Group Annual Report and Financial Statements 2025

THE CIC INSURANCE GROUP PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

CONTENTS PAGES

Corporate information 1

Report of the directors 2 - 4

Directors' remuneration report 5 - 6

Corporate governance report 7 - 26

Statement of directors' responsibilities 27

Report of the independent auditor 28 - 33

Financial statements:

Consolidated statement of profit or loss and other comprehensive income 34 - 35

Consolidated statement of financial position 36

Company statement of profit or loss and other comprehensive income 37

Company statement of financial position 38

Consolidated statement of changes in equity 39 - 40

Company statement of changes in equity 41

Consolidated statement of cash flows 42

Company statement of cash flows 43

Notes 44 - 193

DIRECTORS

Nelson Kuria - Group Chairman

James Njue - Group Vice Chairman

Patrick Nyaga - Group Managing Director & CEO Gordon Owuor

Michael Wambia Rogers Kinoti Julius Mwatu Sharon Kisire Ludia Rono

Agnes Gathaiya - Appointed in September 2025

COMPANY SECRETARY

Gail Odongo

Certified Public Secretary (Kenya)

P. O. Box 59485 - 00100

Nairobi, Kenya

REGISTERED OFFICE

CIC Plaza

Upper Hill, Mara Road

P. O. Box 59485 - 00200

Nairobi, Kenya

SENIOR MANAGEMENT

Patrick Nyaga - Group MD & CEO

Philip Kimani - Group Chief Financial Officer

Fred Ruoro - Managing Director: CIC General Insurance Limited Humphrey Gathungu - Managing Director: CIC Asset Management Limited Meshack Miyogo - Managing Director: CIC Life Assurance Limited

Michael Mugo - Managing Director Designate, CIC Microinsurance Limited

James Kinyua - Managing Director: CIC Africa (Uganda) Limited Julius M. Ndugire - Managing Director: CIC Africa Insurance (SS) Limited

Zachary Wambugu - Managing Director: CIC Africa Co-operatives Insurance Limited Gail Odongo - Group Company Secretary/Chief Legal Officer

Muyesu Luvai - Director, Special Projects

Joyce Mwashigadi - Director, People and Culture

Collins Kiriyo - Acting Director, Internal Audit

Susan Robi - Director, Risk and Compliance

Henry Malmqvist - Group Head of ICT

Dr. Lydiah Kibiru - Director, Business Excellence

Richard Nyakenogo - Director, Co-operatives

Henry Njerenga - Director, Branch Distribution

Cyril Juma - Acting Group Actuary

AUDITOR

PricewaterhouseCoopers LLP Certified Public Accountants (Kenya)

PwC Tower, Waiyaki Way / Chiromo Road Westlands

P. O. Box 43963 - 00100

Nairobi, Kenya

PRINCIPAL BANKER

The Co-operative Bank of Kenya Limited

P. O. Box 67881 - 00100

Nairobi, Kenya

CONSULTING ACTUARY

QED Actuaries and Consultants Kenya Limited Capita Registrars, Royal Office, 1st Floor

No. 17 Mogotio Road, Off Chiromo Lane

P.O. Box 101795 - 00101

Westlands, Nairobi, Kenya

The directors submit their report together with the audited financial statements of The CIC Insurance Group Plc (the Company) and its subsidiaries (together "the Group'' or "CIC Group") for the year ended 31 December 2025, which disclose the state of affairs of the Group.

1. INCORPORATION

   The Group is domiciled in Kenya where it is incorporated as a public company limited by shares under the Companies Act, 2015. The address of the registered office is set out on page 1.

2. DIRECTORATE

   The directors who held office during the year and to the date of this report are set out on page 1.

3. PRINCIPAL ACTIVITIES

   The principal activities of the Group are the transaction of general and life insurance businesses including pension scheme administration and fund management.

4. RECOMMENDED DIVIDEND

   The directors recommend payment of dividends for the year 2025 of KShs 374 million (2024: KShs 345 million)

5. GROUP AND COMPANY RESULTS

   The table below highlights some of the key performance indicators:

   Group		Company
   2025	2024	2025	2024
   KShs'000	KShs'000	KShs'000	KShs'000

   Profit before income tax 1,250,433 3,993,720 1,267,708 618,593

   Income tax expense (736,612) (1,139,087) (53,953) (170,036)

   Profit for the year 513,821 2,854,633 1,213,755 448,557

   Total comprehensive income for the year 1,176,491 3,746,657 1,183,538 448,557

   Total assets 73,747,539 61,937,727 11,816,043 10,589,913

   Equity attributable to owners of the parent 11,922,893 11,071,853 4,546,993 3,708,455

6. BUSINESS REVIEW KENYA

The Kenyan economy recorded an average growth of 4.5% in the period between January to September 2025, with Q3'2025 GDP coming in at 4.0%, down from the 6.0% in Q3'2024. The performance in Q3'2025 was mainly driven by the 4.2% growth in the agricultural sector due to favorable weather conditions, which led to a steady growth in agricultural output. Most sectors recorded lower growth rates compared to Q3'2024 with Accommodation and Food Services (+13.7%), Professional administration (+7.8%), Information and Communication (+6.1%), and Real estate (+5.5%) Sectors recording the highest growth improvements. The average GDP growth rate for 2025 is expected to come in at a range of 4.8% - 5.0%, a decline from the 5.6% expansion witnessed in 2024. In 2026, we expect the economy to continue its recovery trajectory with the projected GDP growth to come in at a range of 5.0% - 5.4%, mainly attributable to continued growth in services and agricultural sectors, eased monetary policy and gradual increase in access to credit.

In 2025, the average inflation rate in the country was 4.5%, marking 3.2% points decrease from the average inflation rate of 7.7% witnessed in 2024. However, the year-on-year inflation rate increased slightly by 0.2% points to 3.0%, in December 2025 from the 2.8% recorded in November 2025. Key to note, the overall inflation rates throughout 2025, remained within the Central Bank's target range of 2.5% and 7.5%, hitting its lowest in October 2025 at 2.7%, the lowest since 2010. Despite the improvement, we expect the inflation rate to remain relatively stable in the short term but face upward pressure in the medium to long term during 2026, given that the current fiscal measures do not address the cost-driven inflation, in addition to a ripple effect of the current expansionary monetary stance. In early December 2025, the Monetary Policy Committee lowered the policy rate further to 11.25% from 12%. It noted that its previous measures have lowered overall inflation to below the mid-point of the target range, stabilized the exchange rate; noting that there is for scope further reductions.

6. BUSINESS REVIEW (CONTINUED) KENYA (CONTINUED)

The Kenya Shilling appreciated by 17.4% against the US Dollar to close at Kshs 129.3 in 2025, compared to Kshs 156.5 at the end of 2024, a contrast to the 26.8% depreciation recorded in 2024. The gain was majorly driven by the repayment of the USD

2.0 bn Eurobond that matured in June, through a buy-back in February 2025 that reduced credit risk on the country and pressure on the Shilling. Additionally, the cuts in the US Federal interest rates by a total of 100 bps in 2025 to a range of 4.25%-4.50%, from a range of 5.25%-5.50% in the beginning of 2025. Kenya's forex reserves improved to close the year at USD 9.2 billion (4.7 months of import cover) compared to USD 6.7 billion (3.6 months) at the end of 2024.

In 2025, the Kenyan equities market was on an upward trajectory with NSE 10 gaining the most by 42.9%, while NSE 25, NASI and NSE 20 gained by 42.5%,34.3% and 33.3%, respectively. During the year, equities turnover gained by 22.0% to close the year at USD 0.8 bn, from USD 0.6 bn recorded in 2024. Foreign investors remained net sellers.

UGANDA

The Ugandan economy continues to demonstrate resilience. Uganda's economy recorded 6.1% growth in FY 2024/24 on top of 5.3% the year before, despite global economic instability, geopolitical tensions, and regional conflicts. This growth remained broad-based with services and industrial sectors leading. Growth is supported by favorable weather conditions, investments in the oil sector, and progress on implementation of the Parish Development Model (PDM).

MALAWI

Malawi's economic situation remains challenging. A severe drought in 2025 has exacerbated macroeconomic imbalances and added to successive poor harvests and high food prices. Real GDP is projected to grow only 1.8% in 2025, and an acceleration is expected in 2026 (4.2%) if reform implementation progresses. The outlook is subject to significant downside risks, including continued fiscal slippages, which could entrench macroeconomic instability. Failure to address external imbalances may continue to result in input shortages. With effect from 2024, the Malawi economy is hyperinflationary in accordance with the criteria of IAS 29. Further disclosures are included in Note 1(j) and Note 55 of the financial statements.

SOUTH SUDAN

South Sudan's economy is projected to contract by 30 percent in FY24/25, but is projected to rebound in FY25/26, if there is a resumption in oil exports of the country's Dar Blend Oil. The negative development in the previous three fiscal years was due to overlapping economic shocks. Real GDP growth is estimated to have dropped to -5.8 percent of GDP in FY24 (July 2024−June 2025) reflecting mainly lower oil exports. With effect from 2024, the South Sudan economy is hyperinflationary in accordance with the criteria of IAS 29. Further disclosures are included in Note 1(j) and Note 55 of the financial statements.

FINANCIAL PERFORMANCE

Group

Insurance revenue grew by 12% from KShs.26.3 billion in 2024 to KShs.29.5 billion in 2025 driven by growth in most of the group's business lines. The increase in insurance revenue was mainly driven by new business acquisitions as well as upward repricing of risks. Revenue from the asset management business increased by 41% in line with increase in assets under management. The insurance service expense grew by 16% in line with growth in underwritten risks. Other operating expenses increased from Kshs 1.7 billion to Kshs 2.05 billion, a 19% increase in line with the overall business growth.

The group recorded a profit before tax of Kshs 1.25 billion, down from a profit before tax of Kshs 3.99 billion in 2024. This was largely attributed to the growth in insurance revenue offset by reduced investment return during the year driven by the one-off fair value gains on investment properties that was recorded in 2024. The insurance service expenses also grew by 16% due to an increase in claims expenses, hence impacting the insurance service result and overall profit. The group's total assets grew by 19% from Kshs 61.9 billion in 2024 to Kshs 73.7 billion in line with the growth in businesses, particularly increase in investment assets from Kshs 43.3 billion to Kshs 54.3 billion.

1. BUSINESS REVIEW (CONTINUED) FINANCIAL PERFORMANCE (CONTINUED)

   Company

   The Company received dividend income from subsidiaries amounting to Kshs 1.9 billion (2024: Kshs 385 million). There were no fair value gains on investment property in 2025 (2024: 1.0 billion). This was a one-off gain on the Kiambu land. Finance cost on external borrowings decreased from Kshs 564 million in 2024 to Kshs 487 million in 2025 due to principal repayments on the borrowing in the year.

   The Company has started disposing its parcels of land it owns. Proceeds from sale of this property will be used to repay the loan from Co-operative Bank which will reduce the finance costs incurred on the borrowing. Further disclosures are included in Notes 39 of the financial statements.

2. STATEMENT AS TO DISCLOSURE TO THE GROUP'S AND COMPANY'S AUDITOR

   The directors confirm with respect to each director at the time of approval of this report:

   1. there was, as far as each director is aware, no relevant audit information of which the Group's and the Company's auditor

      is unaware; and

   2. each director had taken all steps that ought to have been taken as a director so as to be aware of any relevant audit

      information and to establish that the Group's and the Company's auditor is aware of that information.

3. TERMS OF APPOINTMENT OF THE AUDITOR

PricewaterhouseCoopers LLP continue in office in accordance with the company's Articles of Association and Section 721 of the Companies Act, 2015. The directors monitor the effectiveness, objectivity and independence of the auditor. This responsibility includes the approval of the audit engagement contract and the associated fees on behalf of the shareholders.

BY ORDER OF THE BOARD

Secretary

30 March 2026 Nairobi, Kenya

Information not subject to audit

The CIC Insurance Group vision is to be a world class provider of insurance and other financial services. Consequently, the Group endeavours to attract and retain as directors, high calibre individuals who are well equipped with the relevant expertise and experience to enable the Group to achieve its vision. To retain and motivate such individuals requires compensation that is not only commensurate to their skill and time devoted to the Group, but also one that is competitive.

The Group has developed and put in place a remuneration policy for both the executive and non-executive directors that is transparent and considers both needs and the overall performance of the business. The policy has adopted a compensation and remuneration model that is competitive to attract and retain talent. The remuneration policy is described below:

Executive Directors

1. The remuneration for the executive director is as per a negotiated contract of employment. It incorporates a bonus scheme that is only triggered upon achieving various targets agreed with the board.

2. The GMD & CEO* earns a service gratuity of 20% of the annual basic pay payable at the end of the contract for each year worked.

3. The GMD & CEO* has a 5-year contract which commenced in June 2024 and has a 3 months termination notice.

Non-Executive Directors

1. Directors are entitled to a sitting allowance for their attendance of a board or board committee meeting, lunch allowance (in lieu of lunch being provided), and mileage reimbursements (in lieu of transport being provided) at the Automobile Association of Kenya rates.

2. The directors receive annual honoraria based on the end year performance.

3. Directors are paid a monthly retainer. The fees have been set by the board pursuant to the authorization granted by the shareholders at the Annual General Meeting.

4. There are no directors' loans.

5. There is no directors' shares scheme.

6. An allowance is paid to non-executive directors for any day of travel away from their regular station in order to attend to duties of the Company or its subsidiaries.

7. Independent directors are on a three-year contract which is renewable once.

8. Medical insurance cover is provided to all directors for their individual medical requirements covering both out-patient and inpatient services.

   During the financial year ended 31 December 2025, the Board was composed of the following Directors:

   Executive	Non-Executive	Independent
   	James Njue (Vice Chairman)	Nelson Kuria (Chairman)
   Patrick Nyaga*	Michael Wambia	Rogers Kinoti
   	Gordon Owuor	Julius Mwatu
   	Agnes Gathaiya**	Sharon Kisire
   		Ludia Rono

   * GMD & CEO Group Managing Director & CEO

   **Appointed in September 2025

   THE CIC INSURANCE GROUP PLC

   DIRECTORS' REMUNERATION REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025

   Information subject to audit

   The following table shows remuneration for the Executive and Non-Executive Directors in respect of qualifying services for the year ended 31 December 2025.

   Group Directors 2025 emoluments (KShs)

   Name	Designation	Salary	Allowances	Gratuity	Retainer	Sitting Allowance	Honoraria	Board expenses	Total
   Patrick Nyaga	GMD & CEO	52,458,807	36,109,156	10,653,173	-	-	-	-	99,221,136
   Nelson Kuria	Chairman	-	-	-	3,723,600	3,313,386	1,080,991	303,351	8,421,328
   James Njue	V/Chairman	-	-	-	3,723,600	1,759,229	1,055,254	279,888	6,817,971
   Michael Wambia	Director	-	-	-	1,441,329	1,937,025	1,042,384	411,008	4,831,746
   Gordon Owuor	Director	-	-	-	1,441,329	1,766,975	1,042,384	347,869	4,598,557
   Julius Mwatu	Director	-	-	-	1,441,329	1,594,971	1,042,384	468,400	4,547,084
   Rogers Kinoti	Director	-	-	-	1,390,154	1,465,962	1,029,516	292,485	4,178,117
   Sharon Kisire	Director	-	-	-	1,390,154	1,465,962	1,029,516	463,785	4,349,417
   Ludia Rono	Director	-	-	-	1,441,329	1,249,003	1,042,384	278,638	4,011,354
   Agnes Gathaiya	Director	-	-	-	360,332	533,612	-	324,972	1,218,916
   Grand Total		52,458,807	36,109,156	10,653,173	16,353,156	15,086,125	8,364,813	3,170,396	142,195,626

   Group Directors 2024 emoluments (KShs)

   Name	Designation	Salary	Allowances	Gratuity	Retainer	Sitting allowance	Honoraria	Board expenses	Total
   Patrick Nyaga	GMD & CEO	46,956,134	32,055,459	9,684,703	-	-	-	-	88,696,296
   Nelson Kuria	Chairman	-	-	-	3,723,600	2,672,189	939,992	215,385	7,551,166
   James Njue	V/Chairman	-	-	-	3,723,600	1,374,106	917,612	-	6,015,318
   Peter Nyigei	Director	-	-	-	923,077	529,702	906,422	-	2,359,201
   Michael Wambia	Director	-	-	-	1,441,329	2,507,143	906,422	303,686	5,158,580
   Gordon Owuor	Director	-	-	-	1,451,991	1,905,752	906,422	246,123	4,510,288
   Julius Mwatu	Director	-	-	-	1,441,329	1,419,055	906,422	229,231	3,996,037
   Rogers Kinoti	Director	-	-	-	1,390,154	1,290,046	906,422	220,000	3,806,622
   Sharon Kisire	Director	-	-	-	1,390,154	1,114,131	895,231	224,615	3,624,131
   Ludia Rono	Director	-	-	-	1,420,006	1,063,314	679,815	220,000	3,383,135
   Grand Total		46,956,134	32,055,459	9,684,703	16,905,240	13,875,438	7,964,760	1,659,040	129,100,774

   * GMD & CEO Group Managing Director & CEO

   
   
   

   The Group will not propose to make any changes to the non-executive remuneration level in 2026. By Order of the Board

   30 March 2026 Gail Odongo

   Group Company Secretary

   THE CIC INSURANCE GROUP PLC CORPORATE GOVERNANCE REPORT

   FOR THE YEAR ENDED 31 DECEMBER 2025 INTRODUCTION

   At CIC Insurance Group Plc, strong corporate governance is both a strategic priority and an expression of who we are. We recognise that effective governance is essential to our long-term stability and success, particularly in a dynamic and highly regulated insurance environment. By upholding transparency, accountability, fairness, and ethical conduct, we build the trust that enables us to serve policyholders, shareholders, employees, regulators, and the communities that rely on us.

   Our governance framework is grounded in the principles of fairness, accuracy, transparency, accountability, and responsibility. These principles guide the way we make decisions, exercise oversight, manage risks, and ensure compliance with the laws and standards that define our operating environment. They also reflect the values that shape our culture and our purpose of helping people secure their financial futures.

   The Group complies with all applicable legal and regulatory requirements, including the Companies Act 2015, the Insurance Act, the Capital Markets Authority Act, the CMA Code of Corporate Governance for Issuers, the Capital Markets (Public Offers, Listing and Disclosures) Regulations 2023, and our Memorandum and Articles of Association. We further adhere to the Nairobi Securities Exchange listing rules and the ethical obligations set out in our Code of Conduct and the Constitution of Kenya.

   Our commitment to sustainable value creation is reflected in the governance practices we have institutionalised - practices that reinforce integrity, protect stakeholder interests, and align our operations with the Group's mission and strategic objectives. The Board of Directors provides leadership and oversight, ensuring that governance principles guide our relationships with shareholders, customers, employees, and all other stakeholders. The Board remains fully accountable for the governance of the Company and upholds its fiduciary duties with diligence and integrity.

   This Statement outlines the Group's governance structure, policies, and practices, including the roles and responsibilities of the Board, management, and key committees. It also highlights our approach to risk management, internal controls, regulatory compliance, and ethical conduct. Strong governance enables us to adapt to changing market conditions, respond proactively to emerging risks, and pursue opportunities for sustainable growth while maintaining our reputation as a responsible and trusted insurer.

   Through this continued commitment, we aim to strengthen stakeholder value, enhance operational performance, and give customers confidence that CIC remains a reliable partner in securing their financial wellbeing.

   STATEMENT OF COMMITMENT

   The Board of CIC Insurance Group Plc remains firmly committed to upholding strong corporate governance, recognising that ethical culture, competitive performance, robust controls, and organisational legitimacy are the foundations of sustainable value creation and long-term success. The Board understands that sound governance and effective risk management are central to achieving the Group's strategic objectives and sustaining performance in a dynamic operating environment.

   In carrying out their statutory responsibilities, Directors are required to promote the long-term success of the Company for the benefit of all stakeholders. This responsibility calls for thoughtful consideration of the long-term implications of Board decisions, the legitimate interests of employees, and the strengthening of relationships with customers, suppliers, regulators, and other stakeholders. It also entails assessing the impact of the Company's operations on the community and the environment, while maintaining the highest standards of ethical business conduct and protecting the Company's reputation.

   The Board remains dedicated to continuously reviewing, strengthening, and refining the Company's governance principles, processes, and practices. This ongoing commitment ensures continued alignment with applicable governance guidelines and supports the effective application of governance standards throughout the Group's operations.

   THE CIC INSURANCE GROUP PLC

   CORPORATE GOVERNANCE REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025

   GENERAL GOVERNANCE FRAMEWORK

   The Group's governance framework defines the strategic direction of the organisation while delegating day-to-day operations to the executive management team led by the Group Managing Director & Chief Executive Officer. The Group Managing Director & Chief Executive Officer's performance is assessed against clear objectives and is subject to ongoing oversight by the Board.

   CIC Insurance Group Plc has institutionalised a comprehensive governance framework across strategic and operational levels, aligned with global best practices. The Board confirms that this framework is designed to achieve the following objectives:

   1. Protect and enhance shareholders value by maintaining highest standards of governance, business behavior and transparency.

   2. Ensure the pursuit of strategic opportunities within the board approved risk appetite.

   3. iii. Ensure the Board's accountability to shareholders and provide appropriate delegation of responsibilities to the Group

      Managing Director & Chief Executive Officer and the Board of Management.

   4. Provide a platform for regular review of the Group's governance structure against the nationally and universally accepted guidelines and best practices.

   5. Drive an Empowered One CIC Culture strengthening employee engagement, retaining critical talent and empowering all employees.

Strategic oversight rests with the Board of Directors, supported by its four standing committees and any ad hoc committees constituted as necessary. Shareholders exercise governance oversight through the Annual General Meeting. Operational management is delegated to the Group Managing Director & Chief Executive Officer, who is supported by the Board of Management.

THE BOARD CHARTER

The Board Charter defines the Board's roles and responsibilities, the delegated powers of various Board Committees and their roles and clearly distinguishes between the roles of the Board and Management regarding policies and practices.

The Board is responsible for determining the Company's overall objectives, developing strategies in conjunction with management to meet those objectives, formulating clear governance policies for the Company, delegating and segregating the Board's responsibilities and accountability, and evaluating the performance of the Board, its Committees, and individual Directors.

During the year under review, the Board is satisfied that it has fulfilled its responsibilities in accordance with its Charter. The existing Board Charter was last reviewed and approved by the Board in December 2023.

The Board Charter is available in the Investor Relations section of the Group's website at https://www.cicinsurancegroup.com/investor-relations.

THE BOARD

The Board is collectively responsible for the Group's vision, strategic direction, values, and governance. It provides leadership to ensure:

1. Sustainable long term success through objective and informed strategic judgment;

2. Effective succession planning and ensuring the right leadership capability to execute strategy;

3. Appropriate governance structures for sound management and operational effectiveness;

4. Ongoing monitoring of business performance supported by effective internal controls and risk mitigation ;

5. Ethical conduct and full compliance with laws, regulations, and standards.

The Chairman, together with the Group Managing Director & Chief Executive Officer and the Company Secretary, oversees the annual Board Work Plan and sets Board agendas to support effective governance throughout the year.The Board acts in the interests of shareholders while considering the needs of employees, customers, suppliers, regulators, and the wider community.

The Board's responsibilities include:

1. Setting the tone for the Group's values, ethical conduct, and responsible corporate citizenship;

2. Approving the Group's mission, vision, strategy, goals, and risk policy plans;

3. Ensuring adequate financial and human resources are in place to achieve strategic objectives;

4. Reviewing and approving Board succession plans and appointments of Non-Executive Directors;

5. Reviewing financial and governance reports and approving the Annual Report and Group results;

6. Declaring interim dividends and recommending final dividends;

7. Approving Group budgets proposed by the executive management team;

8. Establishing and maintaining an appropriate governance and oversight framework;

9. Reviewing the sufficiency, effectiveness, and integrity of risk management and internal controls;

10. Approving performance objectives, monitoring achievements, and overseeing public disclosures;

11. Overseeing reporting to shareholders on strategy, governance, performance, and disclosure processes;

12. Providing oversight over the activities and governance of the Group's subsidiaries;

13. Monitoring performance against targets and operational objectives;

14. Ensuring effective, timely, and fair resolution of disputes;

15. Monitoring the Group's relationships with stakeholders;

16. Overseeing sustainability and ESG related matters, including environmental, social, and governance risks and opportunities;

17. Providing oversight of data governance, cybersecurity, and technology related risks.

COMPOSITION AND DIRECTORS' APPOINTMENT

The composition of the Board is shaped by the Group's business model, shareholding structure, and governance framework, including the Board Charter and the Memorandum and Articles of Association. These foundational documents guide the Board's structure, size, and composition to ensure effective leadership and oversight.

The Group is committed to maintaining a Board whose members collectively offer the skills, expertise, and experience required to fulfil their responsibilities. A well-balanced Board is essential for navigating the complexity of the insurance and financial services sector and supporting the Group's long-term strategic direction.

To uphold strong governance, the Group seeks to ensure that the Board reflects a broad mix of professional backgrounds, knowledge areas, and perspectives. This diversity strengthens oversight, enhances decision making, encourages innovation, and contributes to a resilient governance process.

The following guiding principles inform the Board's composition:

• Independence and Objectivity - Appointing independent directors who provide impartial oversight and support objective decision-making.

• Appropriate Board Size - Ensuring the Board is suitably sized to discharge its responsibilities and support the Group's strategic

  objectives.

• Succession Planning - Maintaining continuity through structured and forward-looking succession plans.

• Diversity of Skills and Experience - Sustaining a wide range of skills, knowledge, and experience to meet the operational and strategic needs of the business.

  By applying these principles, the Group ensures that the Board remains effective in guiding the business toward sustainable growth, supported by transparency, accountability, and sound governance standards.

  COMPOSITION AND DIRECTORS' APPOINTMENT (CONTINUED)

  During the period under review, the Board comprised ten (10) directors: five (5) independent directors, one (1) executive director, and four (4) shareholder representatives. As at the end of the 2025 financial year, the Board continued to comprise ten (10) directors.

  BOARD OF DIRECTORS
  Position and Name	Executive	Non-Executive	Independence	Director Since
  Group Chairman: N. Kuria		X	Independent	29-Sep-2020
  Vice Chairperson: J. Njue		X	Non-Independent	13-May-2016
  Group MD & CEO: P. Nyaga	X		Executive	22-June-2020
  Director: A. Gathaiya		X	Independent	18-Aug-2025
  Director: M. Wambia		X	Non-Independent	23-May-2008
  Director: G. Owour		X	Non-Independent	19-May-2006
  Director: L. Rono		X	Non-Independent	16-June-2023
  Director: R. Kinoti		X	Independent	29-June-2021
  Director: J. Mwatu		X	Independent	20-May-2021
  Director: S. Kisire		X	Independent	05-Sep-2022

  Categories of Directors

  The Board's composition includes the following categories of directors:

  1. Executive Director - A Director who also holds an executive management role within the Company. Currently this position is held by the Group Managing Director & Group Chief Executive Officer.

  2. Independent Non-Executive Director - A director who does not hold an executive role, is not employed by the Company, and has no relationships that could impair independent judgment. An Independent Non-Executive Director may, however, hold shares in the Company.

  3. Non-Executive Director - A director who represents a shareholder or group of shareholders but does not hold an executive or management role within the Company.

  Appointment, Tenure, and Re-election of Directors

  The following principles guide the appointment, tenure, and re-election of directors:

• Re-election of Non-Executive Directors - Re-election after a three-year term is not automatic. The Board conducts a comprehensive performance evaluation before recommending any director for re-election, and shareholders are provided with all relevant information to support informed voting.

• Tenure of Independent Non-Executive Directors - Independent Non-Executive Directors may serve for a maximum of six (6) years, subject to any applicable regulatory approvals.

• New Director Appointments - Upon appointment, each director receives a formal letter outlining their duties, responsibilities, expected time commitment, and Board and Committee participation expectations.

  Board Committees

  The Board delegates specialist responsibilities to five (5) standing Committees Audit & Risk, Finance & Investment, Governance, Nomination & Human Resources and the Information Communication & Technology Committee. Each Committee operates under approved Terms of Reference that define its mandate. While Committees provide recommendations, the Board retains full decision-making authority.

  Committee membership is structured to leverage the skills, experience, and expertise of directors while ensuring a balanced distribution of responsibilities. Meetings are generally aligned with the Board meeting cycle unless specific circumstances require earlier review or convening of special meetings based on an agenda. Each Committee reports to the Board at the next scheduled meeting, presenting matters for consideration, adoption, or approval.

  A summary of the roles, responsibilities, membership, and meeting activities for each of the four Committees is outlined in the sections that follow. ROLES & RESPONSIBILITIES OF BOARD COMMITTEES

  Governance, Nomination & Human Resources	Audit & Risk	Finance & Investment	Information, Communication & Technology (ICT)
  Resource policies, frameworks, and practices. structures.	Ensures robust oversight of risk management frameworks, reviewing principal risks and ensuring effective risk mitigation strategies are in place.	Monitor business growth and business sustainability.	align with the Group's strategic objectives. Ensure the adoption and scalability of an agile delivery culture that supports operational excellence.

  • Oversees the overall governance structure, policies, and practices of the Board, ensuring alignment with best governance practices.

  • Evaluates and reviews the composition, balance, and effectiveness of the Board, making recommendations to enhance performance and effectiveness.

  • Identifies, assesses, and recommends suitable candidates for Board appointments, ensuring appropriate skill sets, experience, and diversity.

  • Manages succession planning for the Board and senior executive management, ensuring a structured and continuous leadership pipeline.

  • Reviews and advises on executive appointments, leadership succession plans, and professional development initiatives for senior management.

  • Provides strategic oversight of the Group's Human

  • Reviews and recommends policies related to recruitment, retention, compensation, benefits, performance management, and employee development.

  • Reviews senior management appointments, ensuring alignment with organizational strategy and objectives. Evaluates senior management performance and recommends appropriate compensation and benefits

  • Oversees financial reporting processes, ensuring the integrity, accuracy, and reliability of financial statements.

  • Reviews significant financial reporting issues and judgments made in connection with the preparation of financial statements.

  • Provides recommendations to the Board regarding the fairness, transparency, and completeness of the Annual Report, including long-term viability statements.

  • Evaluates and monitors the independence, objectivity, and effectiveness of external auditors and the overall external audit process.

  • Reviews and monitors internal control systems, financial management practices, and compliance with applicable laws and regulations.

  • Oversees the effectiveness and independence of the internal audit function.

  • Provides strategic oversight on matters relating to the financial management, investment activities and sustainability of the Group.

  • Reviews and advises on investment guidelines, asset allocation strategies, and financing policies.

  • Monitors the performance of the Group's investments, ensuring adherence to approved guidelines and objectives.

  • Reviews and recommends dividend policies and declarations to the Board.

  • Assesses and advises on capital allocation strategies, including corporate acquisitions, disposals, joint ventures, and other significant financial and strategic decisions.

  • Reviews and monitors financial performance, providing recommendations on budgeting and financial planning matters.

  • Overseeing IT governance, digital transformation and data analytics initiatives across CIC Group

  • Promoting ethical IT practices and fostering innovation

  • Implementing an IT control framework and monitoring significant IT investments.

  • Ensuring that business change initiatives

  • Establish an IT governance framework with clear accountability for technology investment decisions.

  • Ensure that a Return on Investment methodology is used for evaluating IT projects.

  • Oversee cybersecurity measures and ensure data security.

  • Ensure that business transformation initiatives are aligned with strategic goals.

  • Develop and oversee a robust data analytics framework to support strategic decision making.

  	Governance, Nomination & Human Resources	Audit & Risk	Finance & Investment	Information, Communication & Technology (ICT)
  Membership	The Governance and Nomination Committee comprised of six (6) members.	The Committee is comprised of four members, three of whom, including the chairman are independent non-executive directors. The members during the reporting period were:	The Committee comprised of five (5) members. The members during the reporting period were:	The Committee comprised of four (4) members. The members during the reporting period were:
  	The members during the reporting period were:
  Meetings	The Committee meets at least four times a year. During the period under consideration, the committee met three times	The Committee meets at least four times in a year. During the period under consideration, the committee met five times.	The Committee meets at least four times in a year. During the period under consideration, the committee met four (4) times.	The Committee meets at least four times in a year. During the period under consideration, the committee met one (1) times at its inaugural meeting in Q4 2025.

  • Mr. Julius Mwatu - Chairman

  • Dr. Rogers Kinoti

  • Mr. Johnson Kegohi

  • Mrs. Sharon Kisire

  • Ms. Ludia Cherono - Chairman

  • Mr. Rogers Kinoti

  • Mr. Cornelius Ashira

  • Mr. Edwin Otieno

  • Mr. Patrick Nyaga

  • Mr. Nelson Kuria-Chairman

  • Mr. Gordon Owuor

  • Mr. Michael Wambia

  • Mrs. Agnes Gathaiya - Chairman

  • Mr. Patrick Nyaga

  • Ms. Ludia Cherono

  • Mr. Julius Mwatu

  • Mr. James Njue

  • Mr. Patrick Nyaga

  • Mrs. Sharon Kisire

  1. Financial Reporting & External Audit Oversight

     • Reviewed and recommended for Board approval the half year results and annual audited financial statements, including

       management's significant accounting judgements and disclosures.

     • Considered going concern and viability assessments, stress/scenario analyses, and related disclosures.

     • Reviewed the external auditor's management letter, monitored timely remediation of findings, and tracked closure of repeat

       issues.

     • Assessed the independence, objectivity, and effectiveness of the external auditor (including non-audit services, partner

       rotation, and fee mix) and recommended the auditor's re appointment to shareholders.

     • Monitored key IFRS developments applicable to insurers (e.g., IFRS 17/IFRS 9 interactions and disclosure quality) and the adequacy of related internal controls over financial reporting.

  2. Internal Audit, Controls & Assurance

     • Reviewed and approved the risk based Internal Audit plan for the year ending 31 December 2025, confirming coverage of core financial, operational, IT, and conduct risks.

     • Monitored quarterly Internal Audit reports, tracked management action plans, and evaluated the effectiveness of internal controls across the Group.

     • Reviewed the organisational independence, resources, and competency of Internal Audit, including conformance with professional standards and the audit charter.

     • Considered the assurance map/combined assurance across internal audit, risk, compliance, and external audit to avoid duplication and address coverage gaps.

  3. Risk Management & Actuarial Matters

     • Reviewed the Enterprise Risk Management (ERM) framework, risk appetite statement, and principal risks with associated mitigation strategies, escalated material changes to the Board.

     • Oversaw insurance risk themes (pricing, underwriting, claims, reinsurance, concentration risk), market/credit/liquidity risks, and operational risks (including model and vendor risk).

     • Received reports from the Group Actuary on reserving adequacy, assumptions, stress testing, and liability valuation linkages to IFRS 17 disclosures.

  4. Regulatory Compliance & Legal/Conduct Oversight

     • Reviewed compliance with financial control procedures and regulatory requirements, including filings and prudential ratios where applicable.

     • Monitored regulatory correspondence (e.g., IRA and CMA), remediation of supervisory recommendations, and status of undertakings provided to regulators.

     • Oversaw whistleblowing arrangements (independence, accessibility, and responsiveness) and reviewed themes, root causes, and remediation arising from investigations.

     • Considered conduct of business and fair customer outcomes (claims handling timeliness, complaints, disclosures), including any thematic reviews.

  5. Technology, Data & Cybersecurity

     • Reviewed IT general controls, cybersecurity posture, and data governance, including privacy controls and resilience testing; monitored significant incidents and remedial actions.

     • Considered emerging AI/analytics risks, model validation practices, and accountability for algorithmic decision making relevant to underwriting, pricing, and claims.

  6. Related Party, Fraud & Other Oversight

     • Reviewed related party transaction controls and disclosures, ensuring compliance with policy, arm's length terms, and

       approval thresholds.

     • Monitored the Group's fraud risk management, including case trends, prevention controls, and reporting to the Authority where

       required.

     • Considered tax compliance and significant tax exposures/contingencies as part of financial reporting oversight.

The table below shows attendance for both Board and Committee meetings by directors in the year ended 31 December 2025. In addition to the usual quarterly meetings of the Board and its standing committees, additional meetings may be convened as necessary to consider and deliberate urgent matters.

Notes:

1. (a) Number of meetings convened during year when the director was a member.

2. (b) Number of meetings attended by the Director during the year.

3. * Not a member

The Board recognises that diversity strengthens governance, broadening perspectives and enhancing the quality of oversight and decision making. A diverse Board is better equipped to anticipate market developments, respond to emerging risks, and identify opportunities that support sustainable growth.

The Board's collective expertise spans Business Management, Banking and Finance, Actuarial Science, Accounting, Communications, Economics, Marketing, Project Management, Risk Management, Human Resources, Legal and Governance. In shaping Board composition, directors consider the mix of skills, capabilities, and experience required to meet the Group's current and future strategic needs.

The Governance Nominations and Human Resource Committee leads the evaluation and interviews of prospective directors, ensuring strong

succession planning and alignment with the Group's strategic priorities.

DIRECTOR INDEPENDENCE

The Board places a premium on independent judgment as a statutory and regulatory expectation for effective oversight. In line with the CMA Code of Corporate Governance for Issuers (2015) and the Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023, the Company subjects directors to annual independence and fitness assessments that consider the nature and extent of any relationships with the Group and any external interests that could impair objective judgment. The Board also ensures completion and review of the fit and proper declarations required for directors and key persons, and engages with the Capital Markets Authority as part of the continuing listing and disclosure obligations applicable to issuers. These processes-together with rotation practices and ongoing disclosures-provide objective evidence that directors remain free of management influence, conflicts, or other circumstances that could compromise independence, thereby supporting credible governance and market integrity.

TENURE

Shareholders may nominate candidates for election or re-election at the Annual General Meeting. In accordance with the Memorandum and Articles of Association, one third (1/3) of directors retire by rotation each year, with those longest in office since appointment or last election presenting themselves for re-election.

BOARD WORKPLAN

The Board operates under an annual Workplan that structures its activities, ensures regulatory compliance, and aligns the timing of Board and Committee meetings with key business and governance milestones.

SUCCESSION PLANNING

The Board adopts a proactive approach to succession planning to ensure continuity, capability, and resilience. The Governance Nominations & Human Resource Committee assesses potential candidates based on qualifications, experience, and alignment with Board requirements. All shortlisted candidates undergo due diligence and regulatory approval prior to appointment or election.

DIRECTOR INDUCTION

New directors participate in a structured induction programme covering the Group's business model, governance framework, strategy, and

regulatory obligations. This enables directors to contribute effectively from appointment and aligns with the Group's Induction Policy. SEPARATION OF ROLES: CHAIRMAN AND GMD & CEO

The roles of Chairman and Group Managing Director & Chief Executive Officer are separate to preserve Board independence and ensure clear accountability. The Chairman, an Independent Non-Executive Director leads Governance processes and the Board's mandate. The GMD & CEO leads day-to-day operations and executes the Board-approved strategy.

SEPARATION OF ROLES: CHAIRMAN AND GMD & CEO (CONTINUED) DUTIES OF THE GROUP CHAIRMAN

The Chairman provides leadership to the Board and ensures effective governance. Key responsibilities include:

• Guiding the Board's work and setting agendas in consultation with the GMD & CEO and Company Secretary;

• Ensuring timely, relevant information flow for informed decision- making;

• Promoting a culture of constructive debate and ethical leadership;

• Leading the Board evaluation process and supporting continuous governance improvement

• Representing the Group in key stakeholder engagements;

• Overseeing governance compliance, Board effectiveness, and Committee independence

• Supporting crisis oversight and ensuring strategic risks are addressed.

  ROLE OF THE GMD & CEO

  The GMD & CEO is responsible for executing strategy and driving operational performance across the Group. Core responsibilities include:

• Translating strategy into actionable plans and delivering on financial and operational objectives;

• Overseeing business unit performance, risk management and operational efficiency;

• Reporting to the Board on financial, strategic and regulatory matters;

• Leading people, culture and organisational capability;

• Ensuring robust governance, compliance and internal control environments;

• Engaging regulators, investors, partners and other external stakeholders;

• Undergoing annual performance evaluation against agreed objectives.

  BOARD CAPACITY BUILDING

  To maintain effectiveness, the Group implements a structured Board Capacity Building Programme that includes:

• Ongoing training on governance, risk, regulatory developments, and industry trends;

• Participation in local and international governance forums

• Periodic briefings from external experts

• Comprehensive induction for new directors and refresher sessions for all members

• Annual Board evaluations to identify improvement areas

• During the year, Directors undertook training exceeding the 24-hour minimum required under the Code of Corporate Governance.

  The trainings undertaken during the year 2025 are as follows:-

  No.	Training
  1.	'Leading the Board' Programme - Strathmore Business School training
  2.	ICT Governance training - Virtual training conducted for all Board members (Kenya and Regions)
  3.	Audit Training - Training conducted for Audit & Risk Committee Chairs from 7th to 9th October 2025
  4.	Digital Transformation and Governance in a Technology Driven World - Training scheduled for Directors in Malawi, South Sudan and Uganda
  5.	AML/CFT Training - Training for Uganda Board & Senior Management conducted on 29th October 2025 organized by the Financial Intelligence Authority
  6.	HR Committee trainings
  7.	Role of AI in Board meetings - The role of AI in board meetings is emerging as a key trend, with applications in agenda preparation, real-time transcription, data analysis, and compliance monitoring-enhancing efficiency while raising important considerations around ethics, accountability, and data privacy
  8.	Insurance Training - Virtual Insurance training conducted for all Kenyan and regional Directors by Dr. Monehin and Mr. James Nyokangi
  9.	Culture and Industry Overview, Strategic Pillars - Training facilitated by Dr. Wale during the Board retreat.

  The Group's Remuneration Policy ensures director compensation is transparent, competitive, and aligned to responsibilities.

• Non-Executive Directors receive fixed fees and Committee retainers based on engagement levels.

• Remuneration is benchmarked against industry peers and reviewed regularly.

• Significant changes are subject to shareholder approval at the Annual General meeting.

  BOARD EVALUATION

  Annual evaluations assess the effectiveness of the Board, its Committees, and individual directors. The process focuses on strategic oversight, risk governance, and contribution to Board work. The Group periodically engages independent evaluators to ensure objectivity. Outcomes inform development plans to strengthen governance.

  BOARD SKILLS MATRIX

  In 2025, the Governance, Nominations & Human Resource Committee introduced a Board Skills Matrix to align Board capability with the Group's strategy and regulatory expectations. The matrix maps each Director's competencies-covering insurance and financial services, strategy and capital allocation, risk and audit, technology and data (including AI/cyber), ESG and sustainability, legal and governance, and people and culture-against the target capability profile for both long-term and near-term priorities. It is applied through an annual assessment to:

• verify that collective skills and experience support the Group's strategic objectives;

• identify gaps and succession needs;

• guide targeted director development; and

• inform future appointments to maintain appropriate independence, diversity, and stakeholder confidence.

The Board through the Governance Nomination & Human Resource Committee endeavours to track skills coverage, development activities, and any adjustments made to keep Board composition fit for purpose and aligned with stakeholder and regulatory expectations

ACCESS TO INFORMATION AND INDEPENDENT ADVICE

Directors may seek independent professional advice through the Chairman or Company Secretary. They have unrestricted access to management information necessary for informed oversight.

SECRETARY TO THE BOARD

The General Counsel & Group Company Secretary ensures the Board's governance processes comply with legal and regulatory obligations. The Secretary supports Board meetings, maintains governance records, and facilitates communication between directors, management, and shareholders.

SHAREHOLDER RELATIONS

The Group prioritises transparent, timely, and accurate communication with shareholders. Key practices include:

1. Adoption of international accounting standards for transparency;

2. Clear delineation of Board and management roles;

3. Compliance with all relevant laws and governance codes;

4. Strategic initiatives promoting long term sustainability;

5. Timely financial disclosures;

6. Strengthened audit processes and auditor independence.

Shareholder engagement is facilitated through the website, the AGM, annual reports, regulatory disclosures, investor briefings, press releases, and dedicated support from the Business Excellence (BEX) Department.

We are committed to safeguarding the rights and interests of minority shareholders and ensuring that all shareholders are treated equitably. Minority shareholders are protected from any adverse actions by controlling or majority shareholders through transparent governance structures, independent Board oversight, and adherence to established approval processes for related party transactions and key corporate decisions. The Company provides minority shareholders with equal access to timely and accurate information through annual reports, investor briefings, the Company website, and the Annual General Meeting, where they are afforded an opportunity to raise concerns and seek clarification. In addition, minority shareholders have access to formal channels of redress, including escalation through the Investor Relations team and applicable regulatory frameworks, thereby ensuring their interests are considered in decision-making and that their rights are not prejudiced.

ACCOUNTABILITY, RISK MANAGEMENT, AND INTERNAL CONTROL

The Group operates a structured Enterprise Risk Management (ERM) framework covering strategic, financial, operational, regulatory, technology, cyber, and ESG risks. The Audit & Risk Committee oversees risk governance, including:

1. Annual review of the risk framework;

2. Continuous risk identification and assessment;

3. Development and monitoring of mitigation plans;

4. Tracking key risk indicators;

5. Regular Board reporting;

6. Embedding risk culture across all business units.

   Risk Governance is supported by the Three Lines of Defense Model

   • First Line - Business units

   • Second Line - Risk and Compliance

   • Third Line - Internal Audit INTEGRITY OF REPORTING

Strong internal controls ensure the accuracy, reliability, and compliance of financial and corporate reporting. The Board obtains assurance from the GMD & CEO and CFO on:

1. Proper maintenance of financial records;

2. Compliance with accounting standards and regulatory requirements;

3. Effectiveness of internal controls.

   The external auditor, PwC, provides an independent audit opinion and presents the report to shareholders at the AGM. INTERNAL AUDIT

   Internal Audit provides independent assurance on governance, risk management, and internal controls. Its responsibilities include:

   • Conducting Risk-Based audits

   • Ensuring compliance with internal and regulatory requirements

   • Reviewing operational and financial controls

   • Performing fraud and investigative audits

   • Reporting findings to management and the Board

   • Tracking implementation of recommendations. EXTERNAL AUDIT

     PwC performs the external audit in accordance with IFRS and regulatory requirements, issuing an independent opinion on the financial statements and participating in the AGM to engage with shareholders.

     THE CIC INSURANCE GROUP PLC

     CORPORATE GOVERNANCE REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025

     LEGAL AND COMPLIANCE AUDIT

     Purpose and Regulatory Basis

     The Legal & Compliance Audit independently evaluates the Group's frameworks, controls and operational practices against applicable Kenyan statutes and regulations and recognized global benchmarks. The review considers: the CMA Code of Corporate Governance Practices for Issuers of Securities, 2015; the Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023 and NSE continuing obligations; the Insurance (Corporate Governance) Guidelines, 2022 under the Insurance Act and Directors' duties under the Companies Act, 2015 and the Retirements Benefits Authority governance standards.

     Scope of the Legal & Compliance Audit

     Independent counsel and compliance professionals provided legal advisory services comprising a Legal and Compliance Audit of CIC Insurance Group PLC and its subsidiaries namely CIC Life Assurance LTD, CIC General Insurance LTD & CIC Asset Management LTD. The Audit covered the Group's operation for the last Twenty-Four (24) months and included a review of compliance with the following areas:

     1. Corporate governance and company law, including compliance with the Companies Act, Board and Committee Charters, the Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015, IRA Corporate Governance Guidelines and the Retirement Benefits Authority governance standards.

     2. Fund management and retirement benefits regulations including the Retirement Benefits Act and regulations, Capital Markets Act and regulations, trust deeds, scheme rules, investment guidelines, custody of assets and reporting obligations.

     3. Consumer protection and market conduct, including compliance with the Data Protection Act, 2019, sector - specific consumer protection guidelines and fair treatment of customers.

     4. Anti-Money Laundering and Countering the Finance of Terrorism (AML/CFT), including compliance with the Prevention of Terrorism and Anti-Money Laundering Act (POCAMLA), the Prevention of Terrorism Act, AML/CFT policies, customer due diligence, transaction monitoring and reporting to the Financial Reporting Centre.

     5. Employment and other cross-cutting laws, including labour laws, social security legislation, competition law, environmental law, land law and intellectual property law

        Litigation and dispute management, including actual, pending or threatened litigation arbitration, mediation and employment disputes.

        Objectives of the Engagement

   • Regulatory compliance monitoring and filings across CMA, NSE, IRA and Companies Act requirements, including timely submissions, disclosure quality and evidence of 'apply-and-explain' against the CMA Code.

   • Continuous disclosure and market conduct: processes to identify material information, manage confidentiality and release announcements in line with disclosure rules and listing obligations.

   • Contracting and legal risk: lifecycle controls (approval thresholds, legal review, related-party safeguards, termination/indemnity clauses) with specific attention to issuer-related party rules.

   • Financial services and insurance regulation: compliance with IRA governance guidelines for control functions (Risk, Compliance, Internal Audit, Actuarial) and prudential expectations, where applicable.

   • Anti-bribery and integrity controls: policy design, risk assessment, third-party due diligence, gifts and hospitality controls, investigations and disciplinary protocols (aligned to ISO 37001).

   • Compliance management system maturity: leadership commitment, roles and accountabilities, risk-based planning, training coverage, monitoring, corrective action and continual improvement.

   • Data privacy, information security and insider trading: alignment between insider-dealing controls (closed periods, pre-clearance) and continuous disclosure; linkage of privacy/security controls to regulatory risk.

   • Whistleblowing and ethics: channel independence, confidentiality, case handling, root-cause remediation and periodic Board reporting.

     Output and Deliverables.

   • Independent Legal & Compliance Audit Report (2025) with two (2) year look-back highlighting findings, ratings, root causes, regulatory impact and a prioritized remediation roadmap.

   • A management representation of findings to the Board, through Audit, Risk and Compliance Committee and the full Board.

   • A Compliance Matrix and Action Plan Tracker

     Oversight and Assurance.

     Progress on the action plan tracker is independently validated through Internal Audit's follow-up reviews, with status reported to the Audit & Risk Committee and escalated to the Board until closure of all findings.

     Objective and Standards.

     The Governance Audit provides an independent assessment of the Group's governance instruments, structures and practices against the CMA Code of Corporate Governance for Issuers (2015), the Insurance (Corporate Governance) Guidelines, 2022, the Companies Act, 2015 and recognized standards (King IV; G20/OECD Principles). The audit follows the profession's Kenyan practice as advanced by the Institute of Certified Secretaries (ICPSK).

     Scope of Work

   • Board constitution and composition (independence, diversity of skills/experience, succession pipelines and renewal mechanisms).

   • Leadership, ethics and corporate citizenship (tone from the top, Code of Conduct, whistleblowing channels and anti-bribery posture). Strategy, risk and performance (strategy-setting clarity, risk appetite and alignment to performance objectives, oversight of principal risks and resilience).

   • Governing structures and delegation (Board/Committee mandates, annual workplan coverage and efficacy of delegation to management with robust reporting lines).

   • Transparency and disclosure (quality, timeliness and completeness of regulated disclosures and shareholder communications under CMA Regulations and NSE obligations).

   • Stakeholder relationships (shareholder engagement, customer outcomes, regulator interactions and employee voice mechanisms).

   • Sustainability and ESG (integration of ESG, climate- and conduct-related risks into governance and reporting). Deliverables.

   • Independent Governance Audit Report (2025) addressing governance design and effectiveness, significance-rated findings, maturity observations and prioritized recommendations.

   • Governance Improvement Plan with owners, timelines and metrics, integrated into the Board Workplan and Committee calendars.

   • Follow-up Review Protocol specifying how closure will be validated. Board and Management Response

     The Board has mandated enhanced director continuous development and induction; clearer Committee charters and cross-committee handshakes; stronger disclosure controls and market-conduct training to reflect 2023 CMA obligations; and deeper oversight of ESG, data/cyber and AI governance in line with global best practice.

     CAPITAL MARKETS AUTHORITY (CMA) CORPORATE GOVERNANCE ASSESSMENT

     Annually the CMA, as part of its statutory activities, undertakes an assessment of the Group's status of implementation of the Code of Corporate Governance Practices for Issuers of Securities to the Public. During the year 2024, the Group was assessed on seven (7) pillars, the outcome of which is outlined below:

     PILLAR	SCORE	RATING
     Commitment to Good Corporate Governance	85%	Leadership
     Board Operations & Control	75%	Leadership
     Rights of Shareholders	85%	Leadership
     Stakeholder Relations	86%	Leadership
     Ethics & Social Responsibility	85%	Leadership
     Accountability, Risk Management & Internal Control	90%	Leadership
     Transparency and Disclosure	83%	Leadership
     Overall Weighted Score	82%	Leadership

     The Group's Code of Conduct anchors our commitment to ethical behaviour, integrity, and accountability across all levels of the organisation. It sets the standards that guide directors, employees, and stakeholders in fulfilling their responsibilities, ensuring that the Group operates with transparency and in full compliance with applicable laws, regulations, and governance expectations.

     Core Principles of the Code of Conduct:

   • Ethical business practices grounded in honesty, fairness and transparency.

   • Zero tolerance for bribery, corruption and any form of unethical conduct.

   • Protection of confidential information and strict adherence to data privacy regulations.

   • Commitment to fair competition and responsible market conduct.

   • Full disclosure and management of conflicts of interest.

   • Promotion of diversity, equity, inclusion and respect in the workplace.

   • Availability of confidential reporting mechanisms and protection of whistle blowers.

     The Code is embedded in our culture through regular training and continuous awareness initiatives. Non-compliance may result in disciplinary action, including termination and, where necessary, legal or regulatory consequences.

     CONFLICT OF INTEREST

     To safeguard the integrity of decision making, directors, officers, and employees must avoid situations in which personal interests conflict with the interests of the Group. The Group maintains a clear and structured Conflict of Interest Framework to enforce transparency and uphold stakeholder.

     Key components include:

   • Mandatory and timely disclosure of actual or potential conflicts to the Chairman and Company Secretary

   • Maintenance of a formal Conflict of Interest Register.

   • Recusal from any discussions or decisions where a conflict exists

   • Conflict of interest declaration as a standing agenda item at all Board and Committee meetings

   • Periodic assessments conducted by the Risk and Compliance function through structured questionnaires.

     Failure to disclose a conflict or acting in a manner contrary to the Group's interests may result in disciplinary or legal action. Dispute Resolution

     The Company is committed to fair, timely, and transparent resolution of disputes in accordance with the CMA Code of Corporate Governance Practices for Issuers of Securities to the Public. The Board promotes proactive engagement and open communication to address concerns early and minimise escalation.

     The Group's Dispute Resolution Policy provides a structured process for handling disputes through internal review, negotiation, and mediation, with recourse to legal proceedings only where necessary. This framework ensures the equitable treatment of all shareholders, including the protection of minority shareholders' interests, and reinforces the Company's commitment to accountability, stakeholder confidence, and sound governance.

     Regulatory Compliance

     Regulatory compliance is integral to the Group's governance architecture. We maintain a forward-looking compliance function that monitors, interprets, and facilitates adherence to evolving legal and regulatory requirements across all jurisdictions in which the Group operates.

     Our compliance framework includes:

   • Continuous monitoring of regulatory developments from CMA, IRA, the Companies Act, Nairobi Securities Exchange Listing rules and other statutory bodies.

   • Timely submission of statutory filings, governance reports and regulatory disclosures.

   • Regular compliance training for employees, leadership and directors.

   • Internal and external compliance audits with action plans implemented to strengthen controls

     This proactive approach enhances stakeholder confidence, mitigates legal risk, and reinforces the Group's reputation as a responsible and compliant organization.

     THE CIC INSURANCE GROUP PLC

     CORPORATE GOVERNANCE REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025

     INSIDER TRADING RESTRICTIONS

     To preserve market integrity and ensure fair dealing, the Group enforces stringent insider trading restrictions aligned with CMA regulations and global best practice.

     Key provisions include:

   • Closed-period trading restrictions before quarterly and annual financial disclosures.

   • Prohibition of trading while in possession of material non-public information.

   • Prohibition of sharing insider information or encouraging others to trade.

   • Pre-approval of trades by directors and senior executives through the Company Secretary.

   • Ongoing training and active monitoring by the Compliance Department. Breaches may result in disciplinary action, regulatory sanctions, or legal penalties. CONTINUOUS DISCLOSURE

     The Group's Continuous Disclosure Policy ensures that all stakeholders receive timely, accurate, and relevant information regarding financial performance, governance developments, and strategic initiatives.

     Key objectives include:

   • Full compliance with CMA disclosure requirements and other regulatory obligations

   • Transparent communication of material developments through announcements, investor briefings and regulatory filings.

   • Responsible handling of commercially sensitive information while ensuring compliance with insider trading rules. GOVERNANCE POLICIES

     The Group maintains a robust suite of governance policies that support ethical conduct, informed decision-making and effective risk oversight. These include:

   • Board Charter

   • Code of Conduct and Ethics

   • Trading and Insider Trading Policy

   • Continuous Disclosure Policy

   • Stakeholder Engagement Policy

   • Risk Management Policy

   • Procurement Policy

   • Whistleblower Policy

   • Interrelated Parties Transactions Policy

     These policies reinforce our governance standards and ensure alignment with regulatory expectations and global good practice.. COMMUNICATION WITH STAKEHOLDERS

     The Group is committed to open, transparent, and responsive communication with stakeholders, including shareholders, regulators, employees, customers, and the public. Key communication channels include:

   • CMA & Statutory filings

   • Annual and interim financial reports

   • Investor briefings and analyst calls

   • Media engagement and public announcements

   • Customer Service platforms, digital channels and social media

   • The Group website for real-time updates

     We prioritise two-way communication to build trust, address concerns, and ensure stakeholders remain well informed.

     The AGM is a critical forum for shareholder engagement, governance transparency, and accountability. Key features include:

   • Circulation of the Annual General Meeting Notices and materials

   • Shareholder participation in Q&A Sessions and voting on key resolutions

   • Presentation of financial results, governance reports and sustainability disclosures

   • External auditor engagement with shareholders

   • Conventional/Electronic voting, enhancing accessibility and participation. INVESTOR BRIEFINGS

     Regular investor briefings strengthen confidence in the Group's performance and strategic direction. Key objectives include:

   • Transparent and accurate financial reporting

   • Discussion of strategy, growth opportunities and industry trends

   • Direct engagement with institutional and retail investors

   • Compliance with CMA requirements on investor communication. CUSTOMER SERVICE

     The Group strives to deliver exceptional customer experience across all touchpoints. Through the Business Excellence (BeX) Department, we ensure efficient, responsive, and professional service. Our commitments include:

   • Seamless support via digital platforms, call centres and in-person service points.

   • Dedicated mechanisms to capture and resolve customer feedback and complaints

   • Deployment of digital and AI-driven tools to enhance service delivery

   • Strict compliance with consumer protections and industry regulations. INFORMATION TECHNOLOGY

     Technology drives the Group's operational excellence, resilience, and customer experience. The IT Governance Framework ensures secure, ethical, and efficient use of technology. The fundamental focus areas include:

   • Cybersecurity and data protection aligned with global standards.

   • Digital transformation through AI, cloud, and automation technologies.

   • IT compliance, risk management, and continuous system audits.

   • Strengthened disaster recovery and business continuity capabilities. PROCUREMENT POLICIES

     Procurement is guided by principles of fairness, transparency, and integrity. Strategic focus areas include:

   • Ethical sourcing and supplier due diligence.

   • Competitive bidding and use of e procurement platforms.

   • Independent oversight through a Procurement and Tender Committee.

   • Regular procurement audits and risk assessments. WHISTLEBLOWER POLICY

     The Group provides a secure, confidential, and retaliation free environment for reporting unethical behaviour. Vital areas include:

   • Independent whistleblowing hotline and reporting channels.

   • Confidentiality and full protection for whistleblowers.

   • Prompt, impartial investigations and appropriate corrective action.

   • Zero tolerance for retaliation.

The above areas reinforce our culture of integrity, transparency, and accountability.

*LC - Local Company

**LI - Local Individual

***FC- Foreign Company

TOP TEN INDIVIDUAL SHAREHOLDERS OF THE CIC INSURANCE GROUP PLC AS AT 31 DECEMBER 2025

THE CIC INSURANCE GROUP PLC SENIOR MANAGEMENT SHAREHOLDING AS OF 31 DECEMBER 2025

DISTRIBUTION SCHEDULE AS OF 31 DECEMBER 2025

CATEGORY SUMMARY OF SHAREHOLDERS AS AT 31 DECEMBER 2024

The Group communicates open and closed periods for trading in its shares to its employees and directors on an annual basis. Approved by the board of directors on 30 March 2026 and signed on its behalf by:

The Companies Act, 2015 requires the directors to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Group at the end of the financial year and of its financial performance for the year then ended. The directors are responsible for ensuring that the Group and its subsidiaries keep proper accounting records that are sufficient to show and explain the transactions of the Group; disclose with reasonable accuracy at any time the financial position of the Group; and that enables them to prepare financial statements of the Group that comply with prescribed financial reporting standards and the requirements of the Companies Act, 2015. They are also responsible for safeguarding the assets of the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors accept responsibility for the preparation and presentation of these financial statements in accordance with IFRS Accounting Standards and in the manner required by the Companies Act, 2015. They also accept responsibility for:

Having assessed the Group's and Company's abilities to continue as going concerns, the directors are not aware of any material uncertainties related to events or conditions that may cast doubt upon the Group's and Company's abilities to continue as going concerns.

The directors acknowledge that the independent audit of the financial statements does not relieve them of their responsibilities. Approved by the Board of Directors on 30 March 2026 and signed on its behalf by:

Our opinion

We have audited the accompanying financial statements of The CIC Insurance Group Plc (the Company) and its subsidiaries (together, the Group) set out on pages 34 to 193, which comprise the consolidated statement of financial position at 31 December 2025 and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, together with the Company statement of financial position at 31 December 2025, and the Company statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the financial statements, comprising material accounting policies and other explanatory information.

In our opinion the accompanying financial statements give a true and fair view of the financial position of the Group and the Company at 31 December 2025 and of their financial performance and cash flows for the year then ended in accordance with IFRS Accounting Standards and the requirements of the Companies Act, 2015.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.

We are independent of the Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Kenya. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

PricewaterhouseCoopers LLP. PwC Tower, Waiyaki Way/Chiromo Road, Westlands P O Box 43963 - 00100 Nairobi, Kenya

T: +254 (20) 285 5000 F: +254 (20) 285 5001

Partners: J Aroi E Kerich P Kiambi B Kimacia M Mugasa F Muriu P Ngahu R Njoroge S O Norbert's

B Okundi K Saiti