) Rate (m3/hr) throughput per
annum (m3)
Mombasa- 2018 450 20 1,000 10,818,600
Nairobi (Line 5)

Nairobi- Eldoret 1994 325 8&6 220 1,830,840

(Line 2)

Sinendet- 1994 121 6 110 915,420

Kisumu (Line 3)

Nairobi- 2011 325 14 510 4,493,880

Eldoret (Line 4)

Sinendet- 2016 121 10 290 2,413,380

Kisumu (Line 6)

Total 1,342

Source: Kenya Pipeline Company Ltd

Kenya Pipeline Company IPO Prospectus | 47

46
 Downstream Market Growth and Penetration Trends

The downstream segment encompasses the refining of crude oil into finished petroleum products such as petrol, Total petroleum imports remain the primary driver of activity across Kenya’s midstream and downstream petroleum
diesel, jet fuel, LPG, and lubricants, as well as the marketing, distribution and retail sale of these products to sectors, supporting both domestic consumption and regional transit markets. Import volumes have expanded in
commercial customers and end consumers. This segment is typically characterized by higher competition, regulated line with post-COVID economic recovery, changes in global crude oil prices and rising energy demand, reinforcing
pricing environments and relatively lower capital intensity compared to upstream and midstream operations. Kenya’s position as a regional petroleum logistics and energy hub.

In Kenya, the downstream petroleum market comprises 146 registered Oil Marketing Companies (OMCs). Despite Midstream throughput has exhibited sustained growth over the past decade, increasing from 5.59 million cubic
the large number of participants, the market activity is relatively concentrated, with the top ten OMCs accounting meters (m³) in FY 2014 to 9.11 million m³ in FY 2024. This represents a compounded annual growth rate (CAGR)
for over 72% of total market share. Vivo Energy, Rubis, and TotalEnergies Marketing Kenya collectively account for of approximately 4.54%, based on KPC’s financial statements. This growth trajectory broadly aligns with Kenya’s
more than half of total sales. macroeconomic performance, underpinned by Kenya’s average annual GDP expansion of 4.66% over the same
period, highlighting the close relationship between economic expansion and petroleum demand.
As at June 2025, the downstream market recorded a Herfindahl-Hirschman Index of 0.0981, indicating a moderately
concentrated market structure. While competitive pressures remain significant, scale, supply chain efficiency and Regional transit and export volumes have been a particularly strong contributor to overall throughput growth. In FY
access to reliable logistics infrastructure continue to be key differentiators among market participants. 2024, export volumes accounted for approximately 51.10% of total throughput, underscoring Kenya’s strategic role
in supplying petroleum products to neighbouring markets within East and Central Africa. This reflects continued
regional reliance on Kenya’s pipeline for storage infrastructure as the most efficient and secure route for petroleum
OMC Local Sales Volume for % Share product movement.
imported products (m3) Although still in its early stages of growth, the East Africa midstream industry shows a moderate degree of
20

Vivo Energy Kenya Limited 922,534.95 20.43% concentration. Major state-owned players such as KPC, Tanzania Petroleum Development Corporation (TPDC), and
Total Energies Marketing Kenya Plc. 665,685.57 14.74% Uganda National Oil Company (UNOC) control transportation and storage, effectively forming national or corridor-
Rubis Energy Kenya Plc. 661,639.33 14.65% based monopolies and duopolies. Innovation within the sector is primarily focused on infrastructure expansion,
178,493.00 3.95% system integrity and cost-efficient transport solutions rather than disruptive technological change.
Ola Energy Kenya Limited
Be Energy Limited 146,791.86 3.25% Regulatory frameworks play a central role in shaping the sector, particularly with respect to licensing, tariff setting,
Galana Energies Limited 144,861.25 3.21% and environmental oversight, ensuring both domestic benefit and attraction of international investment. Limited
Hass Petroleum Limited 142,299.94 3.15% alternatives such as cross-border road and rail transport further reinforce the dependence of national oil companies
and downstream distributors on midstream infrastructure for reliable product delivery. These dynamics support
Stabex International Limited 126,222.82 2.80%
stable demand for midstream services and underpin the long-term strategic importance of pipeline and storage
Vitalac International Limited 89,018.61 1.97%
assets in the region.
Zacosia Trading Limited 88,888.44 1.97%
84,917.80 1.88% Market Drivers and Constraints
Lake Oil Limited
Petro Oil Kenya Limited 81,567.00 1.81% Key Market Drivers
Aftah Petroleum(K)Ltd 80,066.40 1.77%
1. Rising Global & Regional Energy Demand
Dalbit Petroleum Limited 79,059.00 1.75%
Towba Petroleum Company Limited 71,334.05 1.58% Global energy consumption has grown steadily, driven by industrialization, population growth, and rising incomes.
Global oil demand increased from 83.65 million barrels per day in 2005 to an estimated 105.5 million barrels per
Astrol Petroleum Company Limited 70,248.43 1.56%
day in 2025, representing a growth of about 26.1%. Most of this growth has originated from emerging and frontier
Tosha Petroleum (Kenya) Limited 68,493.20 1.52%
economies, where expanding consumer bases and accelerating industrial activity continue to sustain demand for
Gapco Kenya Limited 51,507.00 1.14% petroleum products.
E3 Energy Kenya Limited 49,870.47 1.10%
These global trends are reflected at the regional level. In Kenya, petroleum import volumes increased by approximately
Leadway Petroleum Limited 46,735.20 1.03%
7.7% year-on-year to 9.76 million m³ in FY2024/25, supporting a 14.6% revenue growth for KPC. Continued growth
Others 665,562.51 14.74%
in regional fuel demand, together with rising air travel and aviation activity, is expected to drive higher throughput
Total 4,515,796.82 100% volumes, particularly for jet fuel, thereby strengthening KPC’s operational utilisation and revenue prospects. Despite
Source: EPRA Energy &Petroleum Statistics Report, for Financial Year ended June 2025 increasing investment in alternative energy sources, 21oil and natural gas remain the dominant energy sources
globally, sustaining strong demand for efficient midstream transportation and storage infrastructure.
From a refining perspective, 19Kenya Petroleum Refineries Limited (KPRL) historically served as the country’s sole
refinery operator. Established in 1960 to supply petroleum products across East Africa, KPRL operated as a 25,000 2. Technological Advancements in Logistics and Supply Chain Management
barrels-per-day refinery for five decades before being decommissioned in 2013 due to aging infrastructure. The site
The oil and gas logistics industry is increasingly adopting SCADA and Pipeline Intrusion System to enhance
was subsequently converted into a storage terminal. Under full KPC ownership since 2023, it now provides 484
efficiency, safety and cost management. These include advanced pipeline monitoring systems, automated inventory
million litres of storage across 45 tanks, including 1,200 MT of LPG to KPC’s coastal capacity.
management, predictive maintenance, GPS enabled tracking, and data-driven optimization of logistics flows.

19
[Link] 20
[Link]
21
[Link]

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 KPC has invested in modernization, including leak detection, fire suppression, and digital monitoring systems. In high land acquisition costs, which make new pipeline projects expensive and may limit KPC’s capacity growth in
addition, workforce capability development through institutions such as KPC’s Morendat Institute of Oil and Gas the medium term.
supports the effective adoption these technologies. While such investments may increase capital and operating
4. Environmental Risks
costs in the short term, they reduce operational risk and enhance long-term reliability and profitability.
The transportation, storage, and handling of crude oil is inherently associated with significant environmental
3. Development of LNG/LPG Infrastructure
hazards. The risk may arise from pipeline integrity issues, which may be as a result of corrosion, equipment
Global demand for cleaner energy (including LNG) is rising, with Shell forecasting a 60% increase in LNG consumption malfunction, third-party interference, natural disasters or ageing infrastructure. Such vulnerabilities can lead to
by 2040. Although KPC currently has limited LNG exposure, domestic LPG demand has expanded from 321,000 environmental incidents, including spills and pipeline leaks, which in turn expose operators within the sector to
tonnes in 2020 to 415,000 tonnes in 2024, supported by policy measures such as VAT removal and the government’s substantial financial liabilities, legal consequences and reputational damage.
universal clean cooking initiative. This creates a compelling growth opportunity for KPC, especially with its LPG
Regional Competitive Landscape
segment already recording 22.5% year-on-year revenue growth in FY 2024, underscoring strong medium-term
expansion prospects and emerging regional market opportunities. KPC holds a dominant position in the regional midstream logistics sector, largely due to its extensive pipeline
network and its ability to serve not only Kenya but also Uganda, Rwanda, South Sudan and parts of the DRC.
LPG Per Capita Consumption
Regulatory Framework and Tariffs
500,000 414,861 8
7.9 Kenya’s petroleum sector operates under the Energy Act 2019, with EPRA responsible for licensing, safety oversight,
400,000 373,865 360,594 7.5
320,909 7.5 333,830 environmental compliance, and regulating midstream tariffs. EPRA reviews KPC’s pipeline tariffs every three years
300,000 7 using a cost-of-service approach that balances operational requirements with consumer impact. The National
7
6.6 Environment Management Authority (NEMA) also plays a key role by enforcing environmental protection and
200,000 6.6 6.5
sustainability standards, ensuring KPC meets national environmental regulations and conducts necessary impact
100,000 6 assessments.

0 5.5 Oil Marketing Companies (OMCs) and Their Relationship with KPC
2020 2021 2022 2023 2024
Kenya’s Oil Marketing Companies (OMCs) sector comprises a mix of major international players and strong local
LPG Per Capita Consumption Per Capita Consumption (Kgs)
firms competing to supply petroleum products, including petrol, diesel, and LPG, to the domestic market and
landlocked East African economies. According to the Energy and Petroleum Regulatory Authority (EPRA), market
shares remain fluid, although the sector is typically dominated by a small group of leading companies.
Key Sector Constraints
OMCs function primarily as customers of Kenya Pipeline Company (KPC), with OMCs being responsible for the
1. Volatility in Oil Prices
importation, distribution, and retailing of petroleum products, whilst KPC provides the critical midstream infrastructure,
Oil price volatility remains a major risk for the midstream sector. Price spikes typically suppress consumer demand, offering regulated pipeline transportation and storage services across the country. Petroleum products were jointly
while sharp declines often cause producers to reduce output—both of which lower transport and storage volumes. In sourced by OMCs under the Open Tender System, which has since transitioned to a government-to-government
FY2023/24, KPC’s petroleum import volumes fell 1.99% year-on-year as global price surges pushed super petrol to procurement framework. Upon importation, products are injected into the KPC network, with OMCs paying regulated
a record KSHS 217.36 per litre, resulting in a 2.1% decline in national fuel consumption. Although demand recovered tariffs for storage and transportation to inland depots. OMCs then uplift products for last-mile distribution to retail
in FY2024/25 due to easing prices and increased OPEC+ supply, long-term volatility remains a structural challenge. outlets and industrial customers. At no point does KPC own or trade petroleum products; ownership remains with
the OMCs throughout the value chain.
2. Geopolitical Instability and Supply Chain Disruptions
The sector is regulated by the Ministry of Energy and EPRA. OMCs’ relationship with KPC is governed by Transportation
Global oil and gas supply chains are highly vulnerable to geopolitical tensions, as key production and shipping Service Agreements, under which KPC serves as the backbone of domestic and regional fuel logistics, supporting
routes pass through unstable regions. Conflicts, sanctions, and maritime security threats can alter shipping routes, both local distribution and exports to neighboring landlocked countries.
delay deliveries, and increase freight and insurance costs.

KPC experienced these effects during the 2024 Red Sea disruptions, which forced vessels to reroute, lengthened
delivery timelines, and contributed to higher fuel prices and lower import volumes.

The Russia-Ukraine conflict has similarly triggered price shocks and supply imbalances since 2022. While recent
ceasefires in parts of the Middle East have eased some pressures, persistent and emerging geopolitical risks
continue to pose long-term systemic challenges for the sector.

3. High Operating Costs and Infrastructure Dependency

The oil logistics sector requires continuous investment in pipelines, pumps, and storage infrastructure, resulting in
high CapEx and OpEx. In FY2024, KPC’s cost-to-income ratio stood at 50.86%, driven mainly by administrative and
personnel expenses, with rising living costs placing further pressure on wages. Expansion is also constrained by

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 14. Business Overview Facilities such as the Kisumu jetty and Eldoret rail/road hubs reinforce Kenya’s role as the region’s distribution
gateway, expanding KPC’s addressable market.

4. Enhanced Capacity Through Recent Infrastructure Investments

14.1 GENERAL Significant capital projects, such as Line 5, KOT 2, and the expansion of loading and storage facilities, have increased
system capacity, improved operational reliability, and strengthened KPC’s competitive edge over alternative regional
KPC’s mandate is to develop, operate and maintain an efficient, safe, reliable and cost-effective system for routes.
the transportation, storage and distribution of refined petroleum products from the port of Mombasa to various
inland depots. Since its inception, the Company has expanded its operations through the construction of pipeline 5. Integrated and Modern Operational Technology
infrastructure, storage tanks and loading facilities that support the national and regional petroleum supply chain.
Advanced systems, including Supervisory Control and Data Acquisition (SCADA), System Application and Products
The Company currently operates a network comprising approximately 1,342 kilometres of pipeline, which operates a
(SAP) Enterprise Resource Planning (ERP), leak detection, mass metering, tank gauging, and automated loading
national pipeline network of 1,342 km and current total storage capacity of 1,138,324 m3.
infrastructure, enable efficient operations, real-time monitoring, and high safety standards, reducing operational
14.2 HISTORY risk and downtime.

The Company was incorporated in 1973 under the Companies Act (Cap 486, Laws of Kenya) and commenced 6. Synergies from Full Ownership of KPRL
commercial operations in February 1978. Its establishment formed part of a national strategy to reduce reliance on
The acquisition of KPRL has consolidated key infrastructure under one entity, increasing storage capacity, enhancing
road and rail transport for petroleum distribution, lower fuel transportation costs, enhance Kenya’s energy security
operational flexibility, and unlocking significant land for future expansion and diversification opportunities.
and strengthen regional petroleum trade. To advance these objectives, KPC developed an integrated pipeline and
depot network designed to ensure a reliable domestic fuel supply while enabling the transit of petroleum products 7. Strong Regulatory Framework
to neighbouring markets. This infrastructure has played a central role in positioning Kenya as a critical logistics hub
KPC operates within a clear regulatory framework that supports long-term stability, facilitates major project
within the East and Central African energy corridor.
approvals, and reinforces investor confidence.
On 24 June 2016, the Government of Kenya entered into an agreement with Essar Energy Overseas Limited, Essar
8. Robust Safety, Security, and Environmental Standards
Energy Holdings Limited and Kenya Petroleum Refineries Limited (KPRL) for the transfer of all shares held by
Essar in KPRL to the Government. This transaction resulted in KPRL becoming a wholly owned State Corporation. KPC has invested heavily in security intelligence systems, monitoring technology, and internationally benchmarked
Following this acquisition, the Cabinet issued a directive on 11 August 2016 requiring that KPRL be placed under safety protocols, reducing exposure to operational, environmental, and reputational risks.
the management of KPC.
9. High Barriers to Entry
In October 2023, the acquisition was completed after the Government of Kenya, through the National Treasury,
transferred 100% of its shareholding in KPRL to KPC, resulting in KPC assuming full ownership, control, and Pipeline infrastructure requires substantial capital investment, complex regulatory approvals, and specialised
operational responsibility for all KPRL assets. These assets include key storage facilities, pipeline infrastructure, expertise—barriers that protect KPC’s market position and sustain long-term competitiveness.
and the strategic Changamwe facility, effectively consolidating Kenya’s petroleum logistics network under a single
10. Steady and Predictable Revenue Model
state-owned entity. In addition, KPRL holds significant undeveloped land that presents opportunities for expanding
existing infrastructure and developing new commercial initiatives. Tariff-based income, regulated by EPRA, ensures predictable cash flows independent of global oil price volatility,
making KPC a stable and attractive asset for investors.
14.3 COMPETITIVE STRENGTHS
14.4 REGIONAL STRATEGIC IMPORTANCE
KPC enjoys certain structural and operational strengths that place in a very strong position to withstand competitive
forces. The strengths outlined below will enable it to sustain and strengthen its position as the region’s premier
distributor and provider of petroleum storage infrastructure: Northern Corridor
•KPC is a pivotal player in the East african petroleum landscape, driving regional economic activity
1. Strategic Control of National Petroleum Infrastructure

KPC owns and operates Kenya’s primary petroleum transportation and storage network, including all major
Export Markets
pipelines, terminals, and key strategic facilities. This extensive footprint positions the Company as the backbone of
•Supplies landlocked countries including Uganda, Rwanda, Burundi, South Sudan, DRC and Northern
the national and regional fuel supply chain. Tanzania

2. Strong Market Position and Natural Monopoly

Operational Leverage
As the sole operator of Kenya’s pipeline network, KPC enjoys a dominant market position with minimal competitive •Entrench Kenya as the gateway to East and Central Africa through Oil and Gas infrastructure investments

pressure, ensuring stable throughput volumes and predictable revenue streams regulated under a cost-recovery
tariff model.
Kisumu Oil Jetty (KOJ)
3. Regional Supply Hub for East and Central Africa •Multimodal logistics; shipped 807 million litres across Lake Victoria to Uganda since late 2022, removing up to
150 trucks per large barge, enhancing safety and cost efficiency

KPC’s infrastructure supports regional exports to Uganda, Rwanda, Burundi, Eastern DRC, and South Sudan.

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 14.5 KEY HIGHLIGHTS FROM KPC’S VISION 2025 STRATEGY ICT platforms, including upgraded SCADA systems and modernised enterprise systems, will enhance real-time
operational visibility, strengthen cybersecurity, and enable data-driven decision-making. These initiatives reduce
KPC’s Vision 2025 was structured around five strategic pillars designed to strengthen the Company’s market operational risk, improve service reliability, and reinforce KPC’s reputation as a dependable midstream operator.
position and institutional capabilities.
3. Environmental, Social and Governance (ESG)
1. The Business Leadership pillar focused on consolidating KPC’s dominance in the Kenyan petroleum
logistics market through superior service delivery and operational reliability. While the Revised Strategic Plan (RSP) introduced ESG integration, the current Plan embeds ESG considerations
across investment decisions, operational practices and risk management frameworks. Environmental priorities
2. The Geographic Expansion pillar sought to extend this leadership into the broader Eastern Africa region by focus on emissions reduction, spill prevention and improved waste and water management. Social initiatives
developing integrated midstream infrastructure and new market linkages. emphasise community engagement and alignment with national development priorities, while governance reforms
3. The People pillar aimed to build a high-performance workforce capable of executing an ambitious regional aim to strengthen internal controls, transparency and institutional accountability. Together, these measures support
and diversification agenda. sustainable operations and long-term stakeholder value.

4. The Systems and Processes pillar prioritised world-class technology, automation and robust operational 4. People
systems to support efficiency, safety and scalability. The current Strategic Plan directly addresses organisational challenges identified under Vision 2025, including
5. Finally, the Image and Reputation pillar sought to deepen stakeholder confidence and strengthen KPC’s an ageing workforce, succession risks and inconsistent leadership continuity. It prioritises proactive workforce
standing as a trusted national strategic asset. planning, skills and capability development, leadership strengthening, cultural transformation and enhanced safety
and performance standards. Human capital is positioned as a critical enabler of operational stability, effective
To support sustainable system performance, the strategy prioritised investment in the integrity and capacity of execution and strategic diversification.
the existing pipeline network. This led to the development and rollout of the Pipeline Infrastructure Sustainability
Enhancement Plan (PISEP), which is aimed at ensuring that the network can reliably meet projected demand. Vision Priority Strategic Objectives and Actions
2025 generated critical strategic insights that have informed KPC’s new 2025/26–2029/30 Strategic Plan In support of the Strategic Pillars outlined above, the KPC Strategic Plan 2025/26-2029/30 identifies a set of priority
14.6 BUSINESS STRATEGY: KPC STRATEGIC PLAN: 2025/26 – 2029/30 strategic objectives and corresponding actions that are intended to drive sustainable business growth, strengthen
infrastructure resilience and enhance market competitiveness over the five-year period. These actions form the
The 2025/26–2029/30 Strategic Plan builds on the lessons from Vision 2025. The plan ensures that KPC’s growth basis for capital investment planning and operational execution. They are summarised on the table below:
ambitions are matched with operational capacity, financial strength and market realities.
Strategic Objective Strategic Actions
Under this new Plan, KPC is positioned to consolidate its role as the backbone of regional petroleum logistics while
selectively expanding into commercially viable adjacent areas, including LPG, digital infrastructure and broader Enhance Infrastructure Capacity i. Enhance pipeline system capacity
midstream services. It provides for targeted capital investments of approximately Kshs. 94.0 billion aimed at to Support Business Growth - Eastern pipeline capacity enhancements
strengthening pipeline integrity, increasing storage capacity, modernising operational technologies and enhancing - Western Kenya pipeline capacity enhancements
service reliability. Supported by growing regional fuel demand and stronger internal execution frameworks, the Plan - Enhance of the KOT2 – KPRL Changamwe pipeline
projects turnover growth from Kshs. 38.0 billion to Kshs. 62.0 billion by FY 2029/30. - Upgrade of the KPRL Changamwe tank farm
- Eldoret – Malaba/Kampala/Kigali pipeline
The strategy is aligned with national development priorities under Vision 2030, the Fourth Medium Term Plan (MTP
IV), the Ministry of Energy and Petroleum Strategy and the Bottom-Up Economic Transformation Agenda (BETA).
ii. Enhance depots capacity and stock days
It reinforces KPC’s contribution to national digital infrastructure, environmental sustainability and socioeconomic
- Implement the western Kenya depot capacity upgrade project
development.
- Construct additional tanks in JKIA
Building on the lessons of Vision 2025, the current Strategic Plan is anchored on four core pillars: - Conversion of top loading to bottom loading: enhance truck loading efficiency by 65%

1. Diversification and Growth

Business Diversification - Upscale the uptake of Fibre Optic Cable to increase revenue
The new strategy replaces the broad, regionally oriented expansion focus of Vision 2025 with a more commercially
- Expand the LPG business: storage and bottling facilities
grounded diversification framework. It prioritises strengthening of core petroleum logistics operations, through
- Optimize utilization of KPRL assets
expanded storage, enhanced system redundancy and targeted pipeline upgrades, while developing adjacent
- Diversify into handling new fuels and energies
revenue streams such as LPG handling, fibre-optic commercialisation and marine logistics. Collectively, these
initiatives reduce revenue concentration risk, enhance business resilience, and position KPC for a lower-carbon,
digitally enabled future. - Leverage established business model and infrastructure footprint to grow market share
Enhancing Market Position
2. Operational Excellence - Optimize existing capacity in Mombasa to expand reach to emerging regional markets
Operational excellence remains fundamental to KPC’s mandate of delivering safe, reliabile and cost-efficient
services. Under this pillar, the Company is enhancing efficiency through digitisation, automation, strengthened asset
integrity programmes, and optimised maintenance regimes. Energy efficiency initiatives are expected to deliver
cost savings while supporting the national decarbonisation agenda. Investments in secure, flexible, and integrated

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 14.7 PRODUCTS AND SERVICES 14.7.2 Storage Facilities

14.7.1 Pipeline Network The company has storage facilities in Mombasa and the hinterlands with a total storage capacity of 1,138,324 m3.
This is divided as follows:
The company maintains an extensive pipeline network spanning 1,342 kilometres across Kenya. This network is
outlined below: Storage capacity by depot and product

i. Mombasa – Nairobi Pipelines Depot MSP AGO DPK Jet A-1 Total
Moi Airport - PS 12 - - - 7,349 7,349
• Line 1: The original 14-inch Mombasa–Nairobi pipeline, commissioned in 1978, was retired in 2020 after
JKIA – PS 9 - - - 54,141 54,141
exceeding its 30-year design life. Its decommissioning was also prompted by safety considerations,
environmental risks and rising operational costs associated with legacy infrastructure. While the Nairobi – PS 10 71,726 66,551 57,187 37,116 232,580
pipeline has been taken out of service, the mainline pumps and associated auxiliary systems remain in Nakuru – PS 25 12,163 15,702 2,668 - 30,533
place and may be repurposed for future operational needs. Kisumu – PS 28 14,371 29,388 5,013 6,516 55,288
Eldoret – PS 27 15,471 21,922 4,413 6,283 48,089
Line 5: Is a 20-inch, 450-kilometre pipeline running from Mombasa to Nairobi, completed in 2018. It is supported by
Sub-total 113,731 123,563 69,281 111,405 427,980
four pumping stations and has an installed flow rate capacity of 1,000m3 per hour. The design also includes provisions
KOSF – PS 14 108,577 92,683 124,973 - 326,233
for four additional future stations, which would increase the pipeline’s flow rate to approximately 1,750m³ per hour.
KPRL – PS 15 105,989 127,820 30,629 - 384,111
ii. Western Kenya Pipelines Grand Total 328,297 344,066 224,883 111,405 1,138,324

• Lines 2: This line consists of a 325-kilometre pipeline between Nairobi and Eldoret, built using a *MSP-Motor Spirit Premium (Super), AGO- Automotive Gas Oil (Diesel), DPK- Dual Purpose Kerosene, Jet A-1- Aviation Fuel

combination of 8-inch diameter covering 281 kms and 6-inch diameters covering 44 kms completed in
1994. The installed flow rate on this line is 220 m3 per hour.
Visual representation of storage capacity
• Line 3: This line consists of a 121-kilometre 6-inch diameter pipeline from Sinendet to Kisumu,
completed in 1994. The installed flow rate on this line is 110m3 per hour.

• Line 4: The second Nairobi–Eldoret pipeline, a 325-kilometre line with a 14-inch diameter commissioned
in 2011, currently operates with an installed flow rate of 510m3 per hour. The system has been engineered
to accommodate future enhancements, and with the installation of additional pumps, its throughput
potential can exceed 700m3 per hour.

• Line 6: The Sinendet to Kisumu 121-kilometre 10-inch diameter pipeline has a flow rate of 290m3 per
hour.

iii. Shimanzi Pipeline: This is a 4 kilometre, 10-inch diameter spur pipeline from Kipevu Oil Storage Facility
(KOSF) to the Shimanzi Oil Marketing Company’s (OMC) depots. It has a flow rate of 500m3 per hour.

Source: Kenya Pipeline Company

Source: Kenya Pipeline Company

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 14.7.3 Loading Facilities product movement approvals and enhanced operational transparency and improved regulatory compliance.

KPC operates road tank loading facilities at its storage depots in Mombasa, Nairobi, Nakuru, Kisumu, and Eldoret, Morendat Institute of Oil & Gas National Polytechnic
ensuring efficient distribution of petroleum products across the country. The Kisumu and Eldoret depots are
The Morendat Institute of Oil & Gas (MOIG) is KPC’s technical training and capacity building arm, established to
additionally equipped with rail siding facilities to support multi-modal evacuation. The new truck loading facility at
address critical skills gaps within the oil, gas and broader energy sector in Kenya and the region. The institute was
KPC’s Nairobi Terminal is near completion and it will further enhance loading capacity and turnaround efficiency.
developed in response to limited local technical capacity and the need to support workforce requirements arising
14.7.4 Oil Jetties from national and regional infrastructure initiatives, including the Northern Corridor Integration Projects (NCIP).

The Company operates a state-of-the-art marine loading facility in Kisumu that enables bulk fuel transfer via barges Recognised as a national Centre of Excellence and recently elevated to a National Polytechnic, MIOG delivers
across Lake Victoria. Commissioned in December 2022, the facility is enabling fuel exports to Uganda and the wider competency-based education and industry-aligned training programs across key disciplines such as pipeline
region via the lake. KPC also operates the Kenya Ports Authority’s ultra-modern offshore jetty, Kipevu Oil Terminal operations, welding and fabrication, instrumentation and control, analytical chemistry, safety management, and
2 (KOT 2), which has dedicated marine loading arms and pipelines for multiple product grades. In operation since petroleum operations. Training curricula are designed to meet international standards and respond directly to
August 2022, KOT 2 features four berths—three currently operational and one reserved for future development—with industry needs
discharge rates ranging between 4.0 and 4.5 million litres per hour.
The Institute is equipped with modern facilities, including welding workshops, analytical laboratories, pipeline
14.7.5 Fibre Optic Cable (FOC) simulation rigs, and a dedicated Fire & Safety Training Centre. These facilities enable practical, hands-on instruction
and support the development of highly skilled technical personnel.
KPC operates an extensive Fibre Optic Cable (FOC) network that supports pipeline operations. In 2018, KPC was
awarded a Tier 2 Network Infrastructure License by the Communications Authority of Kenya (CA), which allows the Beyond training, MIOG provides research, consultancy and advisory services, including technical assessments,
company to lease out the additional capacity to major telecommunications firms as dark fibre. The FOC network is safety audits, quality testing and operational support to both KPC and external clients. By strengthening sector-
as follows: wide technical capacity and offering specialised advisory services, MIOG supports KPC’s operational excellence
objectives while contributing to broader regional skills development and industry professionalism.
• Mombasa – Nairobi: 96 cores, 485 kilometres, commissioned in 2018
MIOG’s client base includes public and private sector institutions such as: KPC, Kenya Electricity Generating
• Nairobi – Sinendet: 192 cores, 233 kilometres, commissioned in 2019
Company (KenGen), Kenya Airports Authority (KAA), the State Departments of Energy and Petroleum, County
• Sinendet – Eldoret: 96 cores, 108 kilometres, commissioned in 2019 Governments, Eldoret Polytechnic, Nairobi Water, Energy Regulators of East Africa, and private individuals.

• Sinendet – Kisumu: 96 cores, 123 kilometres, commissioned in 2014 Further, MIOG entered into a partnership with BOMA International Hospitality College with effect from December
2025. This partnership is expected to boost the institutions student numbers and effectively generate income and
KPCs Dark fibre lease service has been a success and currently serves all major Telcos with Data and Internet enhance its visibility.
backbone connectivity.
14.8 KPC GEOGRAPHICAL NETWORK
To further grow the services, KPC has embarked on lighting the infrastructure in order to offer LIT fibre products in
addition to the dark fiber leases. KPC operates an extensive and strategically located petroleum logistics network that spans the breadth of Kenya
and connects the country to regional markets in Eastern and Central Africa. The Company’s infrastructure provides
The LIT fibre service will serve data carriers and internet service providers (ISPs) and thus growing the client base the backbone for the transportation, storage, and distribution of refined petroleum products to both domestic and
and revenues from the nascent business. transit markets, positioning Kenya as the primary supply hub for the region.

The ongoing projects to avail the LIT fibre services is projected to be commissioned in early 2026 KPC’s pipeline system originates at the coast in Mombasa, Kenya’s main petroleum import gateway, and runs
through key economic and population centres, including Nairobi, Nakuru, Eldoret, and Kisumu. The network
*Cores refer to the number of optical fibre strands in a single fibre-optic cable. More cores=More leasable capacity
comprises multiple parallel pipelines and associated pumping stations that ensure efficient inland movement of
14.7.6 Technology petroleum products. Complementing the network is an integrated chain of storage depots located in Mombasa,
Nairobi, Nakuru, Eldoret, and Kisumu, which serve as the principal delivery points for Oil Marketing Companies
To enhance operational efficiency, safety and reliability across its network, KPC has invested in a comprehensive
(OMCs).
suite of Operational Technology (OT) and Information Technology (IT) systems that support real-time monitoring,
automation and enterprise-wide integration. In Western Kenya, KPC’s infrastructure supports multi-modal evacuation through road, rail, and lake transport. The
Kisumu depot hosts a state-of-the-art marine loading facility that enables bulk fuel exports via barge to Uganda
Key systems include a Supervisory Control and Data Acquisition (SCADA) platform that enables continuous pipeline
and the broader Lake Victoria basin. In addition, the Eldoret and Kisumu depots are additionally equipped with rail
monitoring and remote operational control; an enterprise-wide SAP ERP system, that integrates core business
sidings, facilitating efficient product movement to neighbouring markets.
processes; advanced leak detection technologies; mass flow metering and automated tank gauging systems;
and truck loading automation solutions that improve loading accuracy, throughput and safety. These systems are At the coast, KPC operates the Kipevu Oil Terminal 2 (KOT 2) through a partnership with the Kenya Ports Authority,
complemented by integrated physical and cyber security solutions designed to safeguard critical infrastructure. providing ultra-modern offshore reception facilities with high-volume discharge capabilities. The recent acquisition
of KPRL further expands KPC’s footprint in Mombasa, adding strategic storage capacity and land for future
KPC has also deployed Variable Frequency Drives (VFDs) across pumping stations to improve energy efficiency,
development.
reduce operating costs and support national decarbonization objectives. In addition, several business processes
are digitally integrated with customer platforms and Kenya Revenue Authority (KRA) systems to enable seamless Through this geographically diverse and interconnected network, KPC provides a reliable, cost-efficient, and high-

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 capacity transportation corridor that supports national energy security while enabling seamless regional fuel flows outlined in the Refocused Strategic Plan that are yet to be implemented include:
to Uganda, Rwanda, Burundi, Eastern DRC, and South Sudan. The Company’s infrastructure remains central to
1. LPG Bulk Import Handling and Storage in Mombasa: Project implementation framework has been
Kenya’s positioning as the regional petroleum logistics hub.
revised to a private sector-led investment.
Map of the Pipeline Network
2. Business Assessment for Transportation of LNG: Bilateral discussions between Kenya and Tanzania
are ongoing.

3. Upscale the uptake of FOC to increase revenue through connectivity to sub marine cables & satellite
and bulk transport of data and content.

4. Optimizing utilization of KPRL assets

c. Market Share Growth

The main competition for KPC is tracking of petroleum products via road and rail. KPC’s market share currently
stands at 91%, and the company targets to increase this by enhanced marketing engagements with the OMCs
and transit markets, and operational efficiency at the loading depots, timely resolution of customer issues,
improvement in service delivery.

Going forward, the company plans to leverage capacity at the Mombasa facilities to better service new emerging
markets in Somalia, Zanzibar, Comoros and Central African Republic. In addition, explore the feasibility for
storage facilities at the borders for the regional markets, and as launch pads into new markets i.e. South Ethiopia,
Mozambique, Madagascar and Seychelles.

d. Pipeline Capacity Enhancements

In response to growing customer demand, the Company has undertaken significant investments to expand its
product handling capacity through strategic pipeline extensions and flow rate enhancements. Between 2015 and
2025, KPC commissioned two major pipeline projects: the Sindendet-Kisumu Pipeline (line 6) and the Mombasa-
Nairobi Pipeline (Line 5). In addition, the throughput capacity of the Nairobi-Eldoret Pipeline (Line 4) was enhanced
from 350m3 per hour to 510m3 per hour in July 2024.

14.10 COST STRUCTURE

Source: Kenya Pipeline Company The company cost structure is made of two major categories of costs: direct costs and administrative and other
operative expenses.
14.9 REVENUE DRIVERS The key direct costs comprise of pipeline maintenance staff costs, which account for 39.3% on average, followed
by pipeline maintenance costs accounting for 29.2%, electricity and fuel costs representing 28.3% and insurance
The following are the major revenue drivers for the core business of KPC and the forecast for the strategy period
expenses coming in at 3.3%.
2025 – 2030.
The key administration and other operating expenses for the financial year 2025 included administrative staff
a. Demand for Petroleum Products
costs accounting 47.7%, other office and general expenses taking up 12.9%, court awards representing 6.9%,
In FY2024/25, the regional markets total demand was estimated at 13 million m3 comprising of 5.8 million m3 penalties and interests at 6.4%, security costs being 4.9%, licenses and other fees at 4.4%, provision for bad &
domestic market and 7.5 million m3 for transit markets. All domestic products and 65% of KPC’s current transit doubtful debts took up 3.0%, and consultancy fees consumed 2.6%.
markets (Uganda, South Sudan, Rwanda, Eastern DRC and Burundi) imports were received through the Port of
Mombasa. Uganda is the major transit market on the Northern Corridor accounting for 65% of the transit markets
14.11 PEOPLE
demand as at FY2023/24, followed by Eastern DRC at 19%, South Sudan at 15% and Rwanda at 1%. The East African As at December 2025, KPC and KPRL had a total workforce of approximately 1,549 employees. Permanent staff
economies are projected to continue on a growth curve which will result in increased demand for petroleum products (including management and unionisable employees) numbered 1,351, representing 87.21% of the workforce,
and create an opportunity for KPC to grow throughput. Domestic demand is expected to grow from 5.8 million m3 while 30 employees were engaged on contract terms. The staff composition reflects a gender balance of 65%
in FY2024/25 to 6.8 million m3 by FY2029/30, while transit imports through the Port of Mombasa are expected to male and 35% female. The bulk of the employees are in mid-level grades, representing a combined total of 999
increase from 4.1 million m3 to 5.0 million m3. employees (70% of the workforce). Notably, senior grades and specialized positions such as technical support are
fewer in number, reflecting typical hierarchical structure.
b. Business Diversification
KPC has made significant progress in achieving key human resources strategic objectives which focused on,
The company has set revenue diversification targets to reduce reliance on petroleum business from 95% to 81% by
aligning the organisation structure to support strategy execution, enhancing performance through effective talent
2030. Progress towards diversification began with the establishment of Fibre Optic Cable and LPG business. Projects
management, fostering a culture of change and high employee engagement and strengthening leadership quality

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 and promoting integrity.
15. KPRL Strategic Value and KPC
Leverage Potential
14.12 SYSTEMS
KPC has invested in automation to improve business operations that impact operational efficiency through
communication, integration of systems, deployment of appropriate technology and enhanced business risk and
continuity management. 15.1 ACQUISITION OF KPRL
KPC runs an integrated SAP ERP platform that supports finance, plant maintenance and materials management and Following the Government of Kenya’s transfer of shares in October 2023, KPC acquired 100% ownership of Kenya
acts as the main corporate system of record. Operational and commercial processes are further supported by the Petroleum Refineries Limited (KPRL), making it a wholly owned subsidiary. This acquisition brought under KPC’s
FuelFACS fuel accounting system and a range of specialised applications for scheduling, stock management and control a range of strategic infrastructure, including pipeline assets, storage facilities, and truck loading operations,
customer interaction. Planned initiatives include deeper integration between SAP and FuelFACS and implementation strengthening the Company’s capacity and enhancing overall business performance. KPRL also holds significant
of a secure integration platform to connect core systems with operational technology and external partners. undeveloped land, which provides critical opportunities for expanding existing infrastructure and developing new
business initiatives aligned with KPC’s long-term growth strategy.
The company has invested cashflow in efficiency enhancing system additions modules on the core ERP platform,
to further automate processes as follows: 15.2 KPRL BUSINESS STRATEGY
i. Pipeline Leak Detection system (LDS) was installed and deployed and is capable of handling KPC’s
current and future requirements of pipeline leak detection. The current KPRL master plan ensures that the future developments and investments at KPRL are aligned to both
KPC’s and Government’s development agenda of ensuring reliability and security of supply of petroleum products
ii. A data centre to support system availability and allow for server virtualization thereby reducing comput- and offering high quality of life to all citizens in a secure environment.
ing costs.
KPRL has eighteen (18) parcels of land situated in Mombasa County and in Kilifi County with a total of 377 acres
iii. A customer portal to manage efficiency in loading which collapsed from 14 No. stages to 4 No. stages. (Changamwe and Port Reitz 363 acres, Nyali 11 acres and Vipingo 3 acres).
The portal further increased transparency, improved tax compliance and customer satisfaction.
The proposed land use is aligned to KPCs core business in oil and gas and the strategic location of the parcels of
land, at the main Mombasa port, well integrated infrastructure and a tourist destination. Out of the total available
iv. Implementation of Supply Relationship Management (SRM) System that enabled Suppliers Self Service,
Strategic purchasing, Contract Life Cycle Management and Self-Service Procurement for internal users. land space of about 252.97 acres (includes vacant land located in Changamwe and Port Reitz areas, land occupied
by the idle Refinery plant, Nyali, and Kuruitu plots), 70.44% (178.197 acres) has been reserved for oil and gas related
v. Integration for business processes efficiency was achieved in the following areas: FuelFACS where business initiatives. The current market size for Kenya and neighbouring served by KPC is about 9.8million m3 while
orders seamlessly flow from the SAP ERP to the FuelFACS system. the untapped reexport business to the Indian ocean is estimated at 45million m3.

The business initiatives include establishment of an oil and gas trading hub, creation of Petroleum Strategic
vi. Interfacing with OMCs and Banks. Further integration will be undertaken once the new Supervisory
Control and Data Acquisition (SCADA) system is installed. Reserves, construction of LPG and natural gas facilities, installation of a Bio refinery, electricity generation, and
construction of an International Conference Centre.
vii. Synergy with the Kenya Revenue Authority (KRA)
KPC intends to ensure that the assets of KPRL are optimally utilized to support its operations and strengthen the
Company’s regional presence. The successful implementation of the programmes and projects envisaged under
The company has invested in solutions and technologies to mitigate the risk of business distractions. These include the master plan will require the support of the Government and other key stakeholders in mobilizing the necessary
modern systems and hardware allowing full cycle management of data, firewalls and security solutions to secure the resources. This will require support from the Government and each stakeholder to raise the resources required to
operating and a disaster recovery centre located outside KPC premises. implement the programmes and projects envisaged in the master plan.

Strategic planning outlines a broader digital transformation agenda, including deploying an Electronic Document 15.3 KPRL MASTERPLAN HIGHLIGHTS AND VALUE
Management System (EDMS), an innovative gate system, and increased use of analytics, IoT, and robotics to
enhance asset management and operational efficiency. The timing and scope of these initiatives are expected to be The KPRL has large parcels of land that are well connected to road, rail, and pipeline networks that make it a natural
phased through annual programmes and resourcing decisions. focal point for the East African Oil and Gas supply chain. Preliminary market assessment points to the key business
opportunities summarized in the table below.

Business Initiative Goal

Creation of a Trading Hub • Utilization of existing storage capacity for trading activities in petroleum, such as
transhipment, bulk breaking, bunkering and re-export.
• Construction of new tanks to enhance flexibility and reliability in supply of products to the
existing market and support the trading hub business.

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 Creation of Strategic
Petroleum Reserves (SPR)
• To provide security of supply of products in case of severe supply disruptions. This initiative
is supported by Legal notice No.44 of 2008 on Minimum Operational Stock and Legal notice
16. Risk Factors and Mitigation Measures
No.43 of 2008 on Petroleum Strategic Stock.

LPG Bulk handling and • Enhance availability and accessibility of LPG at cost effective and competitive prices and RISK FACTORS RELATED TO THE COUNTRY AND INDUSTRY
Storage facilities promote use of LPG as a household clean fuel among the urban and the rural population.
1. Foreign Exchange Risk
This will entail construction of LPG facilities in Mombasa, Nairobi, Eldoret, Kisumu, Nakuru,
Kenya Pipeline Company (KPC), like other entities engaged in foreign-denominated transactions, is exposed to both
among other towns.
currency and financial market fluctuations. The company’s operations, particularly oil imports, involve payments in
Bio-Fuel Refinery • Promote use of clean energies through blending of petroleum products with biofuel, to US Dollars, while expenses are recorded in Kenyan Shillings at the prevailing exchange rates on transaction dates.
alleviate effects of climate change in the country. This creates the potential for foreign exchange gains or losses.

For domestic petroleum movements, tariffs and charges are denominated in Kenyan Shillings and incorporate pricing
Natural Gas Project • Enable delivery of Natural Gas (NG) to the potential markets in Kenya for industrial structures intended to absorb exchange rate variability arising from USD-linked cost components. In respect of regional
applications as energy and/or raw material, power generation, institutional and household and transit business, the Company invoices customers in United States Dollars, which provides a natural hedge against
applications as well as fuel for transportation. This will entail construction of bulk NG import foreign currency exposure. In addition, the Company may realise foreign exchange gains where regional currencies
depreciate against the US Dollar.
handling facilities in Mombasa.
2. Inflation Risk
Electricity generation • Commercialization of the Power Plant will bring a stream of revenue to KPRL.
Prolonged high inflation in Kenya would materially increase KPC’s operating and financing costs, making it
• Augment power production in the region and provide power stability. The Power Plant has
more difficult to sustain profit margins. Inflation also reduces household purchasing power, which can dampen
a quick black start capability, meaning, in the event of a regional black out, the plant will be consumption and, in turn, lower pipeline output and revenue.
the preferred option to restart the grid.
Elevated inflation erodes real returns and may weaken overall demand for the Company’s services while
• Solar farming to generate electricity for the national grid to augment the power plant. simultaneously increasing input costs, thereby compressing margins. Inflationary pressures could escalate due to
supply-chain disruptions, exchange-rate volatility, tax adjustments, or rising global commodity prices, any of which
could adversely affect KPC’s cost structure and the demand for petroleum products.
Natural Gas - The government has plans to introduce use of Natural Gas and Liquified Natural Gas in the country.
Tanzania has natural gas reserves amounting to 57.54 trillion standard cubic feet which Kenya seeks to import for Although very high inflation can directly affect the volume of product the oil marketing companies move through KPCs
use. A Memorandum of Understanding between Tanzania and Kenya relating to the co-operation on the development pipelines, oil products are generally inflation-proof being a primary input in virtually every sector of the economy. In fact,
of a Natural Gas Export Project from Tanzania to Kenya was signed on 4th May 2021. The Project will enable delivery oil consumption numbers have continued to buck the trend of inflation other than in exceptional periods as the Covid-19
of natural gas to the potential markets in both Tanzania and Kenya for industrial applications as energy and/or raw period or where new taxes have been introduced into the pump price.
material, power generation, institutional and household applications as well as fuel for transportation.
3. Competition Risk
Biofuels - The Ministry of Energy and Petroleum and Ente Nazionale Idrocarburi (ENI) signed a Memorandum of
KPC faces competitive risks in fuel distribution within Kenya and the broader East African region. Road tanker
Understanding through which the old refinery site complexes 1 and 2, are being considered for conversion to a
fleets, rail links, and pipeline infrastructure, are alternative methods which compete for fuel transport. Regional
biofuel refinery. Subjection to the Front-End Engineering Design study and viability of the venture, vegetable oils and
developments, particularly in neighbouring countries, could divert imports from Kenyan facilities.
used cooking oils will be used as feedstock to produce HVO – a high-quality Gasoil/Diesel blending component and
SAF (Sustainable Aviation Fuel). The required land on Complex 1 and 2 could be rented long-term to the Bio-refinery Should customers, including fuel importers and oil companies, opt to bypass Kenya’s pipeline network whether
investors. through overland trucking or alternative regional pipelines, KPC’s output volumes could decline. A sustained loss of
market share in regional fuel trade may materially reduce the Company’s revenue.
Detailed project scoping and appraisal has so far been carried out for the proposed Trading Hub and the LPG Bulk
Import Handling and Storage Facility, and financial assessment indicate that the projects are viable. KPC has over the The main leverage for KPC is that its pipelines are a much more secure, cheaper and efficient alternative to tracking fuel
years invested in KPRL facilities to enhance operational efficiency for handling of petroleum imports. The ongoing by road or rail. The company has put in place market share growth initiatives including enhanced marketing engagements
and future projects will be integrated to support the proposed business initiatives especially creation of trading oil with the OMCs and transit markets, and operational efficiency at the loading depots, timely resolution of customer
and gas hub and Petroleum Strategic Reserves. issues, improvement in service delivery.

KPRL’s strategic value to KPC lies in its role as a scalable energy and logistics platform that strengthens KPC’s 4. Regulatory Risk
long-term growth, resilience and regional influence. Through full ownership, KPC secured prime, well-connected
land and infrastructure at the coast of Kenya, enabling diversification beyond pipeline operations into storage, re- KPC’s revenue is significantly influenced by the tariffs set and periodically reviewed by the Energy and Petroleum
export, LPG, natural gas, biofuels, power generation and support of third-party petroleum market trading operations. Regulatory Authority (EPRA), typically on a three-year cycle. In September 2022, EPRA approved the current tariff of
These assets enhance national energy security, support growing regional demand, and create potential additional KSHS 5.44 per cubic meter per kilometre. EPRA has since confirmed that it has received a new application from KPC
future revenue streams. requesting a 2.4% tariff increase for the upcoming three-year period from July 2025 to June 2028.

Delays or restrictions in securing tariff adjustments, whether due to public opposition or political pressure, could

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 limit KPC’s ability to recover rising costs or fund infrastructure investments. Additionally, changes in energy sector significant environmental risks. The national pipeline network spans long distances, and any operational failure
policies, including modifications to pipeline-access rules or adjustments in fuel tax and subsidy regimes, may affect such as leaks, spills, or ruptures can result in extensive environmental damage and substantial cleanup and liability
the company’s cost structure and market position. Historical resistance from stakeholders such as oil marketing costs.
companies and consumer groups to significant tariff increases underscores the risk that tariffs may not fully reflect
Any adverse incident could lead to costly remediation exercises, environmental fines, regulatory sanctions or
inflationary pressures or currency depreciation, potentially compressing margins and reducing earnings.
temporary suspension of operations. Such outcomes could materially affect the Company’s financial position and
The company has historically managed this risk exposure by dynamically modeling the tariff regime and engaging with reputation.
the regulator way in advance to ensure smooth transitioning from tariff to tariff. This way KPC has stayed ahead of tariff
KPC has initiated plans to construct oil-spill containment dams at four pump stations as part of its mitigation framework.
pressure and managed to defend its operating margins.
In addition, the company has set in place plans to deploy IoT (Internet of Things) by installing sensors in its pipeline
5. Volatility in prices network for early detection of pipeline leakages and wear and tear and fix them, to avert accidents before they happen.

Global oil price fluctuations have a direct impact on fuel demand. In the first half of 2025, fuel consumption in Kenya 2. Availability of Finance for Expansion
reached 1.93 million tonnes, marking a 9.4 percent increase from 1.76 million tonnes in the same period of 2024,
The company needs significant additional capital to finance its business plan and in particular the capacity expansion
which had been the lowest level in five years. Lower fuel prices were a key driver of this increased consumption.
projects. The ability to finance the capital expenditure plans is subject to a number of risks, contingencies and other
KPC’s profitability relies heavily on the continuous movement of large fuel volumes. Any decline in consumer factors, some of which are beyond the control of the company including tariff regulations interest rates, insurance
demand, which would constrain purchases by fuel retailers, could directly affect KPC’s output and revenue. and other costs and the ability to obtain financing on acceptable terms.
Consequently, shifts in market demand or pricing conditions have the potential to materially impact the company’s
Listing at the Nairobi Securities Exchange open up the company to the public capital markets as a source of new growth
financial performance.
capital in future. Doubly too, the listing will increase the profile of the company to be able to deploy its share price as
The company effected a strategy to diversify sources of revenues from dependence on oil into other products and currency for new financing options including acquiring other companies or financing new projects by way of shares
services. Progress towards diversification began with the establishment of Fibre Optic Cable and LPG business. With the exchange.
acquisition of KPRL, KPC has set out a wider suite of new services in the market including Liquified Natural Gas (LNG),
3. Security
bio-fuels refinery, power generation and infrastructure platform for a regional trading hub.
KPC infrastructure traverses across the country and some of the locations are remote areas hugely exposing it to
6. Macroeconomic and Fiscal Volatility
theft and vandalism. Such incidents not only result in substantial financial liability but also bring up costly remedial
Kenya’s macroeconomic environment can materially affect KPC’s performance. Slower economic growth or austerity work and decreases public trust. In addition, fuel leakage can halt operations and trigger regulatory action. KPC must
policies could reduce domestic fuel demand and private-sector activity, negatively impacting pipeline output. maintain rigorous safety and maintenance protocols; any lapse could cause environmental damage or shutdowns,
adversely affecting output and reputation.
High inflation, may erode consumer purchasing power and increase operating costs. In such conditions, KPC could
experience weaker demand for its services and face tighter credit availability. Overall, adverse macroeconomic KPC will continue to deploy IoT technologies both for the surveillance of its network and to detect leaks and fix them
developments could constrain revenue growth and increase the cost or scarcity of financing. before they cause accidents and damages. There is also the option of using balloons or drones fitted with cameras and
communication electronics as a security measure against vandalism and theft of product in the pipeline within remote,
The main mitigation for this risk is the nature of oil as a base input for economic activity. As such it has a very low price
inaccessible areas.
elasticity of demand which renders it inflation-proof. In fact, oil demand has been recorded to grow in inflationary periods
other than during high inflationary spikes. 4. Growth Risks

7. Political Risk For the company to expand its network and grow its revenues, it has to rely on multiple agreements and arrangements
with a diverse list of counterparties i.e. government agencies, regulators, regional partners, off-takers, contractors,
KPC remains sensitive to shifts in the legal and policy environment. Any change in domestic or cross-border
financiers etc. A single delay, holdback or withdrawal could substantially disrupt company expansion and growth
regulations can influence operating conditions, compliance obligations, and overall cost structures. Adjustments
plans.
in tax policy whether through revised rates, new levies, or the removal of existing incentives may affect pricing
decisions, profit margins, and both operating and capital spending. Such developments can also shape KPC’s Further, the expansions plans are subject to a number of contingencies, including laws and regulations, governmental
investment priorities and the pace at which planned projects are rolled out. action, delays in obtaining permits or approvals, global prices of crude oil and other fuels accidents, natural
calamities and other factors beyond the company’s control. The extension projects are implemented in various
KPC is the sole pipeline business in the region and has wide cost advantage over all other alternatives. This insulates it
stages lasting several years. Contracts for construction and other activities relating to the projects are awarded at
from domestic and regional policy or political instability. It enjoys near monopoly status which makes it the oil logistics
different times during the course of the projects.
solution of choice in all circumstances. This has mostly allowed the company to inbuild such implied risks into its tariff
models negotiated with EPRA. The company (uses)/will use legal devices to bind counterparties to project obligations as a means of reducing or
managing the risks of long-term project delivery. These devices range from walk-away penalties to interest charges on
unscheduled delays, to forfeitures of payments for work already done.
RISK FACTORS RELATED TO THE COMPANY
5. Tariff Policy
1. Operational Hazards
KPC revenues rely solely on tariffs that are administratively set, through policy decisions which place a significant
KPC’s core operations; storage, transportation, and distribution of petroleum products expose the Company to focus on social pricing. This denies the company the flexibility to respond to market forces and the leverage to

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 defend its operating margins on time. It can result in the company’s inability to maximize its earnings and to In addition, KPC has been named as a party to certain proceedings arising in connection with the IPO process. A
optimize its net income. schedule of the material litigation affecting the Company is set out in Section 23 of this Information Memorandum
and includes litigation arising in the ordinary course of business as well as litigation relating to the IPO.
The Company will proactively continue to engage EPRA on tariff reviews. The company will manage tariff risk by
dynamically modelling the tariff regime and collecting a premium on pricing in the front end of a tariff period which when As at the date of this Information Memorandum, there are no adverse court orders in force that restrain, prohibit, or
smoothed out will provide buffers and compensating adjustments for inflationary erosions and unfriendly market forces. otherwise affect the implementation of the IPO. However, legal challenges may arise at any stage of the IPO process,
which could result in delays, additional costs, or uncertainty as to timing or completion. Investors should therefore
6. Operational Efficiency
be aware that any existing or future litigation may disrupt, postpone, or legally challenge KPC’s listing following the
The company operates more efficiently when it can achieve nearly the full throughput potential of its pipelines. completion of the Offer.
This is not always the case, there are constraints the company has to grapple with. Mostly, these have to do with
KPC has retained professional legal advisers to advise on threatened and ongoing legal proceedings. Such advisers
the need for additional pumping stations within certain sections of the pipelines, but also often the requirement to
liaise with KPC’s legal department, which in turn reports to and advises the Board on litigation risks, developments, and
modernize or upgrade some old pumping stations which are no longer producing the necessary power and range.
mitigation measures.
KPC mitigates this risk by modelling long-term capacity demand and ensuring that the necessary pipeline investments
2. Market and Pricing Risk
to meet that demand are planned for ahead of time. The main Nairobi – Mombasa line has sufficient installed capacity
to respond to sudden short-term increases in demand. The two Nairobi-Eldoret lines and Sinendet-Kisumu lines have As a new listing, KPC’s shares will have no trading history, and the success of the offer will depend entirely on market
inbuilt redundancies that assure the company sufficient reserve capacity to respond to demand spikes in the Western conditions at the time of offering. The performance of the offer is inherently uncertain, and demand may vary widely.
Kenya and transit markets.
If the offer is oversubscribed, investor allocations may be scaled back on a pro rata basis, resulting in applicants
7. Oil discoveries in the Regional Markets receiving fewer shares than requested. If the offer is undersubscribed, investors are likely to receive the full number
of shares they applied for, but the Offer may raise less capital than anticipated. The Issuer may consider proceeding
There have been a few major oil discoveries in the region in the recent past. South Sudan is said to be sitting on
with reduced proceeds.
18 billion barrels of oil reserves, and Uganda on 6 billion. Uganda is still keen on refining its own oil to satisfy its
domestic market. The East Africa Crude Oil Pipeline (“EACOP”) project running from Kabaale, Hoima District in The issuer and its appointed advisor have undertaken a rigorous and comprehensive process of valuing the company on
Uganda to the Port of Tanga in Tanzania is at advance stage on schedule for completion in 2026. A refinery is the basis of market-sensitive approaches. The PA is confident that the issue price is market derived and it will be able to
expected to be completed in 2029/30. If this materializes, it will pose a significant risk to KPC in terms of its regional gain traction and a forward trajectory post-listing.
expansion strategy.
3. Regulatory Compliance Risk
KPC is a refined oil transport pipeline. Landed refined oil products shall remain imported products in the region into the
Once listed, KPC must comply with all listing and disclosure requirements set by the Capital Markets Authority
foreseeable future. Even when refining capacity becomes a reality, world oil markets are fully integrated, meaning there is
(CMA) and the Nairobi Securities Exchange (NSE). Full regulatory compliance including accurate financial reporting,
no regional markets for oil, all oil competes in the world oil markets on the basis of its production and scale economics.
adequate internal controls, and robust governance systems is necessary for the Company to continue to comply
It will take a long time for the Eastern African regional market consumption levels to justify crude refining scale and
with the ongoing listing obligations.
margins at the best world oil markets level. Landed refined oil will remain more competitive into the long term.
The company will have to undergo considerable internal reorganization to fully align itself to the structure and
8. Paradigm Shifts
identity of a publicly listed company. Regulatory oversight is a new phenomenon that the board and management
The whole KPC business model is based on the decades-long concept that transportation, industry and home will have to familiarise with and compliance risk and possible remedial actions shall be an ongoing and dynamic
heating shall continue to be powered by hydrocarbon fuel. Technological advancements and revolutions in the balancing act.
alternative energy or green energy space have now arrived at a point of full commercialization and democratization
The Board and Management have undertaken to undergo appropriate training and to expeditiously familiarize themselves
globally. The ones that could potentially impact KPCs business model directly is Electric Vehicle (EVs) and solar
with the enhanced obligations and responsibilities associated with operating as a listed entity. This process is expected to
power. Electric vehicles are set to challenge and take out world’s transportation dependence on petroleum products.
be completed within six months post listing. The Board and Management have affirmed their readiness and commitment
At the same time Solar Microgrids have attained industrial-grade power output to rival industrial dependence on
to implement, adhere to and fully comply with the corporate governance frameworks, policies, and practices applicable
grid power and industrial oils.
to a public company upon listing.
KPCs strategy of diversifying its revenue sources from dependence on oil products will mitigate this risk. Further
investment in its fibre optic network and forward linkages into retail internet data services will be fundamental. Growth
of its LPG and LNG lines of business by leveraging the KPRL assets presents tremendous upside potential. Plans to
activate the electricity generation plant in KPRL and expand its generating capacity is another avenue for new revenue
generation. Lastly, proposals to make inroads into alternative energies i.e. biofuels and solar farms will further consolidate
the company’s diversification strategy.

RISK FACTORS RELATED TO THE OFFER AND POST-OFFER

1. Litigation Risk

Due to the nature and scope of its operations, KPC is subject to litigation arising in the ordinary course of business.

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 17. Selected Financial Data assets contributed incremental handling, storage, and rental income. The Group’s revenue mix has progressively
shifted from purely pipeline transportation fees to a broader suite of midstream services, enhancing resilience and
diversifying income streams.

Gross profit grew consistently across the five-year period, increasing from KShs 14.4 billion in FY2021 to KShs
The following financial information has been extracted, without material adjustment, from the Company’s 23.9 billion in FY2025. This reflects the combined effect of throughput growth, cost containment in core operations,
consolidated, audited and restated financial statements for the five financial years ended 30 June 2021, 2022, 2023, and improvements in system reliability. The acquisition of KPRL not only added scale to the asset base but also
2024 and 2025. This summary financial data should be read together with the sections titled ‘Operating, Technical introduced additional operating costs, particularly in the early stages. This is reflected in the sharp increase in
and Financial Review’ and the ‘Reporting Accountants’ Report’ contained in this Information Memorandum. administrative expenses in 2025, driven by staffing harmonisation costs, expansion of operational activities, among
other expenses.
Consolidated statement of profit or loss
Despite these transitional cost pressures, operating profit has shown a steady upward trend. Operating profit rose
from KShs 3.5 billion in FY2021 to KShs 11.9 billion in FY2025, supported by higher gross margins and improved
Years Ended 30th June utilisation of key midstream assets, including the Changamwe tank farm, jetties, and pipeline-linked facilities now
2025* 2024* 2023** 2022** 2021** under consolidated control.
KShs ‘000 KShs ‘000 KShs ‘000 KShs ‘000 KShs ‘000
Profits before tax rose from KShs 2.6 billion in FY2021 to KShs 12 billion in FY2025, reflecting not only stronger
Revenue 38,593,631 35,369,330 30,857,218 26,213,394 27,987,267 operational results but also the absence of the large impairment charges that affected earlier years, particularly
Cost of services (14,731,708) (14,517,860) (13,217,831) (13,545,219) (13,562,976) FY2023.
Gross profit 23,861,923 20,851,470 17,639,387 12,668,175 14,424,291
Consolidated statement of financial position
Administrative Expenses (14,097,885) (8,489,738) (9,879,942) (5,962,030) (10,139,509)
Impairment losses on financial Years Ended 30th June
(212,086) (756,591) (713,742) (1,067,139) (588,730)
assets
2025* 2024* 2023** 2022** 2021**
Impairment losses on non-financial
- (75,705) (3,618,375) - -
assets KShs ‘000 KShs ‘000 KShs ‘000 KShs ‘000 KShs ‘000
Fair Value losses on unquoted
(326) (467) (2,107) (2,313) (28,625) Shareholder’s Funds 98,394,772 91,988,433 80,975,729 79,983,976 87,786,121
investments
Other Income 2,471,806 832,124 977,870 635,348 470,668 Total Assets 139,007,776 133,059,633 119,006,239 118,046,364 129,769,172
Other Gains/(Losses) - Net (92,406) (2,231,387) 1,111,420 372,927 (653,927)
Total Liabilities 40,613,004 41,071,200 38,030,510 38,062,388 41,983,051
Operating Profit 11,931,026 10,129,706 5,514,511 6,644,968 3,484,168
Finance Income 478,284 888,457 883,056 823,216 349,127 Net Assets 98,394,772 91,988,433 80,975,729 79,983,976 87,786,121
Finance Costs (390,938) (479,197) (970,109) (836,786) (1,233,865)
Source: Reporting Accountant’s Report
Finance Income/(Costs) – Net 87,346 409,260 (87,053) (13,570) (844,738)
*These years represent the Consolidated financial position of the group following acquisition of KPRL in October 2023 (FY 2024)
Profit Before Tax 12,018,372 10,538,966 5,427,458 6,631,398 2,599,430 **These years represent the Company’s financial position

Income Tax Expense (4,527,164) (3,133,271) (2,130,257) (2,394,220) (4,337,483) Over the five-year period to FY2025, KPC maintained a strong and expanding asset base underpinned by its capital-
Profit/(loss) for the year 7,491,208 7,405,695 3,297,201 4,237,178 (1,738,053) intensive midstream operations and, more recently, the acquisition of KPRL. Total assets increased to KShs 139.0
Basic and Diluted Earnings per share billion in FY2025 from KShs 133.0 billion in FY2024, reflecting the integration of KPRL’s storage and land assets and
412 408 181 233 (96) continued investment in pipeline and terminal infrastructure. Property, plant, and equipment remained the dominant
(Kshs.)
asset class, rising from KShs 89.7 billion in FY 2024 to KShs 91.3 billion in FY 2025, while leasehold land increased
Source: Reporting Accountant’s Report
significantly as the Group incorporated KPRL’s extensive Mombasa-based landholding into its balance sheet.
*These years represent the Consolidated financial performance of the group following acquisition of KPRL in October 2023 (FY 2024)
**These years represent the Company’s financial performance
Current assets also strengthened in FY2025, driven by a material increase in cash and bank balances including the
Over the five-year period to 30 June 2025, the Group delivered a progressively strengthening financial performance cash held by KPRL that related to yield shift payment of Kes 3.5 billion. Other factors included improved operating
characterised by growing revenues and improving operating profits, and a substantial uplift in total comprehensive profits and enhanced working capital discipline, while the reduction in trade receivables over the five-year period
income following the acquisition of Kenya Petroleum Refineries Limited (KPRL). The period reflects both the structural highlights improved collections from Oil Marketing Companies.
stability of KPC’s regulated pipeline business and the enhanced operational breadth brought into the Group through Total liabilities remained broadly stable, closing at KShs 40.6 billion in FY2025. Deferred tax liabilities continued
KPRL’s storage, handling, and marine import infrastructure. to form the bulk of non-current obligations, reflecting the Group’s enlarged revalued asset base. Current liabilities
Revenues expanded from KShs 28.0 billion in FY2021 to KShs 38.6 billion in FY2025, driven by rising petroleum remained manageable despite the recognition of new provisions in FY2025 linked to decommissioning plans related
throughput, improved regional demand, and increased utilisation of midstream infrastructure. This growth to Line 1 and other environmental and social impact costs. Borrowings continued to decline, consistent with the
trajectory accelerated post-2023 as fuel consumption normalised following earlier market disruptions and as KPRL deleveraging observed over the five-year period.

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 The Group’s equity position increased to KShs 98.4 billion in FY2025 from KShs 92.0 billion in FY2024, driven by
growth in retained earnings and a substantial uplift in the revaluation reserve. The stability of share capital and 18. Operating, Technical and Financial
share premium reflects an unchanged capital structure.
Review
Consolidated statements of cash flows
The Operating and Financial Review below is to be read together with this Information Memorandum as a whole,
Years Ended 30th June including, in particular, the risk factors discussed in “Risk Factors”, the information contained in “Selected Financial
Data”, the audited financial statements of KPC for the fiscal years ending 30 June 2021 – 2025 and the first quarter
2025* 2024* 2023** 2022** 2021** management accounts ended 30 September 2025.

KShs ‘000 KShs ‘000 KShs ‘000 KShs ‘000 KShs ‘000 18.1 OPERATIONAL AND HUMAN RESOURCES REVIEW
Net cashflows from Operationally, the corporation has aligned its operating model and strategic initiatives with corporate objectives,
14,262,260 11,300,199 11,813,944 12,855,004 8,956,204
operating activities supported by clear governance structures, functional KPIs, and effective risk management frameworks. Pipeline
Net cash flows from operations and control systems are well supported by SCADA, structured SOPs, incident management processes,
(508,953) (4,320,260) (2,694,416) (691,369) (422,141)
investing activities and real-time monitoring capabilities. Maintenance management is anchored on preventive, corrective, and
Net cash flows from condition-based methodologies, supported by Computerized Maintenance Management System (CMMS - SAP)
(8,536,529) (12,133,283) (7,825,640) (11,381,068) (7,390,053) and technical audits that reinforce operational integrity.
financing activities
Net Increase/ Human capital systems demonstrate strong alignment with corporate objectives, leveraged by a highly experienced
(Decrease) in Cash 5,216,778 (5,153,344) 1,293,888 782,567 1,144,010 workforce, formal organizational structures, and competency development mechanisms. The HR framework overall
and Cash Equivalents supports continuity, capability development, and performance accountability.
Effects of exchange
rate differences Asset performance and lifecycle management practices are well-documented and strategic, demonstrating sound
(114) (7,576) 37,515 69,548 12,800 stewardship of critical infrastructure, strong throughput performance, and integrated oversight across engineering,
on cash and cash
equivalents operations, and maintenance teams.
Cash and Cash Security operations, business continuity and disaster recovery structures are comprehensive, incorporating
Equivalents at end of 11,787,515 6,570,851 11,731,771 10,400,368 9,548,253 Business Continuity Plans (BCPs), Disaster Recovery Plans (DRPs), redundancy mechanisms, regular testing, and
year enterprise-wide risk alignment. Regulatory compliance is strong, with adherence to EPRA, NEMA, Department of
Source: Reporting Accountant’s Report Occupational Safety Hazards (DOSH), and ISO standards, supported by audit trails, rectification processes, and
*These years represent the Consolidated cashflow position of the group following acquisition of KPRL in October 2023 (FY 2024) documented governance mechanisms.
**These years represent the Company’s cashflow position

18.2 TECHNICAL OPERATIONAL REVIEW

The group’s cash flow performance for the year ended 30 June 2025 reflects a strengthened operating cashflow
generation profile following the integration of KPRL into the Kenya Pipeline Company Group. Net cash generated from A technical due diligence carried out examined the ability of KPC infrastructure and systems to sustain the current
operating activities increased to KShs 14.3 billion in FY2025, up from KShs 11.3 billion in FY2024, driven by higher business as well as expanding the business to meet future demand, found that KPC has a reliable system with
cash inflows from core pipeline and terminal operations. This strong operating performance also reflects enhanced product total throughput that has grown from approximately 5.7 million m³ in FY2014/15 to roughly 9.9 million m³ in
utilisation of KPRL’s storage and marine handling assets, stabilised throughput volumes, and continued efficiency FY2024/25. Based on the history of maintenance of the plant, machinery and equipment, there is sufficient capacity
gains across the Group. Interest paid increased in line with inherited KPRL obligations, but remained manageable to reliably meet projected growth.
within overall cash flows.
The Technical and Operational Due Diligence indicates that KPC is a fundamentally sound infrastructure platform that
The moderate levels of capital expenditure in recent years reflect the completion of major pipeline and storage performs a critical national logistics function, with no evidence of systemic integrity failures or concealed technical
infrastructure projects prior to the review period. In FY2025, consolidated investing activities benefitted from liabilities that would undermine operational continuity. The asset base reflects a typical mature infrastructure profile,
proceeds of financial investments, partly offsetting the Group’s capex requirements and resulting in a relatively comprising both legacy and modernised elements supported by established operating practices, active monitoring,
modest net outflow. The acquisition and operational integration of KPRL also influenced the investment profile, and ongoing renewal programmes. The platform exhibits the characteristics expected of a long-term, essential-
adding long-term infrastructure assets while limiting immediate incremental capex needs. services asset: operational resilience, transparent risks, and manageable reinvestment requirements.

Financing activities over the five-year period highlight KPC’s deliberate de-risking of its capital structure. The Group KPRL, a subsidiary of KPC, is an integral component of the combined platform, having already delivered a significant
continued to make substantial repayments on borrowings, supporting a multi-year deleveraging trajectory that has expansion in coastal storage and handling capacity and materially strengthened the overall logistics system. Taken
materially reduced finance costs. Dividend payments also remained substantial over the period, reflecting sustained together, the KPC–KPRL platform provides a substantially stronger oil storage and logistics system.
profitability and strong cash-generation capacity. The Group continues to rely on its operating cash flow to finance
its business.
18.3 BUSINESS PERFORMANCE AND OPERATING OUTLOOK
Overall, KPC remains a strategic national infrastructure asset with a dominant position in the petroleum transportation
Overall, the Group delivered a strong liquidity outcome, with cash and cash equivalents rising to KShs 11.8 billion at
and storage market in Kenya and the wider region. The Company benefits from an extensive pipeline network,
year-end from KShs 6.6 billion in FY2024. This improvement highlights the financial benefits of consolidating KPRL
significant storage capacity, and a largely monopoly-like position in pipeline transportation. Historical financial
operations with KPC’s stable cash-generating pipeline business, resulting in a more resilient and flexible cash flow
profile capable of supporting future investment, system reliability, and national fuel security objectives.

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 performance demonstrates steady long-term revenue growth, supported by increasing throughput volumes and
Throughput Volumes
growing contribution from regional export markets. Profitability metrics, including EBITDA and operating margins,
60%
remain relatively strong and reflect the capital-intensive but stable nature of the business. 55% 55%
51% 52% 52%
49% 48% 48%
50%
18.3.1 Financial Review 45% 45%

Kenya Pipeline Company has continued to witness strong revenue performance, supported by Improving throughput 40%

growth. In the period under review, throughput grew by 8.45% year-on-year, driven by strong export demand from
30%
regional countries signaling KPC push to diversify revenue from the local economy. Revenues increased by CAGR of
8.36% from Kshs.27.99 billion in 2020/2021 to Kshs.38.59 billion in 2024/25. 20%

Currently, the Group’s key revenue stream is transport and storage which contributes to about 95% of the total 10%
revenue with other revenue streams being Fiber Optic (FOC), Liquefied Petroleum Gas (LPG), Morendat Conference
0%
Center (MTCC), Morendat Institute of Gas (MIOG) and office rentals contributing the remaining 5%.
2021 2022 2023 2024 2025

Export Local
Revenue Trend
Source: KPC Strategic Plan
CAGR
8.36% The Group’s total cost of providing services in comparison to total revenue have declined from 48% in 2021 to 38%
38,593.63 in 2025. This has been driven by a decline in key cost items such as pipeline maintenance costs, staff costs and
35,369.33
electricity, accounting for 54.24% of total direct costs.
30,857.22
27,987.27 The group has also managed to maintain its operating efficiency, with its total administrative costs to revenue
26,213.39
averaging 32% over the past five years. The ratio deteriorated in 2025 to 37% as a result of provision for court
awards related to disputed line 5 project costs and provisions.

Gross Profit and Margins

30,000.00 70.00%
61.83%
57.16% 58.95%
25,000.00 23,861.92 60.00%
51.54%
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 48.33% 20,851.47
50.00%
20,000.00 17,639.39
40.00%
Source: Reporting Accountant’s Report 14,424.29
15,000.00 12,668.18
30.00%
During the past five years, the Company’s throughput grew by a Compound Average Growth Rate (CAGR) of 5.07%,
10,000.00
from 8.11 million M3 in 2020/201 to 9.88 million M3 in 2024/25, despite the disruptions caused by COVID-19 in 20.00%
2019, and the emergence of alternative transport routes from Tanzania. This improvement was attributed to system
5,000.00 10.00%
capacity enhancement and operational efficiency that enabled the Company to meet the rising demand for petroleum
products. Export throughput account for 52% of total throughput, with Uganda accounting for 66% of the transit - -
market. FY 2021 FY 2022 FY 2023 FY 2024 FY 2025

Gross Profit Gross Profit Margin (%)

Source: Faida Investment Bank Analysis

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74
 ratio declined in 2024 as a result of the consolidation of KPRL’s assets, with its debt being classified as a current
Indirect cost to revenue ratio
liability, lowering the group’s working capital position.
40% 37%
36%
35%
35% Working Capital Trend
31%
30% 14,000.00 12,879.87 13,005.93
12,000.00
25% 23% 9,380.37
10,000.00
20% 7,368.15
8,000.00
15% 6,000.00
3,683.02
4,000.00
10%
2,000.00
5% -
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
0%
2021 2022 2023 2024 2025 Source: Faida Investment Bank’s analysis derived from the Reporting Accountant’s Report

Source: Faida Investment Bank Analysis

18.3.3 Cash Flow Statement Analysis.
The Group’s gross profit margin has increased from 51.54% in 2021 to 61.83% in 2025, driven by a strong growth in
The group continues to generate stable operating cash flows supported by predictable throughput volumes,
revenues, and improved operational efficiency. This continues to highlight the company low-cost structure and high
regulated tariff structures, and the dominant position of the company in the region’s petroleum supply chain. The
asset utilization rate to derive revenue from a fixed asset base.
company’s cash flows profile reflects a balance between dependable core operations and the capital-intensive
This performance was also reflected in its EBITDA margins, growing at a CAGR of 18.57% over the past five years, realities of maintaining a pipeline infrastructure.
from Ksh.9.40 Bn in 2021 to Ksh.18.59 Bn in 2025. EBITDA margins also increased from 34% to 48% under the
The company’s ability to service debt from internally generated funds has also managed to improve over the review
period under review.
period. Operating cash flow to debt has increased from 0.51x in 2021 to 4.31x in 2025 as the company continued
to pay down its debts. This debt optimization is supported by stable policy frameworks, and will strengthen credit
quality and support long-term borrowing capacity.

Debt servicing capacity (Operating Cash flow/Debt)

5.00
4.50
4.31
4.00
3.50
3.00
2.50
1.75
2.00 1.93
1.50
1.00 0.51
Source: Faida Investment Bank Analysis 0.85
0.50
-
18.3.2 Balance Sheet Analysis FY 2021 FY 2022 FY 2023 FY 2024 FY 2025

Source: Faida Investment Bank Analysis

The Group’s assets as at close of FY 2025 stood at Kshs.139B, representing a 7% growth from 2021 as a result
of the acquisition of KPRL in 2023. KPRL is considered a key strategic asset to drive the expansion and growth
opportunities of Kenya Pipeline Company. The Group’s non-current assets accounted for 83% of total assets, with
property, plant and equipment accounting for 79% of total non-current assets.

As of close of FY 2025, the total liabilities, which is made up of both current and non-current, have been on a decline
level, driven by the repayment of the syndicated loan. The Company had a 10-year loan obligation of USD 350
Million secured for the construction of line 5 in 2015, which has since been fully paid as of June 2025. The Company
has established a debt policy geared towards minimizing credit risk.

The Group’s ability to meet its short-term obligations has also improved during the past five years. However, the

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 The Group’s operating cash flows continue to cover more than 100% of its annual capital expenditure - as measured The forecast capital expenditure of Kshs 110 billion over the period relates to capacity expansion initiatives aimed
by Operating Cash Flow/Capital expenditure - suggesting ongoing reliance on internal financing for infrastructure at supporting future growth some of which include, new eastern pipeline from Mombasa to Nairobi, Eldoret Malaba
expansion, without constraining dividend flexibility, demonstrating a solid cash generating base, marking a full Kampala pipeline, Nairobi LPG storage facility, crude oil storage in Mombasa, replacement of near obsolete ERP
transition to self-sustained reinvestment. system and commercialization of lite Fibre optic cable. The investments are expected to be funded through a
combination of internally generated cash flows and innovative financing structures including access to debt capital
18.3.4 Prospective Financial Commentary
markets, SPV project financing, joint ventures and partnerships among others.
The Group’s 5-year forecast is aligned to the 2030 strategic plan. During the period, the revenue is forecasted to
18.3.5 Q1 Interim Unaudited Financial Results
grow at a CAGR of 10.4%, from Kshs 41.3 billion to Kshs 68.0 billion in 2030, compared to the historical CAGR of
8.36%, primarily driven by increased volumes, improved utilization and targeted diversification. Tariff assumptions The Group delivered a solid performance during the first quarter (Q1) of FY 2025/2026, ended 30th September 2025,
for the core business are based on the three-year pricing cycle as per Energy Petroleum Regulatory reflecting continued operational stability and positive outlook. Revenue in the first quarter of the year amounted to
Kshs 10.4 billion compared to Q1 of FY 2024/2025, which was Kshs 9.5 billion representing 9.6% growth, largely
Forecasted Revenues driven by growth in fuel throughput volumes. The operating profit was reported at Kshs 5.3 billion with margins
of 50.96% in line with management expectations. The costs containment initiatives and reduction in depreciation
80,000.00
CAGR expenses resulted in a reduction of 5.6% in administrative expenses, declining from Kshs1.7 billion in 2024 to
67,956.17
70,000.00 10.4% Kshs1.6 billion in 2025.
60,000.00 57,097.89
52,342.30 The Group’s financial position remains sound with total assets closing at Kshs 139.7 billion in the first quater.
50,000.00 44,835.87 Management continues to focus on maintaining a strong balance sheet to support the business. Liquidity levels
41,341.08
40,000.00 were adequately supported by positive a positive cash position of Kshs 16.3 billion. Prudent management working
capital management remains a priority for the business.
30,000.00

20,000.00 The outlook for the Group in the year is positive given the Q1 performance and it is expected that the growth
trajectory will be maintained.
10,000.00

0.00
FY 2026 F FY 2027 F FY 2028 F FY 2029 F FY 2030 F
Source: Prospective Financial Information

The key focus in the prospective period to 2030 will be on efficiency of product delivery in the country, expected
growth in the regional markets, the group’s planned business diversifications driven by the continued petroleum
demand and pipeline capacity expansion and modernization.

Cost of service delivery will remain broadly aligned with revenue growth and operational efficiencies contributing
to stable gross profit margin. The gross profit margin is estimated to remain at an average of 61% over the period
compared to 57% over the past five years. Operating expenses are projected to increase in line with business
growth with cost control measures expected to support improved operating margins over the forecast period with
summary as shown in the graph below.

Source: Prospective Financial Information

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 19. Regulatory Environment Energy (Integrated National Energy Plan) Regulations, 2025

Mandates long-term national energy planning and reporting obligations for designated national energy service
providers, including KPC.

The Government of Kenya continues to implement wide-ranging reforms in the energy and petroleum sector aimed KPC is designated a national energy service provider and is required to:
at improving efficiency, enhancing system reliability, strengthening governance, and mobilizing private capital for
• Prepare and submit a comprehensive energy plan to the Cabinet Secretary every three years;
infrastructure development.
• Submit an annual implementation report within one month of the close of each financial year;
These reforms are anchored in national policy instruments that define the strategic operating environment for
Kenya Pipeline Company Limited and shape its long-term role within the national energy value chain. • Engage in structured consultations with the Cabinet Secretary, Council of Governors and other
stakeholders;
Policy Overview:
• Publish energy plans to promote transparency and public accountability.
National Energy Policy (NEP) 2025–2034
Failure to comply constitutes an offence under Section 223 of the Energy Act.
The NEP 2025–2034 replaces the National Energy Policy 2018. This new policy establishes the legal, regulatory and
institutional framework governing Kenya’s energy sector and sets the strategic direction for sector development. Privatization Act 2025

While broader in scope, it defines key policy priorities that directly influence KPC’s mandate, including: Governs the restructuring and transition of KPC through the proposed Initial Public Offer (IPO), providing the legal
basis for divestment of Government shareholding.
• Energy Security: Ensuring a reliable, adequate and cost-effective supply of petroleum products nationwide
in support of the Bottom-Up Economic Transformation Agenda (BETA). Capital Markets Act (Cap 485A)

• Infrastructure Modernization: Expansion and modernization of critical energy infrastructure, including Regulates the issuance of securities and post-listing obligations, including governance, disclosure and investor
pipelines, storage facilities and logistics systems to enhance efficiency and reduce losses. protection requirements.

• Devolution and Regional Balance: Strengthening coordination between national and county governments to Establishment and Role of Energy and Petroleum Regulatory Authority (EPRA)
close regional infrastructure gaps and improve equitable access to energy services.
EPRA is the principal regulator of KPC’s operations with powers to license, supervise and regulate petroleum
• Regional Integration: Supporting cross-border energy trade and regional interconnection to enhance transportation and storage activities.
national and regional resilience.
Its core functions include:
Legislative Framework:
• Issuance, renewal and enforcement of operating licenses;
The primary statutes include:
• Approval and periodic review of transportation and storage tariffs;
Petroleum Act, No. 2 of 2019
• Oversight of technical, safety and operational compliance;
This Act repealed the Energy Act (No. 12 of 2006) and consolidated petroleum regulation in line with the Constitution
of Kenya, 2010. • Conduct of inspections, audits and enforcement actions;

The Petroleum Act provides the framework for regulating midstream and downstream petroleum activities and • Approval of capital investment plans affecting tariff determination.
constitutes the primary legal basis for oversight of petroleum infrastructure. KPC operates within a regulated tariff regime, whereby revenues from pipeline and storage services are largely
The Act governs: determined by EPRA-approved tariffs.

• Development, construction and operation of pipelines and storage facilities; These tariffs are based on a cost-reflective model incorporating the regulated asset base, operating costs, depreciation,
projected throughput and an approved rate of return.
• Licensing and approval of petroleum infrastructure;
Post-privatization, EPRA continues to oversee fair competition, and consumer protection.
• Health, safety and environmental obligations;
Subsidiary Regulations
• Reporting, inspection and data submission requirements.
Government of Kenya aims to strengthen, standardize, and enhance oversight of the midstream petroleum sector
Energy Act, No. 1 of 2019 (specifically pipelines and storage) under the Petroleum Act, 2019.

The Energy Act, 2019 establishes the Energy and Petroleum Regulatory Authority (EPRA) and the Energy and These draft regulations are designed to operationalize the broad provisions of the main Act, mitigate operational and
Petroleum Tribunal. financial risks, and increase transparency in a sector vital to national energy security.

The Energy Act forms the institutional backbone for tariff regulation and operational oversight, directly influencing
KPC’s revenue.

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 Draft Midstream Pipeline and Storage Operations Regulations, 2025 Enforcement and Market Oversight:

Ensure the structural integrity and operational safety of all midstream petroleum infrastructure. Promotion and Enforcement of Fair Competition

Key features include: It is the statutory obligation of EPRA and the Competition Authority of Kenya (CAK) to ensure fair competition. Given
KPC’s status as a monopoly in pipeline transportation, the regulator monitors operations to ensure:
• Enhanced licensing and operational authorization standards;
• No undue preference is given to specific Oil Marketing Companies regarding product scheduling (ullage
• Mandatory asset integrity management systems and scheduled inspections;
allocation).
• Standardized maintenance and safety protocols;
• Prevention of abuse of market power that could stifle competition in the downstream sector.
• Expanded reporting and incident notification obligations.
Safety and Environmental Enforcement
• Draft Environment, Health and Safety Regulations, 2025
KPC is required to conform to Kenya Bureau of Standards (KEBS) specifications and NEMA environmental regulations.
Draft Environment, Health and Safety Regulations, 2025 This includes:

Protect personnel and the environment by minimizing operational risks and ensuring emergency preparedness. • Regular Audits: EPRA conducts technical audits of KPC facilities (depots and pipelines) to ensure safety
and operational efficiency.
These propose:
• Environmental Compliance: Adherence to the Environmental Management and Co-ordination Act (EMCA)
• Mandatory occupational health and safety management systems; for all infrastructure projects, including Environmental Impact Assessments (EIA) for new lines.

• Spill prevention and emergency response mechanisms; • Ensuring the integrity of pipeline systems to prevent spills and environmental degradation;

• Enhanced training and certification requirements; Persistent non-compliance may result in penalties, license suspension or statutory management.

• Periodic safety audits and reporting to EPRA. Privatisation and Capital Markets Oversight

Petroleum (Information and Statistics) Regulations, 2025 The Initial Public Offer (IPO) introduces a significantly expanded regulatory regime over the Company, extending
beyond sector regulation into capital markets, corporate governance and shareholder protection frameworks.
Guarantee data transparency and enable effective regulatory oversight and national energy planning.
These additional layers are intended to ensure transparency, accountability and investor confidence in line with
Mandates reporting on:
international best practice for publicly listed infrastructure entities.
• Pipeline throughput and storage volumes;
Oversight by the Privatization Authority and National Treasury
• Inventory levels and capacity utilization;
The privatisation process is guided by the Privatization Act 2025 and the National Privatisation Programme, under
• Import and transit petroleum data; which KPC’s transition from State ownership to partial private ownership is overseen by the Privatization Authority in
consultation with the National Treasury.
• Operational performance metrics.
This oversight includes:
Licensing, Operations and Tariff Regulation
• Approval of the privatisation methodology, transaction structure and sequencing;
KPC is required to hold valid EPRA licenses for all pipeline and storage operations.
• Determination of the proportion of Government shareholding to be divested;
The Company operates as a Common Carrier, obligated to provide non-discriminatory access to all licensed OMCs on
commercially reasonable terms, ensuring a level playing field in the downstream market. • Appointment and supervision of transaction advisers;

Tariffs for transportation and storage services are regulated by EPRA and determined through cost-of-service studies • Vetting of valuation methodologies and pricing frameworks;
to ensure affordability while retaining financial sustainability.
• Oversight of compliance with public interest considerations, including strategic asset protection.
KPC is prohibited from unilaterally adjusting tariffs without approval through a formal public consultation process.
The National Treasury retains a central role in safeguarding fiscal and strategic interests, ensuring that the privatisation
Dispute Resolution process aligns with national development, fiscal sustainability and infrastructure policy objectives.

a) Energy and Petroleum Tribunal: Compliance with CMA Regulations and NSE Listing Rules

Handles disputes relating to licensing, tariffs and regulatory enforcement within the petroleum sector. KPC will be subject to the regulatory jurisdiction of the Capital Markets Authority (CMA) and must comply with the
Capital Markets Act and associated regulations, as well as the Nairobi Securities Exchange (NSE) Listing Rules.
b) Capital Markets Tribunal:
These requirements include:
Adjudicates disputes arising from securities issuance, listing obligations and shareholder matters post-IPO.

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 • Continuous disclosure obligations on material information, financial performance and corporate actions; • KPC’s operational focus will remain limited to transportation and storage of petroleum products;

• Prompt announcement of price-sensitive information; • Expansion into fuel trading, importation or retail distribution will require express legislative approval;

• Compliance with periodic reporting requirements including audited annual financial statements and • Periodic parliamentary review of compliance with privatisation objectives and public interest safeguards.
interim results;
This ensures that while capital is mobilized through the market, the strategic integrity of national petroleum
• Adherence to prescribed free float and shareholder spread thresholds; infrastructure remains protected.

• Compliance with insider trading and market abuse regulations;

• Approval of major corporate actions, including acquisitions, disposals and capital restructuring.

These measures are designed to promote market transparency, protect investors and ensure fair and orderly trading
of KPC shares.

Application of the CMA Code of Corporate Governance

As a listed entity, KPC will be required to fully comply with the CMA Code of Corporate Governance for Issuers of
Securities to the Public, which establishes minimum governance standards for public companies.

Key requirements include:

• A balanced and independently constituted Board with a clear separation between the roles of Chairperson
and Chief Executive Officer;

• Establishment of Board Committees including Audit, Risk, Governance and Remuneration Committees
chaired by independent directors;

• Robust internal controls and risk management frameworks;

• Adoption of transparent remuneration policies linked to performance;

• Formal evaluation of Board and senior management performance;

• Clear policies on conflict of interest, ethics and integrity.

Disclosure, Reporting and Minority Shareholder Protection

KPC will be obligated to maintain high standards of transparency and investor communication. This includes:

• Timely publication of audited financial statements prepared in accordance with International Financial
Reporting Standards (IFRS);

• Disclosure of related party transactions and material risks;

• Fair treatment and protection of minority shareholders through equitable voting rights and access to
information;

• Adherence to shareholder meeting protocols, including notice periods, proxy voting and disclosure of
voting outcomes;

• Mechanisms for shareholder engagement and grievance redress.

These requirements are designed to uphold market integrity and reinforce investor confidence in governance
practices.

Parliamentary Oversight and Policy Limitations

Given KPC’s strategic role in national infrastructure, Parliament retains an oversight function over the privatisation
process and the scope of permitted post-IPO activities.

Current policy direction suggests:

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 20. Board of Directors, Senior
Management & Corporate Governance

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 20.1 BOARD OF DIRECTORS In addition to his political and legislative accomplishments, the CS is a seasoned finance professional with over
twenty-eight years of experience. He has held the position of Accountant at the University of Nairobi and served as
The Board of Directors of Kenya Pipeline Company (KPC) is responsible for providing strategic leadership, exercising the Chair of Medair East Africa. Hon. Mbadi, a CPA(K), holds a Bachelor of Commerce degree with a specialization in
oversight, protecting shareholder value, ensuring financial integrity and fostering long-term sustainability. Accounting from the University of Nairobi, and is a registered member of the Institute of Certified Public Accountants
20.2 COMPOSITION OF THE BOARD KPC of Kenya (ICPAK).

Mrs. Faith Bett-Boinett – Board Chairman, Age 46 years His skills span planning, budgeting, financial analysis, accounting, economics, and community development,
complemented by strong leadership, effective communication, and interpersonal skills.
Faith is a lawyer by profession with expertise in Legal Risk & Compliance, Governance, Public Financial Management,
Human Resources and Public Sector Strategic Partnership & Alliances. She is also an Educator. Mohamed Liban, CBS – Principal Secretary, State Department for Petroleum, Age 64 years

She has over 20 years working experience in both public and private sectors. She is the Managing Partner at Boinett Mr. Mohamed Liban is the Principal Secretary for the State Department for Petroleum in the Ministry of Energy and
& Bett Co. Advocates. She also served as Chairperson of the Board Finance and General Purposes Committee of Petroleum, having been appointed to the position in December 2022. Prior to the appointment, he was the Chairman
Nyayo Tea Zone Development Corporation as well as the Privatization Authority. She currently sits on the Board of of the Ewaso Ng’iro North Development Authority, a position he held from 2019.
Management at Moi Girls High School, Eldoret. Mr. Liban has a wealth of leadership experience and capabilities, having served as a Regional Elections Coordinator
In her 20 years of experience, she has had direct involvement in the management of several Semi-Autonomous under the Independent Electoral and Boundaries Commission from 2009 - 2017. Other positions held include
Government Agencies (SAGAs) and Higher Education institutions as Director on the Boards of Management Regional Health Manager with the Kenya Red Cross Society and Deputy Chief Clinical Officer at the Ministry of
for state corporations. In these roles, she has given guidance on strategy formulation and implementation, and Health.
provided oversight on statutory obligations, policies, practices and processes that direct and control Public and Mr. Liban holds a Master of Public Health and Epidemiology degree from Kenyatta University, a Higher National
private sector organizations. Diploma in Cataract Surgery from the Kenya Medical Training College (KMTC), an International Diploma in Community
Faith is an Advocate of the High Court of Kenya, a member of FIDA and a champion of women’s rights and those Eye Health from London University and a Higher National Diploma in Ophthalmology from KMTC. He has also attended
who are disadvantaged. Her firm, Boinett & Bett Co. Advocates was ranked among the best-performing law firms in several Human Resource Management courses.
fighting for children’s and women’s rights. The PS is a life member of the Kenya Society for the Blind and Kenya Red Cross Society.
Faith was appointed to the Board on 23 December 2022. Hon. Dorcas Oduor, OGW, EBS, SC – The Attorney General of the Republic of Kenya, Age 59 years
Mr. Joe K. Sang, EBS – Managing Director and CEO, Age 51 years Dorcas, is a seasoned legal expert and passionate environmental advocate. With over 32 years of experience, she
Joe Sang is a seasoned corporate leader with over 25 years of hands-on experience across senior roles in both currently serves as the Attorney General of the Republic of Kenya. Her career reflects a commitment to justice,
private and public sector organizations. Previously, he has held prominent positions including General Manager – community welfare, and environmental conservation.
Finance & Strategy at KPC, Group Head of Business Performance & Planning at East African Breweries Limited, and Dorcas is a highly accomplished professional with a strong academic background and over three decades of
Finance Director at East African Maltings Limited. His career also spans roles at Unga Group and the National Oil experience in law. Her educational journey has been instrumental in shaping her career. She holds a Master of Arts
Corporation of Kenya (NOCK), reflecting a steady progression through highly accountable, complex, and regulated degree in International Conflict Management as well as an LLB (Hons) degree from the University of Nairobi. She is
environments. an Advocate of the High Court of Kenya with a Post Graduate Diploma in Law from the Kenya School of Law
Joe holds a Bachelor of Arts in Economics and an MBA in Strategy from the University of Nairobi, and is a Certified Her illustrious career is complemented by numerous accolades that reflect her contributions to Kenya’s legal
Public Accountant of Kenya (CPA-K) and member of ICPAK. This strong academic foundation, combined with landscape.
deep practical experience, underpins his proven ability to translate strategy into execution, drive organizational
performance, and lead large, diverse teams through change. Hon. Christopher Odhiambo Karani - Independent Non-Executive Director, Age 51 years

As Managing Director of KPC, Joe provides executive leadership to one of Kenya’s most critical infrastructure Hon. Christopher Odhiambo Karani is an accomplished business leader and former Member of Parliament with over
institutions. Under his stewardship, KPC achieved the highest profitability in its 52-year history and won the coveted two decades of experience spanning corporate leadership, public service, and logistics management. Currently
Company of the Year Award in 2025. His leadership has delivered significant transformation in operational efficiency, serving as the Managing Director of MNET Stars Limited, he leads strategic planning, policy implementation, and
capacity development, infrastructure modernization, and overall organizational performance, while reinforcing operational oversight to drive profitability and sustainable growth within the organization.
KPC’s role in national energy security and economic development.
Previously, Hon. Karani represented Ugenya Constituency in the National Assembly (2017–2019), where he was
Beyond the Boardroom, Joe is a man on a mission to give back to the community. Through his personal initiative, instrumental in legislative processes, oversight of government functions, and championing the interests of his
the Joe Sang Foundation, he is empowering the next generation by helping underprivileged and extremely needy constituents. His contributions were marked by a strong commitment to transparency, public accountability, and
children to access education and mentorship opportunities. community development.

Hon. FCPA John Mbadi, EGH – Cabinet Secretary, National Treasury and Economic Planning, Age 53 years He also held the position of Managing Director at Awanad Container Freight Station, where he directed port logistics
operations, financial planning, and stakeholder engagement with agencies such as the Kenya Ports Authority and
Hon. John Mbadi is the Cabinet Secretary (CS) for The National Treasury and Economic Planning. Before his the Kenya Revenue Authority.
appointment, Hon. Mbadi had an extensive career in public service, most recently serving as a nominated Member
of Parliament (MP) and the Chairperson of the Public Accounts Committee in the National Assembly. Hon. Karani holds a Bachelor of Business Management (Human Resource Option) from Mount Kenya University,

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 along with diplomas in Shipping Management & Logistics and Clearing & Forwarding. based organizations.

Hon. Karani was appointed to the Board on 23 May 2025. She is a recipient of the Head of State commendation (HSC) in December 2010 for her outstanding contributions to
development in Turkana.
Mutungwa Wambua - Independent Non-Executive Director, Age 43 years
Hon. Joyce was appointed to the Board on 18 August 2023.
Mr. Mutungwa has over 14 years’ experience gained in a variety of senior positions in private and public sector
organizations. He is a devoted Human Resource professional and businessman. He is currently pursuing a master’s Irene Wachira – Independent Non-Executive Director, Age 49
degree in strategic management. He holds a Bachelor of Business Management degree from Mt. Kenya University,
Irene Wachira is a distinguished finance and investment professional with over 20 years of experience across both
a diploma in Information Technology and a Diploma in Human Resource Management. Mr. Mutungwa has strong
global and local markets in corporate finance, strategic leadership, and business development. She brings a strong
technical skills acquired from many years of experience working in the IT field and has a comprehensive knowledge
track record in financial analysis and management, corporate strategy, and stakeholder engagement, having held
on the latest IT software and systems, having worked at Capital Software Company as HR assistant and ultimately
senior leadership roles including Chief Executive Officer of The Croft Limited, as well as senior positions at BP North
as Branch Manager in charge of HR and technical Support.
America and Citi Group in New York. In the investment sector, Irene serves as a Non-Executive Director at Grid
Mr. Mutungwa is a Director of Techno Sphere Solutions where he is in charge of administration, marketing and Capital, where she provides strategic oversight and financial leadership to advance sustainable investments across
Management. He is also a Director and CEO of Wavenet Systems Ltd, a startup company. the technology, energy, and agriculture sectors.

Mr. Mutungwa was appointed to the Board on 18 August 2023. Her expertise spans board governance, budgeting, project and risk management, regulatory compliance, and
financial oversight. She is recognized for her ability to drive organizational change, build high-performing teams,
Martha Miano – Independent Non-Executive Director, Age 35 years
and maintain strong stakeholder relationships. A seasoned financial strategist, Irene excels in driving profitability,
Martha Miano is an accomplished Public Communications Specialist with over 15 years of progressive experience optimizing capital structures, and implementing robust financial policies that support long-term business
in media relations, strategic communication, digital advocacy, and stakeholder engagement across government, sustainability. During her tenure at Kenya Pipeline Company, she served as Chairperson of the Board Finance
private, and civil society sectors. She most recently served as Deputy Director of Public Communications in the Committee and serves as the Chairperson of the Board Audit Committee, and also served as a Trustee on the Board
Office of the President, where she led digital media strategy, campaign development, social media analytics, and of Trustees of the KPC Foundation.
influencer engagement, particularly advancing the Deputy President’s communication agenda.
Irene holds a Bachelor of Arts (B.A.) degree in Psychology with a Minor in Economics and is currently pursuing a
Martha holds a Bachelor of Arts Degree in Mass Media and Communication from Mt. Kenya University. She is Master of Science (MSc) in Operations and Technology Management at the University of Nairobi. She is a certified
currently pursuing an M.A degree in Development Communication at Daystar University. Her professional journey Project Management Professional (PMP) and an Anti-Money Laundering (AML) Compliance Specialist.
reflects a dynamic blend of grassroots engagement, media outreach, and strategic communication roles beginning
Irene was appointed to the Board on 18 August 2023.
as a volunteer trainer with Village Care International.
Sharon Irungu-Asiyo, HSC –Alternate Director to The Attorney General, Age 44 years
She previously served as Executive Communications Officer at the Nyeri Town CDF Office and as Media Liaison/
Communications Officer at Mathira CDF, where she played a key role in implementing communication strategies, Ms. Sharon Irungu-Asiyo, HSC is an Advocate of the High Court of Kenya and is currently a Deputy Chief State
organizing media events, managing crisis communications, and creating content for public dissemination. Counsel at the Office of the Attorney General. She has over seventeen years post-admission experience to the roll of
advocates in both private and public sector, majoring in commercial and corporate law, international business and
In the private sector, Martha worked with Madison Insurance as a Unit Manager, where she successfully led
international financial transactions.
high-performing sales teams and managed performance targets. Her background also includes hospitality and
administrative experience at Leadway Hotel and Destiny Park Hostels, providing her with a solid foundation in As a public sector legal practitioner, Ms. Irungu-Asiyo is currently based at the Government Transactions Division
operations management and customer service. at the Office of the Attorney General where her primary duties entail drafting, vetting and reviewing Government
Contracts, negotiating commercial and financial agreements on behalf of the Government and issuing advisory
A respected youth mobilizer and civic advocate, Martha has held several leadership positions.
opinions on emerging issues and areas of law that have an impact on Government Contracts. As an alternate
Martha was appointed to the Board on 7 March 2025. member representing the Hon. Attorney General in the Board of Kenya Pipeline Corporation, Ms. Irungu-Asiyo
provides strategic leadership on emerging issues of law affecting the management and operational aspects of KPC.
Hon. Joyce Emanikor - Independent Non-Executive Director, Age 65 years
Mohamed Birik Mohamed, OGW, EBS – Alternate Director to the PS, State Department for Petroleum, Ministry of
Mrs. Hon. Joyce Emanikor is a development specialist with a bias in governance, public policy, Education and Energy and Petroleum, Age 58 years
Environment. She is the holder of an MA degree in Development Studies, a BA degree in Community Development &
Peace studies and is currently undertaking a PhD in Environmental Governance and Management at the University Mr. Mohamed Birik is a Public Officer and an accomplished National Government administrator with experience of
of Nairobi. over 30 years. A career administrator, Mr. Birik joined the Civil Service in 1994. Since then, he has risen through the
ranks and served in various parts of the country as a District Officer, District Commissioner, County Commissioner
She has been a legislator in the Kenya National Assembly for two consecutive terms, 2013-2022, where she played and Regional Commissioner. Currently he serves in the position of Secretary Administration, in the State Department
a role in oversight, legislation, representation, budgeting, and Parliament Leadership. She sponsored a bill and for Petroleum, a position he has held since 2021. Prior to this deployment, he was the Regional Commissioner,
several legislative amendments in Parliament as well as participated in various Parliamentary Committees. Hon. North-Eastern, where he served from 2018 to 2020. He represents the PS as an Alternate Director on the Board of
Joyce previously chaired the Board of Kerio Valley Development Authority (KVDA), worked in the fields of Education KPC.
as an Emergency Education Consultant for UNICEF, Kenya Country Office, Emergency Response Programmes and
development for the UN, the Government of Kenya, International NGOs, Faith-based organizations, and community- Mohammed has excelled in the management of security, dispute resolution and mitigation of conflicts while in

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 charge of security under the various fields in which he worked. He was very instrumental in the restoration of peace of Kenya (ICPAK).
in Mount Elgon, Western Province following breakdown of law and order, for which he was awarded Order of the
His skills span planning, budgeting, financial analysis, accounting, economics, and community development,
Golden Warrior (OGW) in 2008. In the Ministry, he has excelled in development of policies, strategies, promoting
complemented by strong leadership, effective communication, and interpersonal skills.
the values and tenets of government, and effective performance management. He possesses knowledge of the
organisation of governments and understands its goals, policies, and development objectives. Mohamed Liban, CBS – Principal Secretary, State Department for Petroleum, Age 64 years
Mr. Birik holds Bachelor of Arts in Education degree from the University of Nairobi and is currently pursuing a Mr. Mohamed Liban is the Principal Secretary for the State Department for Petroleum having been appointed to the
Masters in Peace and Conflict Resolution at Kenyatta University. He has attended various courses at Kenya Institute position in December 2022. Prior to the appointment, he was the Chairman of the Ewaso Ng’iro North Development
of Administration (KIA) including Advanced Public Administration, Strategic Leadership Development Program Authority, a position he held from 2019.
(SLDP), and Senior Management Course (SMC). He is a member of the Kenya Association of Public Administration
and Management. Mr. Liban has a wealth of leadership capabilities having served as Regional Elections Coordinator under the
Independent Electoral and Boundaries Commission from 2009 - 2017. Other positions held include Regional Health
Abraham Koech – Alternate Director to the CS National Treasury & Economic Planning, Age 56 years Manager with the Kenya Red Cross Society and Deputy Chief Clinical Officer at the Ministry of Health.
Abraham Kipkorir Koech is an experienced professional specializing in strategic management, financial analysis, Among other qualifications, Mr. Liban holds a Master of Public Health and Epidemiology from Kenyatta University,
corporate governance, and project management. He has over 29 years’ experience in the Public Sector and currently Higher National Diploma in Cataract Surgery from the Kenya Medical Training College (KMTC), International Diploma
serves as the Deputy Director of Investments at Kenya’s National Treasury, where he advises on government in Community Eye Health from London University and, Higher National Diploma in Ophthalmology from KMTC. He
investment policies and oversees financial oversight and reforms for state corporations. He also represents the has also attended several Human Resource Management courses.
National Treasury as an Alternate Director on the boards of several state corporations, contributing to governance
and strategic decision-making. The PS is a Life Member of the Kenya Society for the Blind and Kenya Red Cross Society.

Mr Koech holds an MBA in Strategic Management from Jomo Kenyatta University of Agriculture and Technology Hon. Dorcas Oduor, OGW, EBS, SC – The Attorney General of the Republic of Kenya, Age 59 years
(JKUAT) and a Bachelor of Arts (Hons) degree in Economics from the University of Nairobi. He has also completed
Dorcas, is a seasoned legal expert and passionate environmental advocate. With over 32 years of experience, she
extensive training in leadership, corporate governance, and quality management systems.
currently serves as the Attorney General of the Republic of Kenya. Her career reflects a commitment to justice,
Previously, he held key roles at the Kenya Post Office Savings Bank (KPOSB), rising to the position of Deputy Head community welfare, and environmental conservation.
of Strategy and Change. In this capacity, he played a critical role in policy formulation, strategic planning, and
Dorcas is a highly accomplished professional with a strong academic background and over three decades of
organizational transformation.
experience in law. Her educational journey has been instrumental in shaping her career. She holds a Master of Arts
Flora Okoth – General Manager (Company Secretary & Legal Services), Age 59 years degree in International Conflict Management as well as an LLB (Hons) degree from the University of Nairobi. She is
an Advocate of the High Court of Kenya with a Post Graduate Diploma in Law from the Kenya School of Law
Mrs. Flora Fiona Okoth is a competent and highly qualified lawyer with over twenty-eight years’ legal, business
management and administrative experience gained in Public and private sectors. She has worked in Insurance Her illustrious career is complemented by numerous accolades that reflect her contributions to Kenya’s legal
sector and practiced law in partnership and as a sole practitioner at various stages of her career. She has acquired landscape.
extensive board experience having served two large organizations as Company Secretary. Flora has also chaired the
Mr. Eliud S. Mwaruah – Alternate to the PS State Dept of Petroleum, Age 60 years
board of a community development NGO, the Community Aid International for five years from 2012 – 2017.
Mr Mwaruah is the Alternate to the PS State Dept of Petroleum. He is currently serving as the Director, Human
Flora holds a Master of Laws (LLM) in International Economic Law, from University of Warwick in the United
Resource Management &Development (DHRM&D) in the State department of Petroleum.
Kingdom, an Executive MBA degree from the United States International University (USIU)– Kenya), a Bachelor of
Laws degree (LLB) from University of Nairobi and a Diploma in Law from the Kenya School of law. Flora, a Certified He holds a Bachelor of Arts (BA) degree from the UoN and a post graduate Diploma in Human Resource Management
Public Secretary (CPS) since 2005, is also a member of the Law Society of Kenya (LSK) as well as the Institute of and Development. He has vast leadership and governance skills and is also a Member of the Institute of Human
Certified Secretaries, Kenya. Resource Management (IHRM), Institute of Directors Kenya (IoD K) and Kenya Association for Public Administration
and Management (KAPAM).

Mr. Joseph Zachary Ngugi - Alternate Director to the CS The National Treasury, Age 60 years
20.3 COMPOSITION OF SUBSIDIARY’S BOARD: KPRL
Mr Ngugi is the Alternate Director to the CS The National Treasury.
Hon. FCPA John Mbadi, EGH – Cabinet Secretary, National Treasury and Economic Planning, Age 53 years
He is Director of Planning, Macro and Fiscal Affairs Department of The National Treasury. He has over 20 years
Hon. John Mbadi is the Cabinet Secretary (CS) for The National Treasury and Economic Planning. Before his
experience in Tax matters and heads the Tax Policy Division in the Macro and Fiscal Affairs Dept. He holds a
appointment, Hon. Mbadi had an extensive career in public service, most recently serving as a nominated Member
Masters in Economics (UoN) and Bachelor of Arts (BA) Economics and Sociology from Egerton University. As the
of Parliament (MP) and the Chairperson of the Public Accounts Committee in the National Assembly.
Head of Tax Policy Division, he participates in the enactment of Tax policy legislations and formulation of tax policy
In addition to his political and legislative accomplishments, the CS is a seasoned finance professional with over documents. He is currently an alternate Director at Kenya Vehicle Manufacturers & past alternate Director at Kenya
twenty-eight years of experience. He has held the position of Accountant at the University of Nairobi and served as Trade Network, Retirement Benefits Authority & Coffee Development Fund. (now Commodity Fund).
the Chair of Medair East Africa. Hon. Mbadi, a CPA(K), holds a Bachelor of Commerce degree with a specialization in
Accounting from the University of Nairobi, and is a registered member of the Institute of Certified Public Accountants

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 Peter Okombe Ongori - Alternate to The Attorney General, Age 55 years 20.4 ORGANISATIONAL STRUCTURE
Mr. Ongori is an alternate to the Attorney General of the Republic of Kenya. He is an Advocate of the High Court of To support the effective execution of its mandate, KPC operates under a structured organisational framework
Kenya and has over seventeen years of post-admission experience in commercial law practice with strengths in comprising eleven directorates, twenty-six departments, and various sections and operational units. The Managing
the Extractive Industry (Oil and Gas Law). He holds a Master of Laws (LL.M) in International Oil and Gas Law and Director provides overall leadership and strategic oversight across the organisation.
Policy from the University of Dundee, Scotland, UK, a Bachelor of Laws and Bachelor of Arts (B.A.) Economics from
MDS University, India. Throughout the years, he has acquired the competence to review and negotiate complex Below is the Organisational Chart for Kenya Pipeline Company.
international and local contracts on behalf of the Government of Kenya. He is currently a Deputy Chief State Counsel,
in the Office of the Attorney General, Government Transactions Division.

Henry G. Karinga – Age, 62 years

Mr. Karinga holds a Bachelor of Science from the University of Nairobi and Global Executive MBA from USIU-
Africa. He is currently managing director of H.K. Builders & General Contractors, a civil works construction services
company. He is also a director at Basel Tours and Travel Ltd.

He has previously worked as Assistant Manager, Central Bank of Kenya, heading the Nairobi clearing house.

Lilian B. Mahiri-Zaja - Age, 62 years

Lilian is an advocate of the High Court of Kenya and holds a Master of Law Degree from the University of Reading,
United Kingdom; a post- graduate Diploma in Legal Education from the Kenya School of Law; and an LL.B from the
Univeristy of Nairobi. She was previously the Vice Chairperson at the IEBC and has held various positions in the
Department of Justice including Deputy Chief Legal Officer from 2004-2011. She also served as a Commissioner
with the Energy and Petroleum Regulatory Authority (EPRA).

CPA. Joseph Ndoti – Age, 54 years

CPA Ndoti Joseph Bale is currently the Acting Chief Executive Officer for Kenya Petroleum Refineries Ltd since
October 2019 and also serves as the Chief Finance Officer since August, 2016. He has a wealth of knowledge and
experience spanning over 25 years in Financial Management and Business Administration particularly in Oil and
Subsidiaries
Gas industry. He is a holder of [Link] Accounting Option (UoN), MBA in Strategic Management (UoN) and CPA(K).
He Joined KPRL in July,2000 as Financial and Management Accountant and has scaled through the career ladder KPRL is a wholly owned subsidiary of KPC, it is incorporated in the Republic of Kenya. It operates legacy oil storage
to his current role. He has witnessed and contributed immensely to the transformation and transition of KPRL from and loading facilities.
a Toll Refinery to Merchant Refinery and eventually to the current status whereby KPRL is a Storage and Handling
Facilty for imported finished products. Prior to Joining KPRL, Mr. Ndoti worked for Cargill Kenya Ltd and P & O 20.5 SENIOR MANAGEMENT TEAM
Nedloyd East Africa Ltd as Nedloyd East Accountant and Chief Accountant respectively. The senior management of the Kenya Pipeline Company comprise of the following;

Mr. Joe K. Sang, EBS – Managing Director and CEO

Joe Sang is a seasoned corporate leader with over 25 years of hands-on experience across senior roles in both private
and public sector organizations. Previously, he has held prominent positions including General Manager – Finance
& Strategy at KPC, Group Head of Business Performance & Planning at East African Breweries Limited, and Finance
Director at East African Maltings Limited. His career also spans roles at Unga Group and the National Oil Corporation
of Kenya (NOCK), reflecting a steady progression through highly accountable, complex, and regulated environments.

Joe holds a Bachelor of Arts in Economics and an MBA in Strategy from the University of Nairobi, and is a Certified
Public Accountant of Kenya (CPA-K) and member of ICPAK. This strong academic foundation, combined with deep
practical experience, underpins his proven ability to translate strategy into execution, drive organizational performance,
and lead large, diverse teams through change.

As Managing Director of KPC, Joe provides executive leadership to one of Kenya’s most critical infrastructure
institutions. Under his stewardship, KPC achieved the highest profitability in its 52-year history and won the coveted
Company of the Year Award in 2025. His leadership has delivered significant transformation in operational efficiency,
capacity development, infrastructure modernization, and overall organizational performance, while reinforcing KPC’s
role in national energy security and economic development.

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 Beyond the Boardroom, Joe is a man on a mission to give back to the community. Through his personal initiative, the Prior to his joining KPC, Engineer Moses worked at Grabowsky and Poort B.V and Gibbs Consulting Engineers. He
Joe Sang Foundation, he is empowering the next generation by helping underprivileged and extremely needy children has handled Engineering assignments in the energy sector (oil & gas), road and water sectors in East Africa as well
to access education and mentorship opportunities. as the Horn of Africa regions.

Pius Mwendwa – General Manger (Finance) He is a holder of Master of Project Planning and Management and Bachelor of Science in Civil & Structural
Engineering both from the University of Nairobi. Registered Consulting Engineer with Engineers Board of Kenya and
Mr. Mwendwa joined KPC in August 2010 as a Chief Accountant and has previously served the Company in the
a Corporate Member of Institution of Engineers of Kenya.
position of Corporate Finance Manager. He is the General Manager (Finance) in charge of Finance & Accounts,
Revenue & Commercial Services & Information, Communications and Technology (ICT) departments. Before joining Maureen Mwenje – General Manager (Supply Chain)
KPC, Pius worked at Nation media Group (NMG) in different capacities for over ten (10) years where he rose through
Ms Maureen Mwenje joined KPC in 2005 as a Management Trainee. She is a seasoned procurement professional
the ranks to the position of Group Management Accountant.
with a distinguished career spanning 19 years. Maureen has risen the corporate ladder to assume the role of General
Pius holds a Master of Commerce and Bachelor of Commerce – Finance. He is a Certified Public Accountant of Manager Supply Chain. She holds a Bachelor of Laws (LL.B) and Master of Laws (LL.M) in Law in Development from
Kenya (CPA – K) and a member of the Institute of Certified Public Accountants (K). the University of Warwick-United Kingdom, Graduate Diploma in Purchasing and Supply from the Chartered Institute
of Purchasing and Supply (CIPS-UK) and a Diploma in Law from the Kenya School of Law. She is an Advocate of the
Zilper Michelle Abong’o – General Manager (Strategy)
High Court of Kenya, Commissioner for Oaths, Notary Public, Member Purchasing and Supply from the Chartered
Ms Zilper Michelle Abongó joined KPC on 1st February 2017. She has over 15 years of consolidated middle and Institute of Purchasing and Supply (MCIPS), member of the Kenya Institute of Supplies Management (KISM) and a
downstream Oil & Gas experience in high-level policy formulation, strategy creation and execution, oil & gas trading, member of the Law Society of Kenya (LSK).
supply logistics and distribution across the Great Lakes Region and East-Central Africa. Prior to joining KPC, Zilper
Caxton Gambo Njuga – Ag. General Manager (Audit)
had been an oil and gas expert at various private sector companies: Kenya Shell Ltd. (now Vivo Energy), Bakri
International Kenya Ltd. (now BE Energy), Addax & Oryx Group (now Oryx Energies), Hashi Energy; as well as in Caxton joined KPC in December 2010 in the position of Chief Internal Auditor. He is a seasoned professional with
project consulting on strategy & market penetration. experience spanning over 18 years in both the public and private sectors. Prior to his joining KPC, Caxton worked
at Agricultural Finance Corporation where he headed the Internal Audit Department. He had previously served in
Zilper is highly passionate about building sustainable and resilient communities and is a pioneering member of the
compliance and audit related roles at the Capital Markets Authority (CMA) and Industrial Promotion Services Kenya
KPC Foundation’s Board of Trustees; and serves as a volunteer at, and sponsor of, the Washindi Victory Centre for
Ltd (IPS Kenya).
youth and women empowerment.
Caxton is a holder of Master of Business Administration (MBA- Finance) and Bachelor of Commerce (BCom-
She holds a Master of Science postgraduate degree in Economics & Policy of Energy and the Environment from
Finance) both from the University of Nairobi, Certified Public Accountant Kenya- CPA (K), Certified Public Secretary
University College London’s Bartlett School of Environment, Energy and Resources (BSEER), Bachelor of Arts
(CPS Finalist), and is a Certified Information System Auditor (CISA). He is a registered member with ICPAK and
undergraduate degree in Public Policy Analysis & Communications from the University of Nairobi, and a Diploma
ISACA.
in Petroleum Management from the Petroleum Institute of East Africa’s School of Petroleum Studies. She has
also attended executive management and professional development courses at Stanford University’s Graduate Dr. Nancy Kosgei – Director (Morendat Institute of Oil & Gas)
School of Business, with the World Bank Group, Cranfield University & Defence Academy of the UK, the Sustainable
Dr Nancy Kosgei joined KPC on 3rd April 2024. She has over 20 years working experience in the NGO, private and
Development Solutions Network (SDSN), and CITAC Africa LTD, among others.
public sectors. Dr. Kosgei is an educationist with vast experience in university teaching, research and consultancy.
Zilper is a full member of the UK’s Energy Institute; a thought leader in the sector, globally; and was awarded the UK She holds a Doctor of Philosophy (PhD) in Development Studies from Jomo Kenyatta University of Agriculture and
Government-funded Commonwealth Scholarship in 2014 and is a member of its alumni association. Technology, a Master of Arts in Project Planning and Management from the University of Nairobi and a Bachelor of
Arts degree in Community Development from Daystar University. She is also a member of the Project Management
Dinah J. Kirwa – General Manager (Human Resource and Administration)
Institute.
Mrs. Dinah J. Kirwa joined KPC on 18th September 2023. She has 30 years work experience in Human Resources, 20
Eng. David Muriuki – General Manager (Infrastructure)
years of which in Senior Management in different organizations namely: National Health Insurance Fund - Director,
Corporate Services, National Construction Authority – General Manager HR & Administration, Kenyatta National Eng. David Muriuki joined KPC on 1st April 2004. He serves as the General Manager - Infrastructure Development at
Hospital - Senior Assistant Director HR & Administration, Daystar University - Manager HR, Moi Teaching & Referral the Kenya Pipeline Company (KPC). As a distinguished Consulting Engineer specializing in Mechanical Engineering
Hospital - Manager HR. for the Oil and Gas sector, he brings a wealth of expertise and leadership to his role with over two decades of extensive
experience in engineering, operations, supply logistics, and project management. He holds a BSc in Mechanical
Dinah holds a master’s degree in human resource development, a bachelor’s degree in social science, a higher
Engineering and an MBA in Strategic Management. Throughout his career at KPC, he has been instrumental in the
diploma in Human Resource Development, Certified Human Resource Professional, Strategic Leadership
construction of critical infrastructure, including pipelines, tanks, LPG systems, and oil jetties.
Development Programme among other capacity building training. She is currently pursuing a PHD in Leadership
and Governance. Flora Okoth – General Manager (Company Secretary & Legal Services)

Eng. Moses Tawuo, CE – Ag. General Manager (Pipeline Operations & Engineering Services) Mrs. Flora Fiona Okoth is a competent and highly qualified lawyer with over twenty-eight years’ legal, business
management and administrative experience gained in Public and private sectors. She has worked in Insurance
Eng. Moses Tawuo joined KPC in 2002 as Projects Engineer, in Projects Department and thereafter moved to
sector and practiced law in partnership and as a sole practitioner at various stages of her career. She has acquired
Maintenance Department, where he has been in charge of Maintenance of Engineering Systems. He is a registered
extensive board experience having served two large organizations as Company Secretary. Flora has also chaired the
Consulting Engineer with experience spanning over 28 years in both the public and private sectors. He
board of a community development NGO, the Community Aid International for five years from 2012 – 2017.

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 Flora holds a Master of Laws (LLM) in International Economic Law, from University of Warwick in the United i. Board Audit Committee (BAC)
Kingdom, an Executive MBA degree from the United States International University (USIU)– Kenya), a Bachelor of
Members
Laws degree (LLB) from University of Nairobi and a Diploma in Law from the Kenya School of law. Flora, a Certified
Public Secretary (CPS) since 2005, is also a member of the Law Society of Kenya (LSK) as well as the Institute of 1. Irene Wachira - Chairperson
Certified Secretaries, Kenya.
2. Sharon Irungu-Asiyo, HSC
Tom Mailu – Ag. General Manager (KPRL)
3. Abraham Koech
Mr. Tom Mailu joined KPC in September 2004 as a statistician. He has 30 years of experience in business strategy
and planning. He has been instrumental in crafting various business and bankable proposal for infrastructural 4. Martha Wanjiru Miano
development, setting of tariffs, risk management, and data management at KPC. He rose through the ranks at KPC
Terms of Reference
to the position of Corporate Planning Manager before deployment to Kenya Petroleum Refineries Ltd. (KPRL) in July
2017 as Acting General Manager to manage and optimize the operations of its assets as well as coordinate the • To provide structured company systems, processes, and procedures together with effective internal
acquisition process of KPRL which culminated in KPRL being 100% subsidiary of KPC in October 2023. controls.

Tom has a Masters Degree in Economics from the University of Nairobi and a Bachelor of Arts in Economic and • Overseeing the Company’s audit function in a process that is independent of management
Geography from Egerton university. He is a member of the Economist Society of Kenya
• Assists the board and management by providing assurance
20.6 CORPORATE GOVERNANCE
• Provide advice, guidance, and potential improvements on the adequacy and effectiveness of KPC’s
Corporate Governance helps to enhance corporate performance through systems, processes and operations to initiatives for:
safeguard the interests of all stakeholders. This ensures Board and Management accountability and helps build
o Values and ethics.
public trust in the Company.
o Governance structure.
The Board of Kenya Pipeline Company Limited is responsible for the governance of KPC and is accountable to all its
stakeholders by overseeing the effective management and control of the Company. Transparency, accountability, o Risk management.
and disclosure are the key focus areas of KPC’s Board oversight. This is well demonstrated in KPC’s audited
Financial Statements over the years. Management has also implemented an enterprise risk assessment framework o Internal control framework.
under which risks are identified, monitored, and controlled.
o Oversight of the internal audit function,
In implementing the Corporate Governance tenets, the Board seeks to add value through constructive dialogue and
o Liaising with the external auditors by reviewing their reports and letters, and other providers of
engagement with stakeholders as well as Management, with a strong focus on the Company’s strategic agenda.
assurance (e.g. Public Investments Committee, Public Accounts Committee).
The Board embraces and recognizes the benefits of diversity in skills and experience in its composition and this
o Review Financial statements for compliance with reporting standards and public accountability
engenders the effective discharge of the Boards strategic oversight function.
reporting.
20.6.1 Board Composition

KPC’s Board of Directors constitutes of (10) Members comprising of a non-executive Chairman, the Cabinet Secretary,
ii. Board Finance Committee (BFC)
The National Treasury & Economic Planning, the Principal Secretary, State Department of Petroleum, Ministry of
Energy and Petroleum, the Attorney General, the Managing Director and five (5) independent non-executive directors Members
with a mix of skills and competencies. The non-executive directors are independent of Management.
1. Hon. Joyce Emanikor, HSC - Chairperson
The Board is compliant with the prevailing requirements of membership. One (1) member has a Finance and
Accounting background and is a member of the Institute of Certified Public Accountants of Kenya (ICPAK). The 2. Abraham Koech
Board composition also complies with the Constitutional requirement of gender balance. Currently, the gender 3. Mutungwa Wambua
balance comprises of five (5) members of either gender (50:50).
4. Joe Sang, EBS
20.6.2 Board Committees
Terms of Reference
The Board has four (4) standing Committees with specific terms of reference to exercise the Board’s delegated
responsibilities. The Committees are the Audit, Human Resources, Technical, and Finance Committees. • Oversight Enterprise Risk Management

The membership as at 30th June 2025 is summarized as follows: • Monitoring and oversight of the Company’s financial resources

• Advice on financial strategies e.g. capital management, borrowing and asset/liability management

• Oversight of the organization’s budget planning and implementation process

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 • Review of financial performance and analysis There are no arrangements under which any director of the issuer has waived or agreed to waive future emoluments,
and no such waivers occurred during the past financial year or are in force as at the date of this Information
• Analysis of debt service
Memorandum.
• Analysis of cashflow management

iii. Board Human Resources Committee (BHRC) Year end 30 June, Year end 30 June, Year end 30 June, Six Months ended 31
2023 2024 2025 December 2025
Members
(Kshs ‘000)
1. Mutungwa Wambua - Chairperson Honoraria 960 960 960 480
2. Mohamed Birik Mohamed, OGW, EBS Directors’ fees 5,400 7,680 10,620 5,400
Sitting & Duty allowance 7,336 11,740 7,587 2,727
3. Martha Wanjiru Miano Fees for service as a director 13,696 20,380 19,167 8,607
4. Joe Sang, EBS (Sub-Total)

Terms of Reference
Daily Subsistence Allowance 3,502 9,065 8,727 2,221
• Oversight of the management of Human Resources Other emoluments to Non- 3,502 9,065 8,727 2,221

• Reviews and provides recommendations to the Board on the organization structure, the staff establishment, Executive Directors (Sub-Total)
procedures on staff recruitment and selection, performance and reward system Grand Total 17,198 29,445 27,894 10,828

• Reviews and advises management on terms and conditions of service in line with the company’s human
resources management strategies, initiatives and policies
20.7 CORPORATE GOVERNANCE CHANGES POST-IPO
iv. Board Technical Committee (BTC)
The company will transition from a being a State Corporation to a Public Liability Company (PLC). This will
Members necessitate several changes in its corporate governance practices and procedures.

1. Hon. Christopher Odhiambo Karani – Chairperson 1. Appointment of directors and chairman of the board – directors will no longer be appointed by the Cabinet
Secretary for Energy and the Chairman of the board by the President, they will instead be nominated by the
2. Mohamed Birik Mohamed, OGW, EBS shareholders of the company and voted in at the Annual General Meeting. Once a board of directors has
3. Sharon Irungu-Asiyo, HSC been constituted, the directors will elect one from themselves as the Chairman of the board.

4. Joe Sang, EBS 2. Minority interest representation – after the IPO has closed and a new members register updated,
independent directors to represent the interests of the investors who come in through the IPO will be
Terms of Reference nominated to the board and voted in at the next AGM.

• Assist the Board in fulfilling its oversight responsibilities on specific technical matters 3. Disclosures – the company will be expected to make public all material disclosures that will have a bearing
on the share price immediately or before the disclosure event has taken place. This is a mechanism to
• Oversees and advises the Board about the development and advancement of the Company’s petroleum
avoid incidences of insider trading or speculation on the share price.
transportation and storage capacity, the Company’s expansion opportunities, project development, project
economic analysis, appraisal of technical risk factors 4. Board committees – board committees will be expanded and reconstituted to reflect and implement the
full internal structure of a Public Liability Company. To be incorporated are aspects of investor relations,
20.6.3 Conflicts of Interest
capital markets regulations compliance, communications and relations with NSE and CDS.
The Board has ensured that there is a policy on the Management of Conflict of Interest in place. KPC also maintains
5. In accordance with the POLD Regulations the Directors of KPC are subject to restrictions in relation to
a conflict-of-interest register which is present at every Board meeting to ensure that any Member in attendance
dealing in KPC’s securities. The directors, or any persons acting on their behalf or connected with them, are
with a conflict of interest declares so and records it in the register before the meeting. Such Member is forbidden
prohibited from dealing in the securities of KPC during any Closed Period, or at any time when the Director
from taking part in any discussions and decision-making processes regarding any subject where the conflict of
is in possession of unpublished price-sensitive information relating to KPC or its securities.
interest arises.
A Closed Period means the period commencing immediately after the end of a financial period and ending upon the
20.6.4 Expected Senior Management Changes
public release of the KPC’s financial results, and also includes any other period designated as a Closed Period by
There are no planned nor anticipated senior management changes in the Company for the next 24 months period. the Board in accordance with applicable laws and regulations. Any dealings by directors in the KPC’s securities will
be conducted strictly in accordance with the Capital Markets Act, the POLD Regulations and all applicable internal
20.6.5 Board Remuneration policies of KPC.
The Directors’ annual fees are paid upon approval by the shareholders at the Annual General Meeting and after
approval by the Cabinet Secretary of the National Treasury.

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 21. Employee Share Option Plan 21.4 DILUTION AND GOVERNMENT SHAREHOLDING PROTECTION
The issuance of ESOP shares will result in dilution of all shareholders other than the Government of Kenya, including
public shareholders following the IPO.

The Employee Share Ownership Plan (ESOP) allows all KPC employees to participate in KPC’s equity after listing To ensure that Government ownership is not diluted below the minimum threshold of thirty-five percent (35%)
through an ESOP Trust and to benefit from the Company’s long-term value. approved by Parliament, the Articles of Association have incorporated binding anti-dilution protections, including:

The ESOP uses a hybrid structure: i. a constitutional ownership floor requiring Government shareholding to be maintained at or above 35%;

• a portion of ESOP units is granted to employees at no cost, and ii. exclusion of Government shareholding from dilution calculations arising from ESOP issuances; and

• a portion is acquired by employees at nominal value. iii. automatic adjustment mechanisms which may include the issuance of additional ordinary shares to
the Government, where necessary, at nominal value, to preserve the Government’s minimum shareholding
This structure balances broad-based inclusion, fair reward for service, and long-term retention.
threshold.
21.1 ESOP STRUCTURAL FRAMEWORK The Articles provide for a range of anti-dilution mechanisms to preserve the Government’s minimum shareholding
The ESOP shall be established as an unincorporated trust, constituted by a Trust Deed and ESOP Rules, with a threshold, including adjustment formulas, issuance limitations, or compensatory allotments.
professional trustee holding legal title to shares for the benefit of eligible employees.
Where anti-dilution is achieved through the issuance of additional ordinary shares to the Government, such issuance
Eligible employees shall hold units in the ESOP trust, representing beneficial interests in the underlying KPC shares would be effected at nominal value and would accordingly require the Government to pay the applicable nominal
held by the trustee, rather than direct legal ownership of shares. consideration in compliance with the Companies Act.

Up to 1.5% of KPC’s authorized share capital shall be reserved for the ESOP and sourced from KPC’s unissued share
capital.
21.5 REGULATORY AND DISCLOSURE CONSIDERATIONS
The Articles of Association have been amended to:
Implementation of the ESOP shall be subject to:
i. expressly provide for the ESOP share pool;
i. Capital Markets Authority approval;

ii. authorise the Board to allot and issue shares to the ESOP trustee post-IPO; and
ii. Nairobi Securities Exchange admission of ESOP shares; and

iii. incorporate binding anti-dilution protections in favour of the Government of Kenya.

iii. Compliance with applicable accounting and disclosure standards.

21.2 POST-IPO ESOP IMPLEMENTATION MECHANICS

i. Following listing, the Board shall allot shares representing 1.5% of the issued share capital to the ESOP
trustee from unissued share capital at nominal value, pursuant to authority contained in the amended
Articles.

ii. The subscription amount shall be the nominal value of the shares.

iii. Eligible employees may acquire ESOP units at nominal value post-listing, subject to:

iv. a minimum lock-in period of not less than two (2) years (or other appropriate and suitable period or
method to be determined); and

v. vesting, forfeiture, exit, and leaver provisions set out in the ESOP Rules.

21.3 DISPOSAL AND VALUE REALISATION

ESOP units confer economic exposure to KPC shares but do not provide immediate liquidity. Upon exit, redemption,
or vesting maturity:
i. the ESOP trustee shall sell the corresponding shares on the Nairobi Securities Exchange at prevailing
market prices; and

ii. employees shall receive cash proceeds net of costs and taxes.

The Company shall not fund or guarantee any redemption, settlement, or cash-out payments.

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 22. Taxation on Income of Shares 23. Statutory and General Information
Disclaimer: Neither Kenya Pipeline Company nor any of its Directors, officers or Advisers accepts any liability for any tax Authorization
implications of Shareholders in connection with the Offer.
In connection with its status as a state corporation and a limited liability company incorporated under the Companies
This section provides a general overview of the tax considerations relevant to the Offer Shares, based on Kenyan Act, KPC has obtained all necessary approvals and authorisations in connection with the Offer including but not
tax law and practice in effect as at the date of this Information Memorandum. They apply only to persons who are limited to:
the absolute beneficial owners of the Offer Shares and do not constitute a comprehensive analysis of all potential
1. Approval of the Cabinet Secretary, National Treasury and Economic Planning in relation to the privatization
tax implications. Shareholders and prospective investors should therefore treat this section as guidance only and
of KPC through an initial public offer;
are strongly advised to consult their own professional tax Advisers regarding the possible tax consequences of
acquiring, holding or disposing of the Offer Shares, as well as receiving dividends or other distributions, under the 2. Approval of the National Assembly of Sessional Paper No. 2 of 2025 on the privatization of KPC
laws of their respective countries of residence, citizenship, or domicile.
3. Approval of the Board of Directors in relation to: (a) the Information Memorandum so far as it relates to the
Dividend Payments information of KPC as at the date thereof; and (b) approving the listing of the KPC’s shares on the Nairobi
Securities Exchange (NSE);
Dividend payments to Kenyan resident shareholders and citizens of East African Community Partner States are
subject to withholding tax at a rate of 5%. Non-resident shareholders are subject to withholding tax at a rate of 15% 4. Approval of the sole member of KPC in relation to (a) The subdivision of each ordinary share with a current
(or such other rate as may apply under prevailing legislation). Non-residents may be entitled to a tax credit in their nominal value of KES 20.00 into 1000 ordinary shares of KES 0.02 each, without any alteration to the
home jurisdiction under domestic tax laws or applicable double taxation treaties. Shareholders who are tax-exempt total issued share capital of KPC; (b) the conversion of KPC from a private limited company to a public
must provide a certified copy of a valid Tax Exemption Certificate. limited company; (c) the change of KPC’s name to Kenya Pipeline PLC; (d) the adoption of new articles of
association; and (e) the establishment of an Employee Share Ownership Plan (ESOP) and the allotment of
Stamp Duty
up to 1.5% of KPC’s shares under the ESOP.
As long as the Offer Shares remain listed on the Nairobi Securities Exchange, no stamp duty, registration fees, or
Incorporation
similar taxes are payable in Kenya on the transfer of such Shares, in accordance with current legislation.
KPC was incorporated in Kenya under the Companies Act on 15 September 1973 as a private company, under
Double Taxation Treaties
registration number PLC-VY7TPQMRK. KPC retains its status as a private company, as at the date of this Information
Kenya has concluded double taxation treaties with Canada, Denmark, France, Germany, India, Iran, Norway, Republic Memorandum. In compliance with the provisions of the Companies Act, KPC has pursuant to the approval of its
of Korea (South Korea), Qatar, Seychelles, South Africa, Sweden, United Arab Emirates, the United Kingdom and directors issued an undertaking pursuant to Section 511 of the Companies Act to convert the company to a public
Zambia. limited company within six (6) months of the date of opening of the Offer.

Its registered office address is Kenpipe Plaza, Nanyuki Road, P.O. Box 73442–00200, Nairobi, Kenya.

Principal Objects

The principal object of KPC, as set out in its Memorandum of Association, is to transport, store, handle, process
and treat petroleum products and such other products as may be incidental or ancillary thereto, and to design,
construct, own, operate, maintain and manage pipelines, storage facilities and other related infrastructure, as well
as to provide logistical, transport and related services in connection therewith.

Share Capital

At incorporation, the issued share capital of KPC was KES 1,000,000, divided into 50,000 ordinary shares of KES 20
each, all of which were issued and fully paid up.

Pursuant to a member resolution dated 8th January 2026 KPC undertook a subdivision of its ordinary shares,
resulting in the of KES 387,391,600.00 being divided into 19,369,580,000 ordinary shares of KES 0.02 each. As at the
date of this Information Memorandum, 18,173,299,000 are issued and fully paid up translating into an issued share
capital of KES 363,465,980.00

KPC therefore meets the regulatory requirement that an issuer shall have a minimum issued and fully paid-up
ordinary share capital of Kenya Shillings Fifty Million (KES 50,000,000).

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 Total Assets KPRL Pension Trust Indirect through Kenya 10,000,000.00 100% The trust functions
As at the latest reporting date, the total assets of KPC exceed KES 1,000,000,000 thereby surpassing the prescribed Limited KPRL solely in a trustee
eligibility threshold. capacity and, as such,
(Divided into does not generate
Company Secretary (KPRL holds 100% 10000 Ordinary profits.

The Company Secretary for KPC is Flora Fiona Okoth of ICS Membership No. 1777. of the issued shares of KES
ordinary share 1000 each)
Classification as a State Corporation capital of KPRL
Pension Trust
As at the date of this Information Memorandum, KPC is classified as a state corporation pursuant to the State
Limited (10,000
Corporation Act, Cap 446 of the Laws of Kenya. Upon the successful completion of the IPO, KPC shall automatically
ordinary shares of
cease being classified as a state corporation.
KES 1,000 each).)
KPC is also designated as a National Government Entity for the purposes of the Public Finance Management Act, Cap
412A (the PFMA) to of the Laws of Kenya pursuant to the Declaration of National Government Entities (State Organs)
KPRL
(Legal Notice 33 of 2015). KPC is therefore subject to the provisions of the PFMA as at the date of this Information
Memorandum. It is anticipated that, following the successful close of the IPO, as part of the annual publication of KPRL was incorporated in March 13, 1960 as East Africa Oil Refineries Limited.
the gazette declaring national government entities for the purposes of The PFMA, the Cabinet Secretary, with the
approval of parliament and the Cabinet, will declare the cessation of KPC as a National Government Entity. It changed its name to Kenya Petroleum Refineries Limited by special resolution and approved by the Registrar of
Companies on September 13, 1983.
Licensing
KPC acquired its entire shareholding in Kenya Petroleum Refineries Limited (KPRL) from the National Treasury
KPC holds licences issued by the Energy and Petroleum Regulatory Authority pursuant to the Energy Act, 2019 in pursuant to a share transfer agreement dated 27 October 2023.
respect of its petroleum operations. KPC is also a licensee of the Communications Authority of Kenya under the
Kenya Information and Communications Act, 1998, in connection with the installation, ownership and operation of KPRL is currently listed as a Government-Owned Enterprise under the Government-Owned Enterprises Act (“GoE
fibre-optic and related communications infrastructure. Act”). The GoE Act establishes governance, reporting and accountability requirements for state-owned enterprises
in which the Government of Kenya has ownership and provides for the restructuring of identified GoEs to enhance
Subsidiaries operational efficiency, transparency, and proper management of public assets.

KPC’s principal subsidiary is Kenya Petroleum Refineries Limited (KPRL) registered under the Companies Act under The classification of KPRL as a GoE does not affect KPC’s privatisation, given KPC is the legal and beneficial owner
Company No. C.4676, through which KPC also indirectly holds 100% of the issued share capital of Kenya Petroleum of 1005 of the issued shares of KPRL, but may present challenges to the operational synergies of the two companies
Refineries Pension Trust Limited (KPRL Pension Trust Limited) registered under Company No. C.151206 as members of the same group. Relevant approvals are expected to be obtained in accordance with applicable law.
KPRL is undergoing a dissolution process that is expected to complete alongside its de-gazettement as a GoE.
The table below summarises KPC’s direct and indirect subsidiaries, the nature of shareholding, ownership interest,
and principal activities: Extracts from Articles of Association

Article Extract
Name of Entity Nature of Country of Share Capital Ownership Principal Activities Article 6 (1) A decision of the directors can be taken only—
Shareholding Incorporation Interest Held
by the Group Directors to take (a) at a directors’ meeting; or
decision collec-
tively (b) in the form of a directors’ written resolution.
Kenya Petroleum Direct Kenya 736,000,000 100% KPRL provides storage
Refineries Limited services for imported (2) So long as the CST holds any shares in the company, the following matters shall require
the prior approval of not less than two (2) CST Directors, in addition to any other approvals
(KPRL) petroleum products and required by law:
(Divided into 36, leases its storage tanks
and pipelines to KPC. (a) the appointment or removal of the Managing Director;
800,000 Ordinary
Shares of KES (b) any change of the name or brand of the Company;
20.00 each )
(c) the issue of new shares (other than shares issued pursuant to an approved Employee Share Own-
ership Plan (ESOP)) – for the purposes of this article, the CST Directors shall consider whether
the CST, on behalf of the Government of Kenya, will participate in the proposed issue for the
purposes of retaining its thirty-five per cent (35%) shareholding, and non-participation by the CST
shall be sufficient reason to withhold approval;

(d) any material change to the business plan of the Company, including any material deviation
from the post-IPO strategy disclosed in the Information Memorandum; and

(e) any employee restructuring, retrenchment or redundancy programme implemented within

three (3) years following the IPO.

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 Article 7 (1) Any director may convene a directors’ meeting. Article 21 (1) So long as the CST holds any shares in the Company, the following matters shall require the
approval of not less than two (2) CST Directors:
Convening direc- (2) The company secretary shall convene a directors’ meeting if a director requests it. Reserved Matters
tors’ meetings (a) the appointment or removal of the Managing Director; and
(3) A directors’ meeting is convened by giving notice of the meeting to the directors.
(b) the issuance of new share capital.
(4) A notice of a directors’ meeting is not effective unless it indicates—
(2) The following matters shall require the approval of not less than seventy-five per cent (75%)
(a) its proposed date and time; and of all the Directors for the time being in office and shall not require CST-specific approval:

(b) where it is to take place. (i) any change of name or brand of the Company;

(5) The company shall give notice of a directors’ meeting to each director, but the notice (ii) any material change to the business plan of the Company; and
need not be in writing.
(iii) any employee restructuring or redundancy programme implemented within three (3) years
(6) If a notice of a directors’ meeting has not been given to a director (the failure) but the direc- following the Initial Public Offering.
tor waives his or her entitlement to the notice by giving notice to that effect to the company Article 24 (1) Directors shall be appointed by the Company by ordinary resolution of the Members in accor-
not more than 7 days after the meeting, the failure does not affect the validity of the meet- dance with the Companies Act, 2015 and these Articles, save where appointment rights are
ing, or of any business conducted at it. expressly reserved to a member under these Articles.
Appointment and
retirement of
(7) A failure to give notice of a Directors’ meeting does not invalidate the meeting or any busi- directors (2) A director appointed under sub-article (1)(a) is subject to article 24.
ness conducted at it if the Director entitled to notice waives that entitlement within seven
(7) days after the meeting.
(3) An appointment under sub-article (1)(b) may only be made to—
Article 8 (1) Subject to these articles, directors participate in a directors’ meeting, or part of a directors’
meeting, when— (a) fill a casual vacancy; or
Participation in
directors’ meet- (a) the meeting has been convened and takes place in accordance with these articles; and (b) appoint a director as an addition to the existing directors if the total number of directors
ings does not exceed the number fixed in accordance with these articles.
(b) they can each communicate to the others any information or opinions they have on any
particular item of the business of the meeting. (4) A director appointed under sub-article (1)(b) is required to retire from office at the next annual
general meeting following the appointment.
(2) In determining whether directors are participating in a directors’ meeting, it is irrelevant where
a director is and how they communicate with each other. (5) So long as the CST holds not less than ten per cent (10%) of the issued share capital of the
Company, the CST shall be entitled to appoint not less than one-third (1/3) of the Directors
(3) If all the directors participating in a directors’ meeting are not in the same place, they may (rounded down to the nearest whole number).
regard the meeting as taking place wherever any one of them is.
Article 9 (1) At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, (6) So long as the Oil Marketing Companies (“OMCs”), acting through the Institute, collectively
except a proposal to convene another meeting. hold such shareholding or meet such criteria as may be prescribed under these Articles or
applicable law, the Institute shall be entitled to nominate and appoint one (1) Director to the
Quorum for direc- Board (the Institute Director).
tors’ meetings (2) The quorum for directors’ meetings shall be a majority of the Directors for the time being,
provided that such quorum includes at least one (1) Independent Non-Executive Director and
a CST Director. (7) So long as the Institutional Investor shareholding threshold prescribed under these Articles
continues to be met, the Financial Markets Authority (“FMA”) shall be entitled to nominate and
appoint one (1) Director to the Board (the FMA Director).

Article 10 (1) This article applies if the total number of directors for the time being is less than the quo- (8) The FMA Director shall hold office subject to the Act and these Articles and shall not be sub-
rum required for directors’ meetings. ject to appointment through the Nomination Committee.
Meeting if total
number of direc- (2) If there is only one director, that director shall convene a general meeting to do so and issue (9) The Institute Director shall hold office subject to the provisions of the Act, these Articles, and
tors is less than a formal request to the CST to appoint the relevant CST directors. shall not be subject to appointment through the Nomination Committee.
quorum
(3) If there is more than one director including a CST Director—a directors’ meeting may take (10) Subject to Articles reserving appointment rights to the CST, directors shall be appointed by
place, if it is convened in accordance with these articles and at least 2 directors, including the members in a general meeting upon recommendation of the Nomination Committee.
a CST director, participate in it, with a view to appointing sufficient directors to make up a
quorum or convening a general meeting to do so. (11) In making recommendations, the Nomination Committee shall have regard to—
Article 12 (1) Subject to these articles, a decision is taken at a directors’ meeting by a majority of the
votes of the participating directors. (a) the balance of skills, experience, independence and diversity required for the ef-
Voting at direc- fective governance of a listed public company;
tor’s meetings: (2) Subject to these articles, each director participating in a directors’ meeting has one vote.
general rules (b) the Act, the Capital Markets Act and the CMA Code of Corporate Governance; and

(c) the composition requirements set out in these Articles.

Article 13 No director shall hold a casting vote.
(12) No person shall be proposed for appointment as a Director unless first recommended by the
Casting vote of Nomination Committee, except where appointment is made pursuant to an express member
person presid- appointment right, including and subject to the appointment rights of the CST pursuant to
ing at directors’ these Articles.
meeting
(13) Each Director shall satisfy the fit and proper requirements prescribed under the Companies
Act and the Capital Markets Act.
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 Article 25 (1) All directors shall retire, by rotation, at the first annual general meeting following the IPO, except Article 40 The directors may convene an annual general meeting only by giving members at least 21 days’ notice
the Managing Director and the CST Directors designated as such in the Information Memorandum of the meeting.
Retirement of or their successors. Notice of general
Directors by meetings (1) The directors may convene a general meeting other than an annual general meeting only by giving
Rotation (2) At every subsequent annual general meeting, one-third of the directors for the time being are re- members at least 21 days’ notice of the meeting.
quired to retire from office by rotation.
(2) The notice is to be exclusive of—
(3) Sub-articles (1) and (2) are subject to article 33(2).
(a) the day on for holding the meeting given; and
(4) For the purposes of sub-article (2), if the number of directors is not 3 or a multiple of 3, then the
number nearest one-third are required to retire from office. (b) the day for holding the meeting given.

(5) The directors to retire in every year are to be those who have been longest in office since their last (3) The directors shall ensure that the notice—
appointment or reappointment.
(a) specifies the date and time of the meeting;
(6) For persons who became directors on the same day, those who are to retire are to be determined by
lot, unless they otherwise agree among themselves. (b) specifies the place of the meeting (and if the meeting is to be held in 2 or more places,
the principal place of the meeting and the other place or places of the meeting);
(7) At the annual general meeting at which a director retires and does not offer themselves for re-elec-
tion, are not eligible for re-appointment or are not re-elected, the company may appoint a person to (c) states the general nature of the business to be dealt with at the meeting;
fill the vacated office.
(d) for a notice convening an annual general meeting, states that the meeting is an annual
(8) A person is not eligible for appointment to the office of director at any general meeting unless— general meeting;
(a) the person is a director retiring at the meeting; (e) if a resolution (whether or not a special resolution) is intended to be moved at the
meeting—
(b) the person is recommended by the director, acting through the Nomination Committee,
for appointment to the office; or (i) include notice of the resolution; and
(9) Director nominations shall be made only through the Nomination Committee which shall be chaired (ii) include or be accompanied by a statement containing any information or ex-
by an Independent Non-Executive Director, save for CST nomination rights expressly provided for planation that is reasonably necessary to indicate the purpose of the resolution;
under these Articles.
Article 26 A retiring Director shall be eligible for re-appointment only if the Director continues to satisfy the require- (f) if a special resolution is intended to be moved at the meeting, specifies the intention
ments of the Companies Act, the Capital Markets Act and, where applicable, the independence criteria for and include the text of the special resolution; and
Retiring Director Independent Non-Executive Directors, except where otherwise prescribed by the Board.
Eligible for Re- (g) contains a statement specifying a member’s right to appoint a proxy under section 298
Appointment Notwithstanding the foregoing, where the retiring Director is an FMA Director, such Director shall be of the Act (Right to appoint proxy).
eligible for re-appointment only with the prior concurrence of the FMA and provided that the Institutional
Investor shareholding threshold continues to be met at the time of such re-appointment. (4) Sub-article (4)(e) does not apply in relation to a resolution of which—
Article 29 (1) Directors’ remuneration shall be determined in accordance with a Directors’ Remuneration Policy
approved by the Company at its first annual general meeting following the IPO, and as amended (a) notice has been included in the notice of the meeting under section 278(2) or section
Directors’ remu- from time to time by the Members. 279(2) of the Act; or
neration
(2) A director’s remuneration may— (b) notice has been given under section 289 of the Act (Members’ power to request circu-
lation of resolution for annual general meeting).
(a) take any form; and
(5) Despite the fact that a general meeting is convened by shorter notice than that specified in this
(b) include any arrangements in connection with the payment of a retirement benefit to or article, it is regarded as having been duly convened if it is so agreed—
in respect of that director.
(a) for an annual general meeting, by all the members entitled to attend and vote at the
Article 39 (1) Subject to Division 5 of Part XII of the Act, the company shall, in respect of each financial year of meeting; and
the company, hold a general meeting as its annual general meeting in accordance with section 310
General meetings of the Act (Public companies: annual general meeting).
(b) in any other case, by a majority in number of the members entitled to attend and vote
at the meeting, being a majority together representing at least 95 per cent of the total
(2) The directors may, if they consider appropriate, convene a general meeting. voting rights at the meeting of all the members.
(3) If the directors are required to convene a general meeting under section 277 of the Act (Right of Article 41 (1) Each member and each director are entitled to be given notice of a general meeting.
members to require directors to convene general meeting), they shall convene it in accordance with
section 278 of the Act (Directors duty to convene general meetings required by members). Persons entitled (2) In sub-article (1), the reference to a member includes a transmittee, if the company has been noti-
to receive notice fied of the transmittee’s entitlement to a share.
(4) If the directors do not convene a general meeting in accordance with section 278 of the Act, the of general meet-
members who requested the meeting, or any of them representing more than one half of the total ings (3) If notice of a general meeting or any other document relating to the meeting is required to be given
voting rights of all of them, may themselves convene a general meeting in accordance with section to a member, the company shall give a copy of it to its auditor (if more than one auditor, to each of
279 of the Act (Power of members to convene general meeting at the expense of the company). them) at the same time as the notice or the other document is given to the member.

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 Article 43 (1) A person is able to exercise the right to speak at a general meeting when the person is in a position, Article 48 (1) A resolution put to the vote of a general meeting is to be decided on a show of hands unless a poll
during the meeting, to communicate to all those attending the meeting any information or opinions is duly demanded in accordance with these articles.
Attendance and that the person has on the business of the meeting. General rules on
speaking at gen- voting (2) If there is an equality of votes (whether on a show of hands or on a poll), the person presiding at
eral meetings (2) A person is able to exercise the right to vote at a general meeting when— the meeting at which the show of hands takes place or at which the poll is demanded, is entitled
to a second or casting vote.
(3) the person is, during the meeting, able to vote on resolutions put to the vote at the meeting; and
(3) On a vote on a resolution on a show of hands at a general meeting, a declaration by the person
(4) the person’s vote can be taken into account in determining whether or not those resolutions are presiding that the resolution—
passed at the same time as the votes of all the other persons attending the meeting.
(a) has or has not been passed; or
(5) The directors may make whatever arrangements they consider appropriate to enable those attend-
ing a general meeting to exercise their rights to speak or vote at it. (b) has passed by a particular majority, is conclusive evidence of that fact without proof
of the number or proportion of the votes
(6) In determining attendance at a general meeting, it is immaterial whether any 2 or more members
attending it are in the same place as each other. (c) recorded in favour of or against the resolution.

(7) Two or more persons who are not in the same place as each other attend a general meeting if their (4) An entry in respect of the declaration in the minutes of the meeting is also conclusive evidence of
circumstances are such that if they have rights to speak and vote at the meeting, they are able to that fact without the proof.
exercise them.
Article 44 (1) A members’ resolution shall not be valid unless shareholders representing at least forty per cent
(40%) of the issued share capital are present and voting (in person or by proxy). Article 59 (1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolu-
Quorum for gener- tion if—
al meetings (2) Business other than the appointment of the person presiding at the meeting may not be transacted Amendments to
at a general meeting if the persons attending it do not constitute a quorum. Proposed Resolu- (a) notice of the proposed amendment is given to the company secretary in writing; and
Article 45 (1) If the chairperson (if any) of the board of directors is present at a general meeting and is willing to tions
preside at the meeting, the chairperson is required to preside over the meeting. (b) the proposed amendment does not, in the reasonable opinion of the person presiding
Who is to preside at the meeting, materially alter the scope of the resolution.
at General Meet- (2) The directors present at a general meeting shall elect one of themselves to preside at the meeting
ings if— (2) The notice is required to be given by a person entitled to vote at the general meeting at which it
is to be proposed at least 48 hours before the meeting is to take place (or a later time the person
(a) there is no chairperson of the board of directors; presiding at the meeting determines).

(b) the chairperson is not present within 15 minutes after the time fixed for holding the (3) A special resolution to be proposed at a general meeting may be amended by ordinary resolution
meeting; if—

(c) the chairperson is unwilling to act; or (a) the person presiding at the meeting proposes the amendment at the meeting at
which the special resolution is to be proposed; and
(d) the chairperson has given notice to the company of the intention not to attend the
meeting. (b) the amendment merely corrects a grammatical or other non-substantive error in the
special resolution.
(3) The members present at a general meeting shall elect one of themselves to preside at the meeting
if— (4) If the person presiding at the meeting, acting in good faith, wrongly decides that an amendment
to a resolution is out of order, the vote on that resolution remains valid unless the Court orders
otherwise.
(a) no director is willing to preside at the meeting; or
Article 62 (1) Without affecting any special rights previously conferred on the holders of any existing shares
(b) no director is present within 15 minutes after the time fixed for holding the meeting. or class of shares, the company may issue shares that have—
Powers to issue
A proxy may be elected to preside at a general meeting by a resolution of the company passed at the different classes (a) preferred, deferred or other special rights; or
meeting of shares
(b) any restrictions, whether in regard to dividend, voting, return of capital or otherwise, that the
company may from time to time by ordinary resolution determine.

(2) Subject to Part XX of the Act, the company may issue shares on the terms that they are to be
redeemed, or liable to be redeemed, at the option of the company or the holders of the shares.

(3) The directors may determine the terms, conditions and manner of redemption of the shares.
Article 63 The Company shall establish and maintain an employee share ownership plan (ESOP). The directors are
authorised to allot and issue shares to an ESOP trustee to be held for the benefit of eligible employees,
Employee Share subject to the limits as may be prescribed by the members from time to time.
Ownership Plan

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 Article 82 (1) Subject to the Companies Act, 2015, the Capital Markets Authority (Public Offers, Listings and Article 86 (1) If a member dies, the company may only recognise the following person or persons as having
Disclosures) Regulations, 2025 (the “POLD Regulations”), the rules of any Securities Exchange on which any title to a share of the deceased member—
Transfer of Shares the shares of the Company are listed or proposed to be listed, and any other applicable written law, all Transmission of
shares of the Company intended for public offer or listing shall be freely transferable. Shares (a) if the deceased member was a joint holder of the share, the surviving holder or holders of the
share; and
(2) For the avoidance of doubt, and without limiting the generality of the foregoing, no share of the
Company shall be subject to any restriction on transfer or marketability, including any right of pre-emp- (b) if the deceased member was a sole holder of the share, the legal personal representative of the
tion, right of first refusal, consent requirement, lock-in, transfer pricing mechanism, or any other contrac- deceased member.
tual, constitutional, or administrative arrangement, except to the extent that such restriction is expressly
permitted or mandatorily required by applicable law or the POLD Regulations. (2) Nothing in these articles releases the estate of a deceased member from any liability in respect
of a share that had been jointly held by the deceased member with other persons.
(3) Shares may be transferred by means of a document of transfer in any usual form or any other
form approved by the directors, which is executed by or on behalf of both the transferor and the trans- Article 90 The company may by ordinary resolution alter its share capital in any one or more of the ways set out in
feree. Division 1 of Part XV of the Act (Alteration and consolidation of share capital).
Alteration of
(4) A fee may not be charged by the company for registering any document of transferor other Share Capital
document relating to or affecting the title to any share. Article 91 The company may by special resolution reduce its share capital in accordance with Division 2 of Part XV
of the Act (Reduction of share capital.
(5) The company may retain any document of transfer that is registered. Reduction of
share capital
(6) The transferor remains the holder of a share until the transferee’s name is entered in the register
of members as holder of it.
Article 93 The directors may not exercise any power conferred on them to allot shares in the company without the
prior authorisation of the company by resolution if the authorisation is required by section 329 of the Act
Allotment of (Power of directors to allot shares: authorisation by company) and the approval of the CST.
Article 83 The directors shall have the power to issue shares, including bonus shares, exclusively to the CST only Shares
for the purposes of enabling the CST retain its percentage shareholding as at the date of listing the Com-
Power to Issue pany. The power to issue these shares, including bonus shares, shall only be exercisable by the directors Article 94 (1) The directors may from time to time pay the members interim dividends that appear to the
Shares (ESOP to avoid a dilution arising from the issuance of shares to the ESOP. directors to be justified by the profits of the company.
Dilution) Procedure for De-
claring Dividends (2) A dividend may be paid only out of the profits in accordance with Part XVII of the Act (How
company’s assets are to be distributed).

(3) Unless the members’ resolution to declare or directors’ decision to pay a dividend, or the terms
on which shares are issued, specify otherwise, it is payable by reference to each member’s holding of
Article 85 (1) The directors may refuse to register the transfer of a share if— shares on the date of the resolution or decision to declare or pay it.
Power of Directors (a) the share is not fully paid; (4) Before recommending any dividend, the directors may set aside out of the profits of the compa-
to Refuse Transfer ny any sums they consider appropriate as reserves.
of Shares (b) the document of transfer is not lodged at the company’s registered office or another place
that the directors have appointed; (5) The directors may—
(c) the document of transfer is not accompanied by the certificate for the share to which it (a) apply the reserves for any purpose to which the profits of the company may be properly applied;
relates, or other evidence the directors reasonably require to show the transferor’s right to and
make the transfer, or evidence of the right of someone other than the transferor to make
the transfer on the transferor’s behalf; or (b) pending such an application, employ the reserves in the business of the company or invest them
in any investments (other than shares of the company) that they consider appropriate.
(d) the transfer is in respect of more than one class of shares.
(6) The directors may also without placing the sums to reserve carry forward any profits that they
(2) If the directors refuse to register the transfer of a share— think prudent not to divide.
(a) the transferor or transferee may request a statement of the reasons for the refusal; and Article 95 (1) Dividends are valid only if they are—

(b) the document of transfer is required to be returned to the transferor or transferee who lodged it Calculation of (a) declared and paid according to the amounts paid on the shares in respect of which the
unless the directors suspect that the proposed transfer may be fraudulent. Dividends dividend is paid; and

(3) The document of transfer is required to be returned in accordance with sub-article (2) (b) to- (b) apportioned and paid proportionately to the amounts paid on the shares during any portion or
gether with a notice of refusal within 2 months after the date on which the document of transfer was portions of the period in respect of which the dividend is paid.
lodged with the company.
(2) Sub-article (1) is subject to any rights of persons who are entitled to shares with special rights
(4) If a request is made under sub-article (2)(a), the directors shall, within 28 days after receiving regarding dividend.
the request—
(3) If a share is issued on terms providing that it ranks for dividend as from a particular date, the
(a) send the transferor or transferee who made the request a statement of the reasons for the share ranks for dividend accordingly.
refusal; or
(4) For the purposes of this article, an amount paid on a share in advance of calls isnot to be
(b) register the transfer. treated as paid on the share.

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 Article 96 (1) If a dividend or other sum that is a distribution is payable in respect of a share, it is pay- dematerialized security by the CDSC under section 24 of the Central Depositories Act (CAP. 485C), therefore
able only by one or more of the following means: share certificates will not be issued and shares held will be deposited in each investor’s CDSC account; and
Payment of divi-
dends and other (a) a transfer to a bank account specified by the distribution recipient either in writing or as (d) No Objections: the letters of no objection from the Energy and Petroleum Regulatory Authority (EPRA), the
distributions the directors decide; Communications Authority of Kenya (CA) and the Competition Authority of Kenya (CAK) have been issued in
(b) sending a cheque made payable to the distribution recipient by post— connection with the Offer.

(i) if the distribution recipient is a holder of the relevant share—to the Material Litigation
distribution recipient at that recipient’s registered address; or
From time to time, KPC and its subsidiaries are parties to various claims, suits, regulatory inquiries, and other legal
(ii) in any other case — to an address specified by the distribution recipient proceedings that arise in the ordinary course of business. These matters may involve commercial, contractual,
either in writing or as the directors decide; environmental, tax, employment, regulatory and other claims and disputes that are typical for an enterprise of the
(c) sending a cheque made payable to the specified person by post to the specified person at Group’s size and scope.
the address the distribution recipient has specified either in writing or as the directors decide;
The following is a summary of the main material claims against KPC:
(d) any other means of payment as the directors agree with the distribution recipient either in No. Case Remarks Current Status
writing or as the directors decide.
1 Kimeu & 3,074 Others vs KPC & KPC was the respondent in a constitutional and The Court of Appeal shall deliver
(2) In this article—specified person means a person specified by the distribution recipient Another environmental petition relating to allegations a substantive Ruling on the
either in writing or as the directors decide. on environmental contamination affecting land, application for stay of execution
Article 102 (1) The company may by ordinary resolution on the recommendation of the recommendation water resources, livelihoods and associated pending appeal on 15th May, 2026
of the directors capitalise profits.
constitutional rights of affected communities
Capitalisation of
Profits (2) If the capitalisation is to be accompanied by the issue of shares or debentures, the along the Thange River area.
directors may apply the sum capitalised in the proportions in which the members would be entitled
if the sum was distributed by way of dividend, except in circumstances where article 83 (ESOP The High Court issued declaratory and
Anti-dilution) applies. remedial orders, including orders relating to
(3) To the extent necessary to adjust the rights of the members among themselves environmental restoration and compensatory
if shares or debentures become issuable in fractions, the directors may make any arrange- relief. The aggregate financial exposure arising
ments they consider appropriate, including the issuing of fractional certificates or the from the decision to KPC is approximately KES
making of cash payments or adopting a rounding policy
2,595,065,340.00.

KPC has appealed the decision to the Court

of Appeal. The matter is currently pending
Employee Share Ownership Plan (ESOP) determination, and an interim stay of execution
has been granted, suspending enforcement of
The sole member of KPC has approved the establishment of an ESOP for the benefit of the Company’s employees.
the impugned orders pending the hearing and
The ESOP is intended to serve as a mechanism for employee attraction, motivation and long-term retention and will
determination of the appeal.
comprise up to 1.5% of the issued share capital of the Company.
KPC is actively pursuing the appeal.
No further shareholder approval will be sought in respect of the ESOP following the listing of the Offer Shares, except
that the ESOP will be subject to approval by the Capital Markets Authority. KPC will bear all costs associated with
the establishment and administration of the ESOP.

The implementation and operation of the ESOP is subject to the anti-dilution mechanisms set out in KPC’s amended
and restated articles of association, which preserve the Vendor’s minimum shareholding notwithstanding any
issuance of shares under the ESOP.

Reporting in respect of the ESOP will be undertaken in accordance with the Public Offers and Listings Regulations
and the applicable disclosure requirements, and details of the ESOP will be disclosed in KPC’s Annual Report.

Approvals

(a) Capital Markets Authority: A copy of this Information Memorandum has been delivered to the CMA, and
approval has been granted in relation to the Offer;

(b) Listing of the Notes of the Nairobi Securities Exchange: KPC has obtained authorisation of the NSE for all
or a portion of the Offer Shares to be admitted on the official list of the Nairobi Securities Exchange;

(c) Dematerialized Security: An application has been made for the Offer Shares to be prescribed as a

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 2 Constitutional Matters Challenging Kenya Pipeline Company is a respondent in Highlighting of submissions 4 Constitutional Petition Challenging The petition is brought against the National The matter is currently pending
the Privatization Process constitutional petitions challenging aspects of in relation to the petitions is Both Privatisation Act and the Executive, Attorney-General, Privatisation before the High Court, and no final
the privatisation. scheduled for 5 February 2026. Privatisation of KPC Commission/Authority, the KPC Board, determination has been made.
HCCHPET/E517/2025 – COFEK vs
the National Assembly, IMF, and individual
National Treasury & Others The petitions have been brought by, among HCCHRPET/E001/2026 – Okiya
commissioners, with Katiba Institute and the Law
others, the Kenya Petroleum & Oil Workers Omtatah Okoiti & 2 Others v The
HCCHPET/E546/2025 – KPOWU vs Society of Kenya as interested parties.
Union and the Consumers Federation of Kenya, National Executive & Others
National Treasury & Others
with a related petition filed by Transparency The petition raises issues relating to the
HCCHRPET/E661/2025 – TI Kenya & International, and raise issues relating to statutory framework governing privatization, the
Others vs AG & Others public and stakeholder participation, labour composition and authority of the Privatisation
and employee considerations, national security Commission/Authority, and the process adopted
concerns, and alleged compliance with the for KPC’s proposed divestiture.
applicable privatisation framework.
The matter is currently pending before the High
The High Court has directed that the petitions be Court, and no final determination has been
consolidated, with all interlocutory applications made. There are no interim conservatory orders
subsumed into the main proceedings. affecting the Offer. KPC continues to monitor the
proceedings. The outcome remains uncertain,
No injunctive relief is currently in force, and
and no liability has crystallized at this stage
the privatisation process is not presently
restrained. The proceedings remain pending final KPC has retained qualified external legal counsel to assist with the defence and management of litigation and other
determination. While the outcome is uncertain, legal matters, which legal counsel work under the direction of KPC’s in-house legal function. Management and the
any relief granted by the Court is expected to be Board of Directors receive regular updates on the status of significant legal matters, including projected exposures
declaratory or procedural in nature. and developments.

The substantive issues arising from these In the opinion of the Directors, after consultation with legal advisors and based on information available as at the
proceedings are addressed in the relevant date of this Information Memorandum, save as otherwise disclosed in this Information Memorandum, the ultimate
sections of this report, and KPC will continue resolution of current proceedings, individually or in the aggregate, is not expected to have a material adverse effect
to monitor and respond to developments as on KPC’s business, financial condition, results of operations, prospects or ability to fulfil its obligations in connection
appropriate. with the Offer. Accordingly, no liabilities are expected to arise other than those reflected in or provided for in the
audited financial statements or included elsewhere in this Information Memorandum.

3 Constitutional Petitions Challenging While KPC is not a respondent in these The matters are currently As at the date of this Information Memorandum, KPC has made provisions in its financial statements for certain
the Privatization Act constitutional petitions challenging the validity pending before the High Court material litigation matters where such provisions are considered appropriate and required under applicable
and application of the Privatization Act, 2025, (Constitutional & Human Rights accounting standards, reflecting management’s current best estimate of the expected obligations.
HCCHPET/E714/2025 – Abdulhakim
the petitions raise questions regarding the Division), and no final determination
Dahir Sheikh & Another vs National Material Contracts
current legislative framework underpinning the has been made. Highlighting of
Assembly
proposed privatization of the KPC submissions in both cases is The following contracts are material to the business of KPC. These contracts have been entered into in the ordinary
HCCHRPET/E747/2025 – TI Kenya & Scheduled for January 28, 2025. course of business and are legally binding. The list is not exhaustive and does not include contracts entered into in
Others vs AG & Other the ordinary course that are not material.

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 TRANSPORTATION AND STORAGE AGREEMENTS WITH OIL MARKETING COMPANIES (OMCs) 13. Oryx Energy Kenya Limited 625,419,211
14. Dalbit Petroleum Limited 618,845,481
Subject matter Transportation and Storage Agreements 15. Hero Petroleum Limited 570,625,266
Parties Individual contracts between KPC and each of the Oil Marketing Companies listed 16. Costalina Energy Limited 535,871,113
in the Annex below.

Each contract bears the same terms under the principle of Equal Treatment: TRANSPORTATION AND STORAGE AGREEMENT WITH UGANDA NATIONAL OIL COMPANY LIMITED (UNOC)
“KPC shall not extend or permit to be extended to any other party using the same
System, Transportation Storage and Delivery terms and conditions substantially or
Subject matter Transportation and Storage Agreement
materially different from those provided in this agreement.”
Parties KPC & UNOC
Contract sum No specific contract sum
Each contract bears the same terms under the principle of Equal Treatment:
For each standard cubic metre of Product delivered at a Point of Delivery,
“KPC shall not extend or permit to be extended to any other party using the same
the OMC pays a tariff exclusive of all statutory charges and taxes. The applicable
System, Transportation Storage and Delivery terms and conditions substantially or
tariff is as agreed in the contract or as may be reviewed by KPC from time to time
materially different from those provided in this agreement.”
and approved by EPRA.
Contract sum No specific contract sum
Term & Termination Provisions Varied terms (periods) of contract.
For each standard cubic metre of Product delivered at a Point of Delivery, an Oil
Either party may terminate the contract: a) if the other party does not remedy a
Marketing Company (OMC) pays a tariff exclusive of all statutory charges and
breach of their respective obligations under the contract within 30 days of the
taxes. The applicable tariff is as agreed in the contract or as may be reviewed by
notice of breach; b) commits a material breach of a directive given by any
KPC from time to time and approved by EPRA.
Governmental Authority or withdrawal of licenses; c) either party becomes insolvent
or bankrupt; or the OMC colludes with KPC employees and agents to steal and or Term & Termination Provisions Either party may terminate the contract: a) if the other party does not remedy a
divert product from KPC’s system. breach of their respective obligations under the contract within 30 days of the notice
of breach; b) commits a material breach of a directive given by any Governmental
Start Date Varied.
Authority or withdrawal of licenses; c) either party becomes insolvent or bankrupt;
Liability No specific clause on limitation of liability. Liability is therefore uncapped, subject
or the OMC colludes with KPC employees and agents to steal and or divert product
only to each party’s obligations, statutory limits, remoteness, causation, and any
from KPC’s system.
implied exclusions recognised by law.
Start Date 13th May 2024
Governing Law & Dispute Resolution Kenyan Law
Liability No specific clause on limitation of liability. Liability is therefore uncapped, subject
Disputes are to be resolved amicably by direct informal negotiation and only to each party’s obligations, statutory limits, remoteness, causation, and any
if parties are unable to resolve the dispute 30 days from the commencement of implied exclusions recognized by law.
such informal negotiations, either party may require that the dispute be referred for Governing Law & Dispute Resolution Kenyan Law
resolution to the formal mechanisms provided under the Laws of Kenya.
Disputes are to be resolved amicably by direct informal negotiation and if parties
Annex of TSA Material Oil Marketing Companies Contracts as Disclosed by KPC are unable to resolve the dispute 30 days from the commencement of such informal
negotiations, either party may require that the dispute be referred for resolution to
the formal mechanisms provided under the Laws of Kenya.
OMC Name Service charge fees in FY 2024/2025 (in Kshs.)
1. Vivo Energy Kenya Ltd 4,948,043,500
2. Total Energies Marketing K 4,207,507,341
3. Rubis Energy Kenya Plc 3,127,982,107
4. Gulf Energy Limited 2,629,673,598
5. Lake Oil Limited 1,457,739,653
6. Uganda National Oil Company 1,280,065,429
7. Galana Energies Limited 981,932,868
8. Stabex International Limi 952,979,633
9. Hass Petroleum Limited 948,189,462
10. Be Energy Limited 912,839,467
11. Oilcom Kenya Limited 773,422,743
12. Ola Energy Kenya Limited 754,388,109

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 MAINTENANCE AND ENGINEERING, PROCUREMENT AND CONSTRUCTION (EPC) CONTRACTS 23.1 LAND AND LEASEHOLD INTERESTS
KPC owns and occupies a substantial portfolio of land and property assets across Kenya, which are utilised in the
Subject matter Contract for Engineering, Procurement and Construction (EPC) of Tanks and Inter- operation of its pipeline, storage, pumping, administrative, residential and other support infrastructure.
tanks Flow Rate Enhancement for Western Kenya Depots – P27 Lot 2
KPC holds interests in certain parcels of land in respect of which the full purchase consideration has been paid
Parties KPC & Warren Enterprises Limited
and vacant possession has been obtained, and on which KPC has undertaken substantial developments and
Contract sum USD 15,258,022.65
improvements in furtherance of its operations. However, in some instances, formal registration of title or leasehold
Term & Termination Provisions 24 months interests in the name of KPC remains in progress.
KPC has the right to terminate: for breach of contract by the contractor; if the Pending completion of registration, certain land and leasehold interests have not been assigned a value for valuation
contractor sub-contracts the major part or whole of the works or assigns the purposes. The aggregate value of land currently excluded from the valuation on this basis is approximately KES
contract without the agreement of KPC; if the contractor becomes bankrupt or 1.1 billion. A summary of outstanding registrations is set out below. Notwithstanding the foregoing, the value of
otherwise insolvent; if the contractor gives or offers to give (directly or indirectly) improvements on the relevant parcels was taken into account for the purposes of the final valuation.
to any person any bribe, gift, gratuity, commission or other thing of value, as an
inducement or reward for doing any action in relation to the contract (save in KPC has not experienced any interruption to its operations as a result of the pending registration or regularisation
relation to the contractor’s personnel). of any land or leasehold interests and continues to engage with the relevant authorities and counterparties to
complete the necessary legal and administrative processes.
Contractor has a right to terminate if; KPC fails to comply with its payment obligations
within certain periods; KPC fails to perform its obligations under the contract in Save as disclosed elsewhere in this Information Memorandum, KPC is not aware of any material title defects,
such a manner as to materially and adversely affect the economic balance of the encumbrances or disputes affecting its material land and leasehold assets that would have a material adverse
contract and/or the ability of the contractor to perform their obligations; if there is effect on its business or the Offer.
a prolonged suspension of works; if KPC becomes bankrupt or insolvent etc.
Leases - Asharami Synergies Limited
Start Date 30th May 2025
Liability Neither party shall be liable to the other party, whether in contract, tort, or otherwise, KPRL has leased approximately 23.19 acres of land to Asharami Synergies Limited under commercial arrangements
for any indirect consequential loss or damage, loss of use, loss of production, for the establishment and operation of a liquefied petroleum gas (LPG) facility for a term of thirty-one (31) years,
or loss of profits or interest costs, which may be suffered by the other party in commencing on the date specified in the lease agreement. Pursuant to the lease, Asharami Synergies Limited has
connection with the contract except as specifically provided as any obligation of possession and operational control of the land and facility for the lease term, subject to the terms and conditions of
the party in the contract. the lease. Upon expiry of the lease, the land will revert to KPC.

The total liability of the contractor to KPC under the contract shall not exceed Accordingly, for valuation purposes, the asset is not recognised by KPC or KPRL during the subsistence of the
the sum resulting from the application of the multiplier (less or greater than one) lease and has therefore been excluded in the Fixed Asset Valuation Report, that has been provided to investors as a
specified in the particular conditions of the contract, to the contract price or, if a document available for inspection. Income accruing under the terms of the lease is recognized in KPRL’s Profit and
multiplier is not so specified, the total contract price. Loss Statements.
Governing Law & Dispute Resolution Kenyan Law
23.1.1 Key Land and Leasehold Assets Pending Registration
Disputes are to be resolved amicably by direct informal negotiation after serving
the other party with a Notice of Dissatisfaction. If after 56 days from the date of the
No. Property Description Title No. or Description Value in Kshs.
Notice of Dissatisfaction, parties have been unable to resolve the dispute, either
party may move to commence arbitration. The award by the arbitrator shall be final 1 12 Plots Ngong Forest Row PS 22 Staff Housing Longonot Kijabe Block 6/978 291,673,100.00
and binding.
(Kiambu Nyakinyua)
2 PS 22 Pump Station Longonot Kijabe Block 6/7481 112,900,000.00
There are no agreements, arrangements or contracts entered into outside the ordinary course of business of KPC,
that could reasonably be expected to have a material adverse effect on the KPC’s operations, financial condition, or
(Kiambu Nyakinyua)
prospects. 3 PS 23 and KPC Training and Conference Centre N/A 385,300,000.00
4 PS 26A Olare Scheme Burnt Forest Plot No. 47 4,300,000.00
There are no contracts whose validity, enforceability, or continued existence would be adversely affected by the IPO
5 PS 5 Mtito Andei Mangelete Scheme Title No. 2464 (Part) 332,300,000.00
or the Offer.
6 Konza PS 8 Konza South Block 4 (Aimi Ma 77,300,000.00

Kilingu)/1524
7 PS 3 Maungu Title No. 24360 (Part) 123,512,000.00

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 23.2 PRINCIPAL ESTABLISHMENTS 23.3 INTERCOMPANY FINANCE
Set out below is a summary of selected properties that comprise the KPC’s principal operational and support assets Prior to the acquisition of KPRL by KPC, the National Treasury, in its capacity as member of KPRL, had advanced
and which have been developed with permanent improvements as indicated. various short-term funding facilities to KPC in an aggregate amount of KES 1,634,945,444. These amounts were
assigned to KPC as part of the restructuring process pursuant to which KPC acquired KPRL.

S/No County Location / Title Reference Improvements As at the date of this Information Memorandum the entire outstanding loans amount of KES 1,634,945,444 was
1 Nairobi County L.R. No. 209/16876 (Nairobi Block A modern corporate office complex with extensive with the approval of the National Treasury, converted to equity.
58/595) industrial, administrative and support infrastructure
23.4 BORROWINGS
L.R. No. 9042/225 Enclosed tank farm supported by an administrative block, a
workshop, a garage and a gate house As at the date of this Information Memorandum, KPC has no outstanding borrowings, loan facilities, overdrafts,
2 Kajiado County Title No. Kajiado/Kaputiei- Fully operational pump station with several supporting debentures, or other interest-bearing indebtedness, save for borrowings at the subsidiary level by Kenya Petroleum
South/1085 & 1255 buildings and infrastructure Refineries Limited (KPRL). This being (i) a dollar denominated facility and overdrafts in the aggregate amount of KES
3 Nakuru County Longonot/Kijabe Block 6/7481 Pump station supported by facilities accommodating 2,000,753,873, and (ii) short term loans from the Government of Kenya in the amount of KES 1,634,945,444.
(Kiambu Nyakinyua) operational, control, fire safety, security and staff functions As noted above, the short-term loans from the Government of Kenya have since been converted from debt to equity.
L.R. No. 11367/5 Pump Station 23, operational area and adjoining training KPRL continues to service and offset its obligations and as at the date of this Information Memorandum is not in
and conference centre breach of any borrowing arrangements.
L.R. No. 11964/23 Pump station, control room building and gatehouse
KPC has not granted any material guarantees or provided any security in respect of the indebtedness of any third
4 Uasin Gishu Pump Station No. 26A, Olare Partially developed to support operational and residential
party.
County Scheme, Burnt Forest Plot No. 47 functions
Eldoret Municipality/Block 11/190 Pump Station No. 27 supporting administrative and Save as disclosed elsewhere in this Information Memorandum, there are no arrangements pursuant to which
operational functions KPC is required, or has undertaken, to incur borrowings, and there are no material contingent liabilities relating to
Eldoret Municipality/Block 11/792 Pump Station No. 27 supporting administrative and indebtedness.
operational functions
23.5 LEGAL OPINION
6 Mombasa L.R. No. MN/VI/3430 Regional headquarters for KPC Mombasa region and Pump
County Station 1 TripleOKLaw Advocates LLP and G&A Advocates LLP have given a legal opinion dealing with the matters referred to
Aviation Depot, Moi International Airport depot and Pump Station 12 in Section 19 of the Capital Markets (Public Offers, Listing and Disclosure) Regulations, 2023. A copy of the opinion
Airport (PS 12) is set out in Appendix IV of this Information Memorandum and is available for inspection as noted in the Documents
Mainland North/Section VI/1223 Refinery, tank farms, industrial and administrative buildings Available for Inspection. See Section 23.9 below.
and staff housing
23.6 CONSENTS
Mainland North/Section VI/2574 Tank farms, control building, substation, guard buildings
and gatehouses PricewaterhouseCoopers LLP, Certified Public Accountant Firm, acting as Reporting Accountant in respect of the
7 Kwale County L.R. No. Samburu/Kwale South/61 Pump Station 2 Offer, has given and has not withdrawn its consent to the issue of this Information Memorandum with the inclusion
8 Taita Taveta Maungu Pump Station No. 3 (PS 3) Pump station with permanent buildings and engineered in it of its reports in the form and context in which they are included.
County installations The firms of TripleOKLaw Advocates LLP and G&A Advocates LLP, as transaction Legal Counsel in respect of the
Manyani Pump Station No. 4 (PS 4) Pump station with administration building, generator, Offer, have given and have not withdrawn their written consent to the issue of this Information Memorandum with the
mechanical block and staff housing inclusion in it of their legal opinion in the form and context in which it is included.
9 Makueni Mang’elete Settlement Scheme Administration and control building, generator, mechanical
County 2464 (PS 5) block, security houses and residential estate 23.7 CONFLICT OF INTEREST
L.R. No. Makueni/Kiboko ‘A’/897 Pump station with administration building, generator and As at the date of this Information Memorandum, the Directors, members of the administrative, management, or
(PS 6) staff housing supervisory bodies of KPC, and the experts referred to herein, have no known conflicts between their duties to KPC
Konza South/Konza South Block 4 Pump station with purpose built buildings including and their private interests or other obligations that could materially affect the Offer Shares.
(Aimi Ma Kilingu) /1526 & 1524 firefighting shed, pump shed and ablution block
None of the experts or advisers named in this Information Memorandum holds an interest in KPC or its subsidiaries
that is material to such person. However, it cannot be ruled out that such persons may hold interests at the time
of the offer of the Offer Shares. The existence and materiality of any such interests will depend on the facts and
circumstances prevailing at the time of the Offer.

23.8 GENERAL INFORMATION

1. Save as disclosed in this Information Memorandum, there have been no interruptions in the business of KPC
which may have or have had during the past nine months a material adverse effect on the financial position

Kenya Pipeline Company IPO Prospectus | 125

124
 of KPC. 7. Fixed Asset Valuation Report

2. There are no arrangements under which future dividends are waived or agreed to be waived, save as may be 8. Business Valuation Report
disclosed in this Information Memorandum or as may arise under applicable law.
9. A certified copy of the legal opinion of the Legal Advisers
3. KPC has not made any loans to third parties
10. Certified copies of the transaction agreements each made by and between the Privatization Authority (as
4. The Directors of KPC are not aware of any shareholder, director or member of the KPC’s management, implementing agent of the Vendor) and each advisor.
supervisory or administrative bodies who intends, directly or indirectly, to hold more than 5% of the Offer
11. A certified copy of this Information Memorandum
Shares upon completion of the Offer, other than the Government of Kenya as disclosed in this Information
Memorandum. 12. A certified copy of the approval of CMA in respect of the Offer
5. KPC’s major shareholder, the National Treasury, will not have different voting rights; all shares carry equal 13. A certified copy of the authorisation of the NSE in respect of admitting the Offer Shares for listing
voting rights.
14. A certified copy of the no objection letter by EPRA.
6. All shareholders have statutory pre-emptive rights on the issuance of new shares under the Companies Act,
2015, except in circumstances where such rights are excluded or disapplied in accordance with the Act. 15. A certified copy of the no objection letter by CA.

7. Save as disclosed in this Information Memorandum, KPC does not have any shares that do not represent 16. A certified copy of the no objection letter by CAK.
share capital, nor does it have any outstanding convertible debt securities, exchangeable debt securities or
17. Written consents from the experts referred herein for the issue of the Information Memorandum
debt securities with warrants.
18. Certified copies of the directors’ service agreements
8. KPC has not made any material investments in other undertakings during the last five financial years or
during the current financial year.

9. Neither the Government of Kenya nor any of its ministries, departments, or agencies will participate as
an applicant in the Offer, except as permitted by law and save to the extent disclosed in relation to the
Government’s retained shareholding following completion of the Offer.

10. KPC has sufficient working capital for its present requirements and that its operating cash flows are adequate
to meet its foreseeable obligations.

11. The Company maintains a Research and Innovation Policy that guides its approach to developing and
implementing new ideas, technologies and processes.

12. The financial statements included in this Information Memorandum have been prepared in Kenya Shillings.

23.9 DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents, will, when published, be available for inspection at (i) the offices of KPC: Kenpipe
Plaza, Sekondi Road Off Nanyuki Road, Industrial Area - Nairobi (ii) Electronic channels officially designated in
relation to the Offer, with the main IPO offer website being [Link]

Any information contained on this website does not form part of, and should not be relied upon as part of, this
Information Memorandum unless such information is expressly incorporated by reference into this Prospectus.

1. Amended and Restated Articles of Association of KPC

2. The audited consolidated financial statement of KPC Group for the financial year ended 30 June 2025;

3. The resolution of the Board approving the Offer

4. The resolution of the Vendor approving the Offer

5. The Reporting Accountant’s Report and [Statement of Adjustments] as reproduced in this Information
Memorandum;

6. Management accounts for the three months period July – September 2025

Kenya Pipeline Company IPO Prospectus | 127

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 23.10 ESTIMATED EXPENSES OF THE OFFER
Appendix I: Authorised Selling Agents
NAME ROLE FEES AMOUNT (KES) Faida Investment Bank Ltd Dyer & Blair Investment Bank Ltd Francis Drummond & Company Ltd

1 Faida Investment Bank Lead Transaction Advisor Advisory fees: Ksh.98,600,000.00 Crawford Business Park, Ground Floor, Goodman Tower, 7th floor, Finance House, 14th Floor, Loita Street
State House Road.
Success fees:1.00% plus 16% VAT on gross P. O. Box 45236-00100 P.O. Box 45396 00100 P.O. Box 45465 00100
proceeds of funds raised
Tel: +254-20-7606026-35 Tel: 0709930000. Tel: 318690/318689
2 TripleOKLaw LLP (Incorporating Legal Advisor Ksh.31,900,000.00 Email: customerservice@[Link] Email: shares@[Link] Email: info@[Link]
G&A Advocates LLP
Web: [Link] Web: [Link] Web: [Link]
3 PriceWaterhouseCoopers LLP Reporting Accountant Ksh.13,449,803.00
Suntra Investment Bank Ltd OMNI MARCHE SECURITE (OMS) AFRICA LTD SBG Securities Ltd
4 Dyer and Blair Investment Bank & Lead Sponsoring and Ksh. 2,749,911.00
Nation Centre,7th Floor, 4th Avenue Towers, 13th Floor, CfC Stanbic Centre, 58 Westlands Rd,
Francis Drummond as Co-Sponsor- Co-Sponsoring Broker
ing Broker 4th Ngong Avenue, Upperhill
5 Image Registrars Registrar and Data Process- Advisory fees: Ksh.28,298,200.00 P.O. Box 74016-00200 P. O. Box 2151–00202 P. O. Box 47198 – 00100
ing Agent Tel: Tel: 0709 004 330 / 0709 004 331 / 0709 004 332 Tel: 3638900
Reimbursable – Ksh.42,046,926.00 2870000/247530/2223330/2211846 0724 226 600 / 0709 004 300
Email: info@[Link] Email: info@[Link] Email: sbgs@[Link]
Total: Ksh. 70,345,126.00
Web: [Link] Web: [Link] Web: [Link]
6 Apex Communications Limited Public Relations Consultancy Ksh.42,126,000
Kingdom Securities Ltd ABC Capital Ltd Sterling Capital Ltd

7 Belva Digital Limited Advertising Agency Ksh.12,258,000.00 Co-operative Bank House,5th Floor, IPS Building, 5th floor, Delta Corner Annex building - 5th Floor,
Ring Road,
8 Stanbic Bank Kenya Limited Receiving Bank Ksh.2,784,000.00 P.O Box 48231 00100 P.O. Box 34137-00100 P.O. Box 45080- 00100
9 KCB Bank Limited Receiving Bank Ksh.3,600,000.00 Tel: 3276940/3276256/3276154 Tel: 2246036/2245971 Tel: 2213914/244077/
10 Co-operative Bank of Kenya Limited Receiving Bank Ksh.9,962,490.00 0723153219/0734219146
11 CMA Approval Fees Maximum fee – Ksh 30,000,000.00 Email: info@[Link] Email: headoffice@[Link] Email: info@[Link]
12 NSE Listing Fees Maximum fee – Ksh 1,500,000.00 Web: [Link]

13 Placement fees 1.5% being 1,594,706,987.25 AIB-AXYS Africa EFG Hermes Kenya Limited Standard Investment Bank Ltd

14 Advertising Cost (Third party costs) 40,000,000.00 The Promenade 5th Floor, General Orbit Place, 8th Floor, Westlands Road, ICEA Building, 16th floor,

15 Printing Cost 6,250,000.00 Mathenge Drive, Westlands ,

16 Other 12,500,000.00 P.O. Box 43676- 00100 P.O Box 349, 00623 P. O. Box 13714- 00800
Tel: +254-020-7602525/020 2226440 Tel: +254 (020) 3743040 Tel: 2228963/2228967/2228969
TOTAL COST 2,993,823,382.75
Email: info@[Link] Email: kenyaoperations@[Link] Email: info@[Link]
Web: [Link] Web: [Link] Web: [Link]
23.11 ESTIMATED EXPENSE AMOUNT PER SHARE Kestrel Capital (EA) Limited Pergamon Investment Bank Renaissance Capital (Kenya) Ltd
Pramukh Towers, 10th Floor Delta Chambers 4th Floor, Waiyaki Way Pramukh Towers, 4th Floor
Total No of Shares 18,173,299,000.00 P.O. Box 40005-00100 P.O Box 25749 – 00603, Nairobi P.O Box 40560-00100
65% Tel: 251758/2251893,2251815 Tel: +254 709227100 Tel: 3682000
Shares on Offer 11,812,644,350.00
Email: info@[Link] Email: info@[Link] Email: infokenya@[Link]
Price 9.00
Genghis Capital Ltd NCBA Investment Bank Limited Equity Investment Bank Limited
Total to be raised 106,313,799,150.00
1st Floor, Purshottam Place Building, 3rd Floor, NCBA Annex, Hospital Road, Upper Hill, Equity Centre, Hospital Road, Upper Hill,
Placement Commission 1.50%
Westlands Road,
Placement Fee 1,594,706,987.25
P.O Box 9959-00100, Nairobi Kenya P.O Box 44599-00100, Nairobi P.O Box 75104 – 00200
Fee per share 0.1350
Tel: +254 730145000 / +254 Tel: +254 20 2884444, +254711056444, +254 732 Tel: +254-20-2262477, +254-732-112477
709185000 156444
Email: contact@[Link]
Email: info@[Link] Web: [Link] Web: [Link]

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 KCB Investment Bank
Kencom House 2nd Floor,
Absa Securities Limited
Absa Headquarters, Waiyaki Way,
Capital A Investment Bank
Mayfair Suites, 4th Floor
Appendix II: Sample Application Form
P.O Box 48400 – 00100 PO Box 30120, 00100 P.O Box 19018-00100
Tel: +254 711 012 000 / 734 108 200, Tel: +254(732)130120/ +254(722)130120 Tel: +254-735 571530, +254-714 646406
Appendix II: Sample Application Form
+254 20 3270000
Email: investmentbanking@[Link] Email: [Link]@[Link] Email: info@[Link]
Web: [Link] Web: [Link] SERIAL NO
Dry Associates APPLICATION FORM
KENYA PIPELINE COMPANY INITIAL PUBLIC OFFER (IPO)
Dry Associates Headquarters
188 Loresho Ridge Road, Loresho
P.O. Box 684-00606 Unless otherwise defined in this section or required by the context, capitalized terms shall have the meanings ascribed to
them in the Information Memorandum.
Tel: +254204450521 I/We, the undersigned hereby apply; or as agent on behalf of the applicant (as applicable), I/we confirm that the applicant
Email: invest@[Link] applies to purchase the offer shares to be issued by Kenya Pipeline Company upon the terms and conditions set out in this
Application Form and the Information Memorandum dated 17 January 2026..
Web: [Link]
Date Authorized Selling Agent Name Authorized Selling Agent Stamp

Please use CAPITAL LETTERS and return the completed Application Form together with your proof of identity and the relevant supporting
documents to your preferred Authorized Selling Agent NO LATER THAN 5.00 P.M. EAST AFRICA TIME (EAT) ON
19 FEBRUARY 2026. The Application Form should not contain any material alterations.

Application Details
The minimum number of offer shares to be applied for is 100.
Number of Shares Applied
Amount Paid in Kes

Please credit my/our CDSC Account as detailed below to the extent of the Shares allotted:
1 CDSC ACCOUNT DETAILS Investor Type (Please Tick)

Agent Code e.g. (B01) Client ID e.g. (0000000012345) Individual/Joint Institutional

L I F I E I L C F C E C

Name (as appears in the CDS Account)

Email Address Mobile/Telephone Number

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 Mode of payment for refund (if any) DECLARATION (CONTINUED)
Please tick your preferred option for receiving payment.
By providing your preferred payment mode on this form you hereby confirm that these instructions shall be used for all refunds (if any), 6. The applicant, or where applicable an agent acting on behalf of the applicant (s), hereby irrevocably
unless otherwise changed in writing by yourselves. undertakes and confirms that this application for subscription of shares is in accordance with, and subject to
the terms, conditions and procedures set out in the Information Memorandum.

7. The applicant, or where applicable an agent acting on behalf of the applicant, hereby undertakes to the extent
Electronic Funds Transfer (Real Time Gross Settlement, Electronic Funds Transfer and Telegraphic Transfer) not already paid, to pay to the Issuer the subscription price for the shares allotted to the applicant in
to the bank account details below. Note that all amounts exceeding KES 250,000 will be paid by this method
and you must indicate your bank account below. accordance with the terms and conditions set out in the Information Memorandum.

All joint holders, companies, SACCOs or other corporate entities must use this payment method.
8. The applicant acknowledges and confirms that the applicant is eligible to participate in the Initial Public Offer
in accordance with the requirements set out in the Information Memorandum and the applicable laws and
BANK NAME regulations of Kenya.

ACCOUNT NAME 9. By signing this Application Form, I/ we (the “Signatory”) hereby confirm, represent and warrant as follows:

ACCOUNT (a) that the Signatory has the full power and authority to sign this Application Form and to make the
NUMBER declarations, consents and instructions in it on behalf of the applicant,
( )
BRANCH NAME (b) Where the Signatory is signing as an agent, custodian, bank, nominee or under power of attorney, the
BANK CODE: Signatory holds a valid authority and mandate to act on behalf of the applicant and will provide certified
copies of the relevant authorising or mandate documents on request,
SWIFT CODE
(c) Where this is a joint application, each joint applicant has authorised the signatory to sign this Application
2
IBAN Form on behalf of all joint applicants,

(d) Where the applicant is a company, partnership, limited liability partnership, association or other entity, all
required internal approvals and authorisations have been properly obtained, and
Note: If you wish to receive payments by electronic funds transfer, you will need to attach a certified copy of an
ATM card or a redacted bank statement dated within 3 months of the date on which you submit your acceptance
(e) The signatory authorised to provide the applicant’s personal data and other information to the Issuer and
showing your name and bank account details as confirmation of account details set out in this section.
its agents for the purposes of processing this application, allotment, registration and the ongoing
administration of the shares, and for related communications.
Mobile Money (M-Pesa) to the Kenyan mobile number below. Only for amounts up to KES 250,000. Note: This
payment option is not applicable to joint holders, companies, SACCOs or other corporate entities. 10. The applicant (and where applicable, the Signatory) represents and warrant that all information provided in
( ) or in connection with this this application is, to the best of their knowledge and belief after due enquiry, true,
accurate and complete in all material respects and undertakes to promptly notify the issuer of any material
Kenyan Mobile Number
change prior to allotment of the shares.

11. The applicant consents to receiving marketing communications relating to the Initial Public Offer, the
+ 254
issuer’s securities and investor updates by email, short Messages (SMS), Phone or Post in
accordance with the applicable data protection laws.

(Note: Your completed and signed Application Form must be accompanied by proof of identity)

DECLARATION

SIGNATURE(S) OF APPLICANT(S)
By applying for the Shares and signing this Application Form, I/We herein state that:

1. The funds used or to be used in connection with this application are derived from legitimate, lawful sources and
are not, directly or indirectly, the proceeds of any criminal, fraudulent, corrupt, or other unlawful activity. The
Applicant further acknowledges and accepts that if any statement made by me in this application is found to be
false, inaccurate or misleading, this application may be rejected by the Issuer without any liability to the Issuer, 4A: SIGNATURE 1 4B: SIGNATURE 2 (CORPORATE/JOINT)
or any of its appointed agents.

2. The applicant, or as an agent on behalf of the applicant (as applicable), acknowledges that the Issuer and the
Selling Agents are entitled, in their absolute discretion, to accept or reject this application, in whole or in part, in
accordance with the terms and conditions set out in the Information Memorandum and the rejection policy. 4
3 3. The applicant, or as an agent on behalf of the applicant (as applicable), confirms that the applicant has read and DATE: DATE:
understood the Information Memorandum dated 17 January 2026 and that this application is made on the Designation (Corporate Only) Designation (Corporate Only
terms set in the Information Memorandum and related documents.

4. The applicant, or where applicable an agent acting on behalf of the applicant (s ), confirms acceptance of the
shares allotted to the Applicant under the Initial Public Offer, subject to the terms, conditions and allotment
procedures set out in the Information Memorandum.

5. The applicant, or where applicable an agent acting on behalf of the applicant (s), authorizes the Company and its
appointed agents to enter the Applicant’s name in the register of members in respect of any shares allotted and the
applicant’s address as provided.

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 7-digit
DETAILED INSTRUCTIONS AND NOTES number onTHE
ON COMPLETING theAPPLICATION
Application FORM
Form)AND APPLYING FOR THE SHARES DETAILED INSTRUCTIONS AND NOTES ON COMPLETING THE APPLICATION FORM AND APPLYING FOR
THE SHARES

1. Completing the Application Form 3. If the Application Form is signed under a power of attorney
If you are in any doubt as to how to complete this Application Form, please contact your preferred Stock Broker
or Investment Bank, any of the Authorised Selling Agents or Image Registrars Limited.
The completed Application Form should be returned accompanied by a certified true copy of
the power of attorney (or a notarised copy).
Applications will close at 5.00pm East Africa Time on 19 February 2026.
• All alterations to this application form must be authenticated by full signature of the applicant or duly 4. Validity of acceptance of the application
authorized Signatory. Applications must be submitted without conditions, and all required declarations Without prejudice to the provisions of the Information Memorandum, the Issuer reserves the
must be duly completed. right to treat as valid in whole or in part any Application Form that is not entirely in order or
• Under no circumstances whatsoever may the name of the applicant be changed and if this is done then the which is not accompanied by the relevant supporting documentation or reject it in its entirety.
Application Form will be invalid.
• Applications are made subject to the provisions of the Information Memorandum and the terms and 5. Your personal information
conditions set out in the Application Form. (a) We will only collect the personal information needed to assess and process your application.
• Applications once submitted, are irrevocable and may not be withdrawn or amended without the written This may include identification and contact details, tax registration, nationality and residency,
consent of the Issuer signature and specimen signatures, CDSC Account details, mobile money details, and bank
• Where the application is submitted by a custodian, stockbroker, bank, fund manager or investment advisor account details. If you do not provide required information or if it is inaccurate, we may not
acting on behalf of an investor, by submitting this form you confirm that you have: be able to process your application or maintain your investment. All personal information
• (i) conducted all applicable Know Your Customer (KYC) and customer due diligence checks in that you include in this Application Form is collected, stored, retained and processed in
accordance with Kenyan law and applicable regulatory requirements; and
accordance with the Issuer’s Privacy Statement available at: Image Registrar Limited’s
• (ii) Confirmed the investor is not a sanctioned person or entity under any applicable sanctions regimes, Privacy Notice available at [Link] It is important that you
including but not limited to sanction lists published by United States government (including the U.S.
read this Privacy Notice which contains more detailed information about data processing. We
Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the U.S. Department of State),
the United Kingdom’s consolidated list, the European Union’s consolidated lists and the United Nation’s rely on your consent for limited processing activities. Withdrawal of consent does not affect
consolidated list, as each may be amended, supplemented or replaced from time to time. processing carried out before withdrawal or processing based on other lawful bases. The
Issuer’s data protection officer (DPO) can be contacted at Image Registrar Limited’s DPO
Submission of Applications can be contacted at: Abdulhaleem Mohamed, dpo@[Link], P.O. Box 9287-00100,
Completed application forms should be submitted to any of the Authorised Selling Agents. Nairobi, 0709 170 000, should you have any queries regarding your personal information, or
in case you wish to exercise your data subject access rights.
2. Payment: Payment of the purchase price for the shares may be made to any of the Receiving Banks by
no later than 19 February 2026 and, in the case of Qualified Institutional Investors (QIIs), no later than the (b) We collect your personal information directly from you and your advisers. We may also obtain
last date of payment as specified in the Information Memorandum, via the following methods: data from third parties for verification and compliance purposes, such as credit reference
agencies, screening providers, government databases, tax authorities, regulators, and
(a) Electronic Funds Transfers (Real Time Gross Settlement, Electronic Funds Transfer and Telegraphic publicly available sources.
Transfer) or cash deposit to the bank details below:
Account Name: Privatization Authority – KPC IPO
(c) We may use automated tools for identity verification and fraud prevention. These checks
may affect our ability to accept your application. You can request human review of any
Account Number: 59867XXXXXXX (XXXXXXX - being the 7-digit number on the Application Form)
decision that is based solely on automated processing, express your point of view, and
Bank Name: Cooperative Bank of Kenya Limited
Branch: Co-op House
contest the decision.
Branch Code: 11002
SWIFT Code: KCOOKENA (d) We apply the appropriate technical and organizational measures designed to protect your
Narration: Application Form serial number (7-digit number) personal information against loss, misuse, unauthorized access, alteration or disclosure. We
require third parties and our service providers to implement appropriate security measures
when handling your personal information on our behalf.
Account Name: Privatization Authority – KPC IPO
Account Number: 40384XXXXXXX (XXXXXXX - being the 7-digit number on the Application Form) (e) We will not send you marketing communications without your prior consent in
Bank Name: Kenya Commercial Bank Limited accordance with this Application Form. You may change your preferences or withdraw
Branch: Moi Avenue consent at any time by contacting the DPO using the details provided above.
Branch Code: 01100
SWIFT Code: KCBLKENX (f) In submitting the completed Application Form you agree and understand that your personal
Narration: Application Form serial number (7-digit number) information will be shared by Image Registrars Limited with the Issuer, the Privatization
Authority, the Lead Transaction Advisor, the Authorised Selling Agents, the Registrar, the
Receiving Banks, the Capital Markets Authority and all such parties that require access to
Account Name: Privatization Authority – KPC IPO your information for the purposes of meeting their obligations under this Application Form, or
Account Number: 11140XXXXXXX (XXXXXXX - being the 7-digit number on the Application Form) the Information Memorandum. Such parties will safeguard your personal information and
Bank Name: Stanbic Bank Kenya Limited use it only for the permitted purposes.
Branch: Kenyatta Avenue
Branch Code: 31000 (g) Where you submit the Application Form on behalf of a third party, you confirm that you have
SWIFT Code: SBICKENX all necessary consents and authorisations from the relevant investor. By signing the
Narration: Application Form serial number (7-digit number)
Application Form, you confirm that (i) you have read and understood these data protection
provisions; (ii) the information you provide is accurate; and (iii) where you provide data about
Mobile Money (M-Pesa) payment via:
another person (such as an Investor, joint applicant or authorised signatory), you have
Cooperative Bank of Kenya Limited informed them of these provisions and obtained any and all relevant consent(s) required by
Pay Bill Number: 4999915 law.
Account Number: 59867XXXXXXX (XXXXXXX - being the 7-digit number on the Application Form)
(h) All collection and processing of personal information will be carried out in accordance
Kenya Commercial Bank Limited with the Data Protection Act and the regulations issued thereunder. We may update these
Pay Bill Number: 522533 data protection provisions to reflect changes in law or our practices. We will communicate
Account Number: 40384XXXXXXX (XXXXXXX - being the 7-digit number on the Application Form) material changes where required.
Stanbic Bank Kenya Limited
6. General
Pay Bill Number: 8250250 The Information Memorandum and any contracts resulting from an acceptance of an
Account Number: 11140XXXXXXX (XXXXXXX - being the 7-digit number on the Application Form) application for the Shares shall be governed and construed in accordance with Kenyan law.

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 Appendix III: Form of Irrevocable Bank in writing and signed by all parties, Kenya Pipeline Company may assign or transfer its rights under this IBG without
the consent of the Guarantor, and this IBG may be executed in counterparts, each of which shall constitute an

Guarantee (IBG) original.

IN WITNESS WHEREOF THIS LETTER OF IRREVOCABLE BANK GUARANTEE HAS BEEN EXECUTED BY US ON THIS
Ref:[●]
[date on or before [Date].
Date: [●]
[Signed as per the Guarantor]

The Directors,
Kenya Pipeline Company
P.O. Box 73442 – 00200,
Nairobi
Kenya

Dear Sirs,

KENYA PIPELINE COMPANY INITIAL PUBLIC OFFER (IPO) 2026 IRREVOCABLE GUARANTEE IN RESPECT OF
PAYMENT FOR ALLOCATION OF NEW SHARES {INSERT NAME OF THE INVESTOR} (the “IBG”)

WHEREAS [name of Investor] [the “Investor”] has by an Application, Serial Number [Insert Serial number], dated [insert
date] applied for [insert the number of shares] New shares in the Kenya Pipeline Company IPO (“KPC IPO”) 2026 as
set out in the Information Memorandum (“IM”) dated January 17, 2026 (capitalised terms used in this IBG shall have
the meaning and interpretation given to such terms in the KPC IPO Information Memorandum),

AND WHEREAS it has been stipulated in the KPC IPO IM that the Investor shall furnish you with an irrevocable on
demand guarantee for the full value payable for the New shares applied for at the Offer Price.

AND WHEREAS we [Name of Guarantor] have agreed to give this IBG and represent and warrant that we have full power,
authority, and legal capacity to enter into and perform this Guarantee, that this Guarantee constitutes its legal, valid,
and binding obligations enforceable against it in accordance with its terms, that the execution and performance of
this Guarantee do not violate any applicable law or any contractual restriction binding upon it, and that all information
provided by the Guarantor in connection with this Guarantee is true, accurate, and complete in all material respects.

NOW, at the request of the Investor and in consideration of your allocation to the Investor the New Shares, or
such lesser number as you shall in your absolute discretion determine, we hereby irrevocably and unconditionally
undertake, as primary obligor and not merely as surety, to pay you in Kenya Shillings, promptly upon your first written
demand through [insert choice of receiving bank] in full without set off or counter claim and free from any deduction
or withholding whatsoever, such sum as may be demanded by you up to a maximum sum of Kenya Shillings ([words][
figures]) without your needing to prove or to show grounds or reasons for your demand or the sum specified therein,
by way of EFT/RTGS within 24 hours of the said demand on or before 3:00 p.m. on [insert last date of payment for
IBG] as set out in the KPC IPO IM.

PROVIDED ALWAYS THAT this Guarantee is strictly limited to the Offer Price for the New Shares and expressly
excludes any fees, costs, commissions, levies, expenses, taxes, duties, interest, default interest, penalties, or similar
amounts, none of which shall be recoverable from the Guarantor under this undertaking. This Guarantee shall not be
discharged, released, or otherwise affected by any amendment, supplement, or waiver of the terms of the IPO or the
Information Memorandum, any extension of time, indulgence, or concession granted by the Issuer, the insolvency,
restructuring, or dissolution of any other person, or any other act, omission, matter, or circumstance which might
otherwise operate to discharge or exonerate a guarantor.

This IBG will remain in force up to and including 3:00 p.m. on [insert last date of payment for IBG] and shall be
governed and construed in accordance with the Laws of the Republic of Kenya, and the courts of the Republic of
Kenya shall have exclusive jurisdiction to settle any dispute arising out of or in connection with it.

This IBG constitutes the entire agreement between the parties, no amendment to it shall be effective unless made

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 Appendix IV: Legal Opinion 2.1.4

2.1.5
the Privatisation Act (Cap 485B of the Laws of Kenya) (Now repealed)

the Privatization Act (No. 18 of 2025);

2.1.6 the Central Depositories Act (Chapter 485C of the Laws of Kenya) (the CD Act);
Legal Opinion
2.1.7 the transaction agreements entered into between the Privatisation Authority (the Authority), acting as the
17 January 2026 Vendor’s implementing agent, and the appointed transaction advisers in connection with the Offer, including,
without limitation:

The Vendor [Link] the agreement for provision of lead transaction advisory services entered into between the Authority and
Cabinet Secretary to the National Treasury Faida Investment Bank Limited as the Lead Transaction Adviser;
Harambee Avenue
P O Box 30007-00100 [Link] the agreement for provision of lead sponsoring stock broker and co-sponsoring stockbroker transaction
NAIROBI advisory services made by and between the Authority and Dyer and Blair Investment Bank Limited
(Incorporating Francis Drummond & Co Ltd);
The Directors
Kenya Pipeline Company Limited [Link] the agreement for the provision of reporting accountant consultancy services made by and between the
Kenpipe Plaza, Sekondi Road Authority and Pricewaterhousecoopers LLP;
Off Nanyuki Road, Industrial Area
P.O. Box 73442 – 00200 [Link] the agreement for provision of registrar services made by and between the Authority and Image Registrars
NAIROBI Limited;

[Link] the agreements for provision of receiving bank advisory services each entered into separately by and between
Dear Sirs, the Authority and:

a) the Cooperative Bank of Kenya Limited;

Legal opinion on the offer of up to sixty-five per cent (65%) of the Issued Share Capital of Kenya Pipeline Company
PLC b) Stanbic Bank Kenya Limited; and

1. Background c) KCB Bank Kenya Limited;

1.1 We are the legal advisers in connection with the privatisation of Kenya Pipeline Company PLC (the Company) [Link] the agreement for provision of advertising agent services entered into by and between the Authority and
with respect to the offer for sale by the Government of Kenya, acting through the Cabinet Secretary to the Belva Digital Limited;
National Treasury of Kenya (a corporation sole established under the Cabinet Secretary to the Treasury
(Incorporation) Act, Cap. 101), being the successor in title to the Permanent Secretary to the Treasury [Link] the agreement for provision of consultancy services for public relations transaction advisory services made
(Incorporation) (the Vendor), of up to sixty-five (65%) per cent of the share capital of the Company to the by and between the Authority and Apex Communications Limited, trading as Apex Porter Novelli (APN);
public (the Offer) and the issue of an information memorandum in connection with the Offer (the Information
Memorandum). 2.1.8 the certificate of incorporation of the Company dated 15th September, 1973;

1.2 This legal opinion is issued pursuant to Regulation 19(1)(b) of the Capital Markets (Public Offers, Listings 2.1.9 the certificate of conversion of the Company from private limited company to public limited company;
and Disclosures) Regulations, 2023 (the Regulations) in connection with the Offer.
2.1.10 the certificate of incorporation of the Company’s sole operating subsidiary Kenya Petroleum Refineries
1.3 We, the undersigned, have acted as legal advisers in connection with the Offer. The consortium of law firms, Limited (KPRL) dated 13th March 1960;
TripleOKLaw Advocates LLP and G&A Advocates LLP, is duly qualified to practise in Kenya as Advocates of
the High Court of Kenya and are, as such, qualified to advise on the laws of Kenya. 2.1.11 the certificate of change of name of KPRL dated 13th September 1983, pursuant to which its name was
changed from East African Oil Refineries Limited to Kenya Petroleum Refineries Limited;
1.4 For convenience, unless otherwise defined herein, capitalised terms used in this legal opinion have the
meanings ascribed to them in the Information Memorandum. 2.1.12 the amended and restated articles of association of the Company adopted by special resolution of the
Vendor as the sole member of the Company and dated 16th January 2026;

2.1.13 Gazette Notice No. 8739 dated 14 August 2009 setting out the privatisation program forming the basis of the
2. Documents and Records Examined Company’s current privatisation process;

2.1 In issuing this opinion, we have for purposes of the Information Memorandum, examined the following 2.1.14 Sessional Paper No.2 of 2025 detailing the proposal for the privatisation of the Company to the National
documents: Assembly by the Cabinet Secretary, National Treasury dated 31st July 2025;

2.1.1 the Capital Markets Act (Cap 485A of the Laws of Kenya); 2.1.15 the Joint Report of the Departmental Committee on Energy and Select Committee on Public Debt and
Privatisation on the consideration of the Sessional Paper No. 2 of 2025 dated 14th August 2025;
2.1.2 the Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023;
2.1.16 the policy resolutions of the National Assembly relating to Sessional Paper No. 2 of 2025 on privatization of
2.1.3 the Nairobi Securities Exchange Listing Rules; the Company dated 19th August 2025 (the Policy Resolutions of the National Assembly);

2.1.17 approval of the Board of Directors in relation to: (a) the Information Memorandum so far as it relates to the

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 information relating to KPC as at the date thereof; and (b) approving the listing of the KPC’s shares on the 486 of the Laws of Kenya) (the Companies Act).
Nairobi Securities Exchange (NSE);
4.3 Pursuant to the Vendor’s resolutions dated 16th January 2026, the Company has been duly converted from a
2.1.18 approval of the sole member of KPC in relation to (a) the subdivision of each ordinary share with a current private limited company to a public limited company under company number PLC-VY7TPQMRK.
nominal value of KES 20.00 into 1000 ordinary shares of KES 0.02 each, without any alteration to the total
issued share capital of KPC; (b) the conversion of KPC from a private limited company to a public limited 4.4 The Company’s sole operating subsidiary, Kenya Petroleum Refineries Limited (hereinafter, KPRL), is duly
company; (c) the change of KPC’s name to Kenya Pipeline Company PLC; (d) the adoption of new articles of incorporated and validly existing under the Companies Act under Company Registration No. C4676. The
association; and (e) the establishment of an Employee Share Ownership Plan (ESOP) and the allotment of up Company is the sole legal and beneficial owner of KPRL and holds 100% of its issued share capital.
to 1.5% of KPC’s shares under the ESOP.
4.5 The Company indirectly owns Kenya Petroleum Refineries Pension Trust Limited (KPRL Pension Trust)
2.1.19 the declarations by the directors and senior management confirming that they are not subject to any through KPRL, which holds one hundred percent (100%) of the issued share capital of KPRL Pension Trust.
bankruptcy or insolvency proceedings, have not been convicted of any criminal offence within the preceding KPRL Pension Trust acts solely in a trustee capacity and does not carry on any trading activities.
two years, and are not subject to any court order or ruling disqualifying them from acting as employees or
professionals; Business of the Company

2.1.20 the consents and approvals in connection with the Offer and the listing of the Offer Shares on the Nairobi 4.6 The Company and its sole operating subsidiary, KPRL, have the power, capacity and authority to carry on its
Securities Exchange, issued by the Capital Markets Authority, and by the Nairobi Securities Exchange; business as presently conducted.

2.1.21 the letters of no objection from the Communications Authority of Kenya, Competition Authority of Kenya and Legal Status of the Vendor
Energy and Petroleum Regulatory Authority;
4.7 The Vendor is a corporate body duly established under the provisions of the Cabinet Secretary to the National
2.1.22 the final form of the Information Memorandum; and Treasury (Incorporation) Act, Chapter 101 of the Laws of Kenya.

2.1.23 all other documents and records that we have considered necessary or appropriate for the purpose of this 4.8 The Vendor is the sole shareholder of the issued shares of the Company.
opinion and we have undertaken such further enquiries that we have considered necessary for purposes of
this opinion. 4.9 The Vendor is duly authorised to dispose of the Offer Shares pursuant to the provisions of the Privatisation
Act (No. 18 of 2025), the Policy Resolutions of the National Assembly, and Gazette Notice No. 8739 dated 14
(each an Opinion Document, and together, the Opinion Documents) August 2009.

3 Assumptions 4.10 The Vendor has full power and authority to undertake the Offer and all transactions contemplated under the
Information Memorandum.
3.1 In giving this opinion, we have assumed that:
Share Capital of the Issuer
3.1.1 all information, statements, representation and documents provided to us by the Company, its directors,
officers, employees and professional advisors for purposes of this opinion are true, accurate and complete 4.11 The existing nominal share capital of the Company is Kenya Shillings three hundred and eighty-seven million,
and up to date as at the date of the Information Memorandum; three hundred and ninety-one thousand and six hundred (KES 387,391,600), divided into nineteen billion,
three hundred sixty-nine million, five hundred eighty thousand (19,369,580,000) ordinary shares of Kenya
3.1.2 all copies of documents, including the Opinion Documents, submitted to us conform to the originals, and all Shillings two cents (KES 0.02) each, following the subdivision of each ordinary share with a nominal value of
original documents examined by us are genuine, authentic and complete; KES 20.00 into one thousand (1,000) ordinary shares of KES 0.02 each.

3.1.3 all signatures, initials, seals and stamps appearing on the Documents provided to us for examination are 4.12 As at the date of the Information Memorandum, 18,173,299,000 are issued and fully paid up translating
genuine, and where any document has been executed on behalf of a party, such execution has been duly into an issued share capital of Kenya Shillings Three Hundred Sixty-Three Million Four Hundred Sixty-Five
authorized; Thousand Nine Hundred Eighty (KES 363,465,980.00). Accordingly, one billion one hundred ninety -six million
two hundred eighty-one thousand (1,196,281,000) ordinary shares remain unissued.
3.1.4 the accuracy and completeness of the records maintained at the Kenyan Land Registry may not always be
up to date. We have not independently verified the title to, or ownership of, any property beyond reviewing 4.13 The existing share capital of the Company has been duly authorised, complies with applicable law, and all
official searches and documentation provided to us. Accordingly, we express no opinion and assume no necessary corporate and regulatory approvals in respect of such share capital have been obtained.
responsibility with respect to any defects, errors, omissions, or inconsistencies in the Land Registry record

3.1.5 there are no undisclosed agreements, arrangements, understandings or side letters which would materially
affect the matters addressed in this opinion; and Licenses and Consents

3.1.6 all licences, permits, approvals and consents referred to in this opinion were validly issued, remain in full force 4.14 Save as otherwise specifically disclosed in the Information Memorandum, all licences, permits and approvals
and effect as at the date of this opinion, and have not been amended, revoked, suspended or terminated. required to carry on the business of the Company and its operating subsidiary, KPRL, have been duly obtained
and remain in full force and effect, and the Company is in the process of renewing or updating any licences,
4 Opinion permits or approvals that have expired or are due to expire, or otherwise monitors to ensure their continued
validity.
4.1 Subject to, and based upon, (i) the Opinion Documents, (ii) the assumptions set out herein, (iii) the reservations
and limitations set out herein, the matters set out in the Information Memorandum, and any matters not Validity of Evidence of Ownership of Land, Plant and Equipment
disclosed to us, we are of the opinion that:
4.15 Save as otherwise specifically disclosed in the Information Memorandum, the Company and its operating
Legal Status of the Company subsidiary, KPRL, have valid title to, or lawful rights over its property, plant and equipment. In respect of long-
term leases that are pending registration, the relevant lease instruments are in the process of being duly
4.2 The Company is duly incorporated and validly existing under the Companies Act (No.17 of 2015) (Chapter stamped and registered.

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 4.16 No material encumbrances exist over the Company’s assets that, in our opinion, would materially affect the unenforceable.
Offer.
4.26 Based on the foregoing, we are of the opinion that the Offer is in conformity with all applicable laws and has
Material Contracts received all necessary authorisations.

4.17 All contracts material to the Company’s business have been duly authorised, executed and delivered by the 5 Reservations
parties thereto and, to the best of our knowledge, are valid, binding and enforceable in accordance with their
terms. 5.1 This letter and the opinions expressed in it are governed by, and shall be construed in accordance with,
the laws of Kenya, and relate solely to Kenyan law as applied by the courts of Kenya as at the date of the
4.18 There are no material contracts entered into outside the ordinary course of business, and there are no Information Memorandum.
material contracts whose validity, enforceability, or continued existence would be adversely affected by the
IPO or the Offer. 5.2 We express no opinion on, and accept no responsibility in respect of, the laws of any jurisdiction other than
Kenya.
Agreements Regarding Offer
5.3 Nothing in this opinion shall be construed as a warranty, guarantee or assurance as to the future performance,
4.19 All contracts material to the Offer have been duly authorised, executed and delivered, and their terms do not profitability or value of the Company or the Offer Shares, or as to the success of the Offer.
and will not result in any breach or violation of any law, regulation or contractual obligation applicable to the
Company in connection with the Offer. 5.4 This opinion is confined to the matters expressly addressed herein and does not extend to any contingent,
unasserted, undisclosed or future claims, disputes, investigations or litigation (whether civil, criminal,
Material Litigation administrative or arbitral), other than those expressly disclosed in the Information Memorandum and/or
specifically brought to our attention in writing for purposes of this opinion.
4.20 Save as otherwise specifically disclosed in the Information Memorandum:
5.5 This opinion is furnished for the purposes of the Offer and the inclusion of this opinion in the Information
4.20.1 there are no legal or arbitration proceedings (including any proceedings which are pending or threatened Memorandum. Save to the extent that applicable law may confer rights on persons who acquire the Offer
of which the Company is aware) in the twelve (12) months preceding the date of this opinion that have had Shares, this opinion does not create any rights or remedies in favour of, and may not be relied upon by, any
a significant adverse effect on the financial position or operations of the Company, or which, if adversely third party.
determined, are reasonably likely to have a significant adverse effect on the obligations of the Company in
connection with the Offer; 5.6 This opinion is based on such facts, documents, records, searches and information as have been made
available to us as at the date of this letter. Except as expressly stated in this opinion, we have not independently
4.20.2 there has been no material prosecution or criminal legal action in which the Company or any of its directors verified the accuracy or completeness of any such facts, documents or information, and we have relied upon
has been involved in the twelve (12) months preceding the date of this opinion; certificates, confirmations and representations given by the Company and its officers and other relevant
persons.
4.20.3 there are no regulatory investigations (including any investigations which are pending or threatened of which
the Company is aware) in the twelve (12) months preceding the date of this opinion that have had a significant 5.7 This opinion speaks as at the date hereof only. We assume no obligation to update, supplement or revise this
adverse effect on the financial position or operations of the Company, or which, if adversely determined, are opinion to reflect any change in law, fact or circumstance occurring after the date of this opinion.
reasonably likely to have a significant adverse effect on the obligations of the Company in connection with
the Offer; and 6 Exclusion of Liability

4.21 As at the date of this opinion, and for a period of at least two (2) years prior thereto, no director of the 6.1 Nothing in this opinion, or in any report, statement or communication made in connection with the Offer or
Company has: the Information Memorandum , shall be construed as creating any personal liability of, or giving rise to any
claim against, the consortium of law firms, TripleOKLaw Advocates LLP and G&A Advocates LLP, or any
4.21.1 had any petition under bankruptcy or insolvency laws in any jurisdiction pending against them; of their respective partners, directors, members, associates, employees, counsel, consultants or agents, in
their individual capacities, save to the extent that such liability cannot lawfully be excluded or limited under
4.21.2 been convicted of any criminal offence in Kenya; or applicable law.

4.21.3 been subject to any ruling or order of a court of competent jurisdiction, any government body in any 6.2 Without limiting the generality of clause 6.1, and to the fullest extent permitted by law, none of the persons
jurisdiction, or any professional body to which they belong, that disqualifies them from acting as a director listed in clause 6.1 shall be liable for any loss, damage, cost, claim or expense of whatever nature (whether
or employee. direct, indirect, special or consequential) arising out of or in connection with:

Consents and Approvals 6.2.1 the Offer or the Information Memorandum;

4.22 An application has been duly made to, and permission duly granted by, the Capital Markets Authority (CMA) 6.2.2 any act, omission or advice relating to the preparation, publication or delivery of the Information
in respect of the Offer pursuant to the Regulations. Memorandum or other disclosure materials;

4.23 An application has been made for the Offer Shares to be prescribed as a dematerialized security by the CDSC 6.2.3 any use of, or reliance on, this opinion other than for the purposes of the Offer and in the form and
under section 24 of the Central Depositories Act (CAP. 485C). context in which it appears in the Information Memorandum; or

4.24 All approvals, authorisations and consents required under the Privatisation Act, No. 18 of 2025 in connection 6.2.4 any action or inaction by the Company, the Vendor or any other party in connection with the Offer,
with the Offer have been duly obtained and remain in full force and effect. provided always that nothing herein shall exclude or limit liability for fraud, willful misconduct, or any
liability which cannot be excluded by law.
General
6.3 This exclusion of liability shall apply to the fullest extent permitted by law and shall survive the completion of
4.25 There is no other material matter not mentioned in the Information Memorandum regarding the legal status the Offer, the listing of the Offer Shares on the NSE, and the termination of any engagement or retainer with
of the Company or the proposed Offer that, to our knowledge, would render the Offer or listing invalid or the Company or the Vendor.

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 Appendix V: Reporting Accountant’s
Report
7 Consent

We confirm that we have given, and have not prior to the date of the Information Memorandum withdrawn,
our written consent to the inclusion of this legal opinion in the Information Memorandum in the form and
context in which it appears.

Yours faithfully Yours faithfully

TripleOKLaw Advocates LLP G&A Advocates LLP

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 KENYA PIPELINE COMPANY LIMITED
Kenpipe Plaza, Sekondi Road off. Nanyuki Road, Industrial Area.
P. 0. Box 73442 - 00200, Nairobi, Kenya
Tel: +254 709 723 000
Email: info©[Link]
[Link]
Port Reitz Storage Facility, Kipevu, Mombasa