2025 Integrated Report and Financial Statements

POWERING AFRICA'S OPPORTUNITIES

We are at the heart of Africa's growth, bridging businesses, moving Africa Forward.

TABLE OF CONTENTS

ABOUT THIS REPORT 1

INTEGRATED REPORT OVERVIEW 1

EQUITY AT A GLANCE 4

WHO WE ARE 4

OUR 2025 HIGHLIGHTS 9

REFLECTIONS FROM OUR CHAIRPERSON 16

A MESSAGE FROM OUR GROUP MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER 18

PROTECTING AND PRESERVING OUR VALUE 22

GOVERNANCE 22

GROUP BOARD OF DIRECTORS 25

GROUP EXECUTIVE MANAGEMENT 41

COMPLIANCE WITH LAWS AND REGULATIONS 44

KEY POLICIES 49

GOVERNANCE AUDITOR'S REPORT 51

OUR OPERATING ENVIRONMENT - ONE EQUITY 52

DELIVERING ON OUR STRATEGY 67

OUR INTEGRATED TRANSFORMATION APPROACH 67

TRANSFORMATION AGENDA 82

OUR BUSINESS MODEL- CREATING VALUE THROUGH OUR CAPITALS 89

RISK MANAGEMENT 94

VALUE CREATED FOR OUR STAKEHOLDERS 99

MATERIAL TOPICS 99

STAKEHOLDER ENGAGEMENT 102

OUR PEOPLE 109

OUR SUSTAINABILITY AND SOCIAL IMPACT 113

EQUITY GROUP FOUNDATION 113

FINANCIAL STATEMENTS 127

FINANCIAL STATEMENTS - NOTES 148

CONSOLIDATED PROFILES OF THE BOARD OF DIRECTORS 255

GRI CONTENT INDEX 279

SHAREHOLDER INFORMATION 283

PROXY FORM 288

ABOUT THIS REPORT

THEME: IMPACTING THE PRESENT, TRANSFORMING TOMORROW

From our founding as a building society in 1984, Equity has been driven by a singular, unwavering purpose, to transform lives, give dignity, and expand opportunities for wealth creation across Africa. In 2025, that purpose translated into our strongest financial performance in history, as strategy, transformation, and impact converged in ways that redefined what a Pan-African financial institution can achieve. Across six countries, we deepened our role as a private-sector-led development platform, serving 22.4 million customers while disbursing KES 99.5 billion in social and sustainability investment. This year also marked the evolution of our model from dual to three engines of value; economic, social, and sustainability, with sustainability continuing to be at the heart of our growth and value creation strategy. Guided by the Africa Recovery and Resilience Plan, and powered by digital innovation, human capital, and coordinated finance, we are not simply responding to the Africa of today; we are actively architecting the Africa of tomorrow.

INTEGRATED REPORT OVERVIEW

Equity Group Holdings PLC ("Equity", "the Group", "Equity Group" or "EGH") is pleased to present its 2025 Integrated Report, which explains how the Group creates, preserves, and sustains value over time through its Three-Engine business model, while delivering on its purpose of transforming lives, giving dignity, and expanding opportunities for wealth creation.

This Integrated Report provides a holistic view of the Group's financial and non-financial performance and prospects, demonstrating the connectivity between strategy, governance, risk management, performance, and outlook. It is intended to enable providers of financial capital and other stakeholders to assess the Group's ability to deliver sustainable long-term value.

Integrated Reporting Approach

This report is the outcome of integrated thinking embedded across the Group and reflects how Equity considers the interdependencies between its operating environment, strategic priorities, risk management, and capital allocation decisions. It seeks to demonstrate how the Group balances growth, resilience, and impact while managing trade-offs inherent in operating across multiple markets and sectors.

The content has been structured in line with the principles of the International Integrated Reporting Framework, with an emphasis on strategic focus, connectivity of information, stakeholder relationships, materiality, reliability, and consistency.

Value Creation and Reporting

INTEGRATED REPORTING PROCESS

The integrated report provides a balanced, transparent, and forward-looking view of the Group's performance and prospects, enabling stakeholders to understand how the Equity Group creates sustainable value over time.

The integrated reporting process is led by executive management and overseen by the Board and is supported by cross-functional collaboration to ensure that financial and non-financial information is aligned, reliable, and

decision-useful.

VALUE CREATION THROUGH OUR THREE-ENGINE MODEL

We create value for our stakeholders through the Three-Engine model which guides our thinking and business operations. This model allows us to delicately balance social, economic and sustainability issues.

INTEGRATED THINKING

Equity applies integrated thinking to identify the matters that materially affect its ability to create, preserve, or erode value over the short, medium, and long term.

This includes engagement with key stakeholders, assessment of risks and opportunities, and consideration of impacts across the capitals employed. Robust internal controls and validation processes enhance information integrity.

CONCEPTUAL FRAMEWORK

1

Materiality Approach

Equity applies the principle of double materiality in the determination of financial and non-financial matters that are most likely to affect the long-term sustainability of the business. Double materiality considers both financial and impact materiality. Equity conducted a materiality analysis in 2024, which revealed nine material topics listed on page 99 of this report.

Reporting Scope and Boundary

This Integrated Report covers the financial year starting 1st January 2025 and ending on 31st December 2025, hereafter referred to as 'the reporting period'. The report is prepared by Equity Group Holdings PLC and incorporates information from all our subsidiaries, including Equity Bank (Kenya) Limited, Equity Bank (Uganda) Limited, Equity Bank (Tanzania) Limited, Equity Bank South Sudan Limited, Equity Bank Rwanda Limited, Equity Banque Commerciale du Congo, Equity Insurance Group and Equity Technology Group. The report also includes information on the activities of the Equity Group Foundation.

Unless otherwise stated, the information presented reflects the Group's consolidated operations and activities during the reporting period.

Basis of Preparation

This Integrated Report has been prepared in accordance with the Integrated Reporting Framework and in reference to the Global Reporting Initiative (GRI) to enhance transparency on environmental, social, and governance matters. The matters included in this report are those that management and the Board have determined to be material, due to their potential impact on the Group's ability to create value in the short, medium, and long term. The annual financial statements are reviewed and verified by an independent auditor, PricewaterhouseCoopers with oversight from Executive Management and the Board of Directors. The sustainability data in the report has been internally reviewed by Equity's Board and Management to verify the accuracy of the disclosures.

Regulatory Context

Equity Group Holdings PLC is licensed and regulated by the Central Bank of Kenya and operates within a multi-jurisdictional regulatory environment. The Group is publicly listed on the Nairobi Securities Exchange, and cross listed on the Uganda Securities Exchange and the Rwanda Stock Exchange.

Accordingly, this report has been prepared with consideration of applicable regulatory and statutory requirements, including:

» The Banking Act and prudential guidelines issued by the Central Bank of Kenya and other regional regulators.

» The Companies Act No. 17 Of 2015 in Kenya.

» The Capital Markets Act and related regulations.

» Listing rules and guidelines of the securities exchanges in the markets where the Group is listed.

» The Insurance Act and Retirement Benefits Act, together with their supporting regulations.

» All applicable laws and regulations governing the various business lines in which the Group is engaged.

Approval of the Report

The Board recognises its duty to ensure the accuracy and reliability of this Integrated Report. In the Board's opinion, the report covers all matters significant to the Group's value creation and provides a true reflection of Equity Group Holding's overall performance. The Board is satisfied that the report has been compiled in accordance with the Integrated Reporting Framework. The Board of Directors of Equity Group Holdings PLC approved this report on 17th March 2026.

Forward-Looking Statements

This report includes forward-looking statements regarding Equity Group's financial status, performance, strategy, operations, and business activities. These statements involve risks and uncertainties, as they are based on future events and conditions. A range of factors may lead to actual outcomes or developments differing significantly from those anticipated in these forward-looking statements. No assurance can be given that forward-looking statements are correct, and undue reliance should not be placed on such statements.

2

The forward-looking statements made by Equity Group are based on the group's business plans and economic projections as of March 2026.

WWE HA OR E

‌EQUITY AT A GLANCE

WHO WE ARE

About Equity Group Holdings

Equity Group Holdings PLC is a Pan-African integrated financial services group, and one of the continent's most consequential development institutions. Founded in Kenya in 1984, Equity has grown into a systemically important financial group operating across six countries - Kenya, Uganda, Tanzania, Rwanda, South Sudan, and the Democratic Republic of the Congo - with a Commercial Representative Office in Ethiopia and a customer base of 22.4 million people.

4

Through its four operating pillars: Equity Banking Group, Equity Insurance Group, Equity Technology Group, and Equity Group

Foundation - the Group delivers a broad suite of inclusive and integrated financial services designed to socially and economically empower consumers, businesses, and communities. This integrated model positions Equity not merely as a bank, but as a platform for private-sector-led development across Africa.

In 2025, Equity recorded the strongest financial results in its history, reflecting the maturity of a business model built on disciplined strategy, digital transformation, and deep community relevance. The year also marked the Group's formalisation of the Three-Engine model - integrating economic, social, and sustainability outcomes - signalling a new phase in how Equity defines and delivers long-term value.

» A unique approach to impacting the lives of Africans in our communities using the Bank's existing infrastructure, enormous human capital and Brand

» A distinctive agile, convenient and secure mobile channel that seamlessly integrates and converges financial products and services while providing value-add telecoms products and services

» Insurance products to deepen the financial inclusion of our clients while providing cover for risk mitigation.

» The leading inclusive bank in East Africa, with a strong base for pan-African growth

EQUITY GROUP FOUNDATION

FINSERVE

INSURANCE

INVESTMENT BANK

SUSTAINABILITY ENGINE

» The "heart" of our group, powering change at the grassroots level where our story began

» Grow our impact footprint across the markets we serve

» Continue to set standards in investing in communities and safeguarding the environment

» A leader in product innovation.

» Harness the catalytic nature of technology to accelerate wealth transformation and enhance operational efficiencies.

» Execute plan to transition technology business from an "enabler" to a fully fledged, commercial unit within 1-2 years.

» Securing the financial health of our customers

» Differentiated business model - harnessing synergies across our distribution platform, Equity Afya and powered by our technology capabilities

» Focus on market share and profitability growth - first in Kenya, then regionally.

» Execution of our 2030 ARRP strategy - connecting customers to build sustainable value chains and enhance productivity

» Building a resilient business via geographic and income diversification

» Delivering returns to our shareholders reflective of the high growth opportunity set

EQUITY GROUP FOUNDATION

EQUITY TECHNOLOGY

EQUITY INSURANCE

EQUITY BANKING

SOCIAL ENGINE

O N E E Q U I T Y

ECONOMIC ENGINE

Guided by the Africa Recovery and Resilience Plan, Equity's purpose remains clear: to transform lives, give dignity, and expand opportunities for wealth creation - for every customer, in every market, across the continent.

Our Corporate Philosophies

OUR PURPOSE

Transforming lives, giving dignity and expanding opportunities for wealth creation.

OUR VISION

To be the champion of the socio-economic prosperity of the people of Africa.

OUR MISSION

We offer integrated financial services that socially and economically empower consumers, businesses and communities.

T A GLINE

"Your Listening, Caring Partner."

M OT TO

Growing Together in Trust.

Our Inspiration

That when years turn our vision dim and gray, we shall still see beauty in the tired wrinkles of our faces and shall take comfort out of the fact and knowledge that when we were given the opportunity, we did all we could to empower our people to exploit opportunities and realize their full potential on the road to economic prosperity.

Our Core Values

PROFESSIONALISM

CREATIVITY AND INNOVATION

UNITY AND PURPOSE

EFFECTIVE CORPORATE GOVERNANCE

P I C T U R E

INTEGRITY

TEAMWORK

RESPECT AND DIGNITY FOR CUSTOMERS

WHO WE ARE (CONTINUED)

Our Footprint

Through strategically positioned banking and non-banking subsidiaries across six countries (Kenya, Uganda, Tanzania, Rwanda, South Sudan, Democratic Republic of the Congo (DRC) together with a representative office in Ethiopia, we deliver integrated financial solutions tailored to diverse markets. Our ambition is to be Africa's foremost provider of inclusive financial services.

EQUITY GROUP REGIONAL NETWORK

*Merchants - Includes POS, Pay With Equity and Billers

DEPOSIT PRODUCTS

• Ordinary Account

• Current Account

• Junior Member

• Teen Member

• Achievers Account

• School Fees Account

• Call And Fixed Deposit Account

• Eazzysave Account

• Jijenge Account

• Social Institution Account

• Church Account

• Investment Accounts

SMALL BUSINESS LOANS

• Biashara Imara Loan

• Micro Business Loan

• Pamoja Jamii Loan

• Pamoja Kilimo Loan

• Pamoja Insurance Premium Financing

• Pamoja Inuka Loan

• Chama Investment Loan

WOMEN IN BUSINESS LOANS

• Loan Facilities for Women in Business

TRADE FINANCE SERVICES

• Import/Export Documentary Collections

• Import/Export Letter of Credit

• Guarantees

• Invoice Discounting

• Post Import Finance (PIF) (Under Import LCS)

• Pre-Shipment Finance - Psf(Under Exports Lett)

WORKING CAPITAL - LOCAL TRADE

• LPO for Goods, Lso for Services/Contracts

• Import Backed Asset Finance

• Commodity Financing (CF)

• Structured Trade Finance

FOREIGN EXCHANGE SERVICES

• EazzyFX Dealing Platform

• Spot Fx Transactions

• Forward Fx Transactions

• Foreign Currency Swaps

• Foreign Currency Bureau Services

OUR BANKING PRODUCTS AND SERVICES

LOANS FOR DIASPORA CUSTOMERS

• Development Loan

• Plot Purchase

• Project Finance

• Chama Investment Loan for Diaspora Customers

LOANS FOR INDIVIDUALS

• Equiloan

• Salary Advance

• Flexi Salo Product

• Pension Loan

• Eazzy Loan

• Eco Moto Loan

• Maji Loan

• Simu Loan

• Boostika

• PWE Merchant Loan/ Telco Float Loan

• Agent Float Financing

• Eazzy Stock Financing

• Tea Bonus Loan

MORTGAGES

• Commercial Mortgage

• Development Loan

• Equity Release

• Plot Purchase

• Project Finance

• Residential Mortgage

LOAN FACILITIES FOR *SME'S

• Business Loan - Working Capital

• Revolving Short-Term Limits and Overdrafts

• Eazzy Advance Limit

• School Development Loan

• Asset Finance

• Insurance Premium Financing

• Asset Financing for Schools

• Import Based Asset Finance

• Asset Finance Leasing

ACCESS BANKING ANYWHERE

• Classic Visa and Mastercard Debit Cards

• Premium Visa and Mastercard Debit Cards

• Equity Proprietary Debit Cards

• Equity USD Gold Debit Card

• Prepaid Cards

• Credit Cards

• Equity Amex Credit Cards

• Equity Corporate Credit Cards

• Mobile Channels

• EAZZYBIZ

• ATMs and CDMs

• Agency Banking

CASHLESS PAYMENT SOLUTIONS

• Equity Till Number

• Pay with Equity (Pay Bill)

• POS Payments

MONEY TRANSFER SERVICES

• Money Transfer Services

* Small and Medium Enterprises

INSURANCE PRODUCT BASKET

LIFE INSURANCE

Protect your Life

PERSONAL AND FAMILY

» Education Savings Policy

» Term Life Policy

» Goal Based Savings Policy

» Individual Savings and Retirement Plan

» Income Drawdown

» Annuity

» Annuity Income Drawdown Wrapper

» Trust Fund

SME AND CORPORATE

» Group Credit Life

» Comprehensive Group Life Solution

» Group Life Assurance

» Group Last Expense

» Umbrella Retirement Fund

» Pension Administration

» Deposit Administration

» Post-Retirement Medical Fund (PRMF)

HEALTH INSURANCE

Protect your Health

» Personal and Family Health Plan

» SME Health Plan

» Corporate Health Plan

» Fund Administration

GENERAL INSURANCE

Protect your Wealth

PERSONAL AND FAMILY

» Personal Accident

» Fire Domestic (Equity Home) Insurance

» Professional Indemnity

» Travel Insurance

SME AND CORPORATE

» Fire Industrial All-Risks

» Fire Stock-Floater Insurance

» Fire/Special Perils

» Business Interruption

» Cyber Liability

» Construction All-Risks

» Workman's Injury Benefits Act (WIBA)

» Group Personal Accident (GPA)

» Goods In Transit

» Marine Cargo

» Marine Hull

» Machinery Breakdown

» Plant All-Risks

» All-Risks Insurance

» Burglary

» Fidelity Guarantee

» Money Insurance

» Bankers Blanket Insurance

» Farm All-Risks

» Crop and Livestock Insurance

Protect your Life, Health and Wealth with Equity Insurance!

To sign up:

0764 000 000enquiries@equityinsurance.co.ke

Equity Life Assurance (Kenya) Ltd, Equity Health Insurance (Kenya) Ltd and Equity. General Insurance (Kenya) Ltd are regulated by the Insurance Regulatory Authority (IRA).

Life, Pension, Health & Wealth protection solutions by Equity are accessible in partnership with Equity Bancassurance Intermediary Ltd.

‌OUR 2025 HIGHLIGHTS

FY2025 stands as the most consequential year in Equity Group Holdings' four-decade history, a year in which financial performance, strategic transformation, and development impact reached new heights simultaneously. Across every material dimension, the Group delivered results that not only surpassed its own records but redefined what is possible for an African financial institution. Total revenue grew to KES 217.7 billion (USD 1.69 billion), profit after tax surged 55% to KES 75.5 billion (USD 0.59 billion), and total assets crossed KES 1.97 trillion (USD 15.28 billion), affirming the structural strength and resilience of the Group's business model.

These results were not the product of a single favourable cycle. They reflect years of deliberate transformation: disciplined capital allocation, deepening regional diversification, continuous digital investment, and an unwavering commitment to purpose-led growth.

Financial Performance

The Group delivered record-breaking results across all key financial metrics in FY2025. Profit before tax grew 52% to KES

92.1 billion (USD 0.71 billion), while earnings per share rose from KES 12.3 to KES 19.1, a 55% increase that underscores the compounding strength of the Group's franchise. Shareholders' funds expanded to KES 326.1 billion (USD 2.53 billion), and market capitalisation grew 54% to KES 251.9 billion (USD 1.95 billion), reflecting growing investor confidence in the Group's long-term trajectory.

Net loans stood at KES 882.5 billion (USD 6.84 billion), supported by deposits of KES 1.46 trillion (USD 11.30 billion), demonstrating strong balance sheet momentum and healthy liquidity across the Group.

Regional Performance

Equity's pan-African diversification strategy came into full effect in 2025, with regional subsidiaries contributing approximately 51% of banking profit before tax - a milestone that marks Equity's definitive emergence as a continental financial services group rather than a predominantly Kenyan bank.

The Democratic Republic of the Congo continued to be a major growth engine, with profit after tax rising 58% to KES 24.7 billion, supported by 17% loan growth. Uganda delivered a remarkable turnaround, with profit after tax increasing 500% to KES 3.6 billion. Rwanda posted profit after tax of KES 5.4 billion, with a 22% expansion in the loan book and total assets growing 5%. Tanzania sustained strong momentum, with profit after tax up 130% to KES 2.7 billion and shareholders' funds increasing by 75%. Together, these results validate the Group's long-term investment in building deep, resilient, and locally relevant operations across the continent.

Business Transformation

2025 marked the evolution of Equity's operating model from a dual-engine framework commercial and social, to a Three-Engine Model that formally integrates sustainability alongside economic

and social outcomes. This is more than a structural refinement; it represents a strategic conviction that long-term commercial success must be built on environmental stewardship and social relevance.

Digital transformation remained a central engine of performance. The Group delivered over 180 new minimum viable products through its Product House, launched an upgraded corporate cash management platform, and advanced AI-driven automation across credit, fraud detection, and customer service operations. These investments delivered material outcomes: fraud losses declined significantly over the past three years, credit turnaround times improved, and digital customer engagement deepened across all markets.

The "One Equity" operating model integrating banking, insurance, and investment solutions continued to widen the performance gap between Equity and its regional peers, positioning the Group for benchmarking against leading global financial institutions.

Insurance Growth

Equity Insurance Group sustained strong momentum in 2025, reporting a 75% increase in written gross premiums. Profit before tax grew 36%, supported by the operationalisation of the Group's health insurance subsidiary, bringing Life, General, and Health insurance businesses under a unified governance and operating structure. This expansion deepens the Group's wealth protection mandate by extending protective cover to a broader base of customers across the region.

People and Governance

The Group's 13,370 employees across 409 branches remained its most critical enabler of performance and trust. In 2025, Equity undertook a Board-led behaviour and culture audit, a deliberate and rigorous process that reinforced the Group's commitment to integrity and accountability as non-negotiable alongside performance. Comprehensive talent development, capacity building, and leadership investment ensured the organisation remained agile, values-driven, and future-ready.

Governance frameworks were strengthened across all jurisdictions, with subsidiary boards enhanced with new expertise in risk management, sustainability, technology, and regulatory affairs. The Group also advanced its early adoption roadmap for IFRS Sustainability Standards (S1 and S2), embedding sustainability considerations into risk, strategy, and capital allocation decisions.

Sustainability and Social Impact

Equity invested KES 99.5 billion (USD 0.77 billion) in social impact and sustainability initiatives during FY2025 - the largest annual investment of its kind in the Group's history. Through the Equity Group Foundation and its subsidiaries, the Group continued to scale programmes across agriculture, health, education, environmental stewardship (by planting 44.6M trees and advancing water stewardship initiatives), clean energy and social protection.

OUR 2025 HIGHLIGHTS (CONTINUED)

Sustainability and Social Impact (continued)

Equity Afya reached 150 clinics, increasing patient visits and expanding pharmacy and laboratory services across communities. Agricultural transformation programmes reached tens of thousands of smallholder farmers across Kenya, DRC, Uganda, Rwanda, and Tanzania, while the Africa Natural Capital Alliance advanced the Group's long-term climate resilience agenda. The Group also holds one of the largest biodiversity-mitigating loan portfolios in the region, reinforcing its position as a leader in sustainable development finance on the continent.

The sections that follow provide a detailed account of our operating environment, strategy execution, business model, governance, and financial results - together telling the full story of how Equity is impacting the present and transforming tomorrow.

FY 2025 VS FY 2024 PERFORMANCE SNAPSHOT

FY 2025 FY 2024

DEPOSITS

KES 1.46 Tn

(USD 11.3 BN)

FY25 FY24

+4.3%

1.40 Tn

TOTAL ASSETS

KES 1.97 Tn

(USD 15.27 BN)

FY25 FY24

+9.2%

1.80 Tn

NET LOANS

KES 882.5 Bn

(USD 6.84 BN)

FY25 FY24

+7.7%

819.2 Bn

TOTAL REVENUE

KES 217.7 Bn

(USD 1.69 BN)

FY25 FY24

+12.3%

193.8 Bn

PROFIT BEFORE TAX

KES 92.1 Bn

(USD 0. 71 BN)

FY25 FY24

+51.7%

60.7 Bn

PROFIT AFTER TAX

KES 75.5 Bn

(USD 0.59 BN)

FY25 FY24

+54.7%

48.8 Bn

SOCIAL IMPACT INVESTMENT

KES 99.5 Bn

(USD 0.77 BN)

FY25 FY24

+11.2%

89.5 Bn

MARKET CAPITALISATION

KES 251.9 Bn

(USD 1.95 BN)

FY25 FY24

+53.8%

163.8 Bn

SHAREHOLDERS' FUNDS

KES 326.1 Bn

(USD 2.53 BN)

FY25 FY24

+32.1%

246.9 Bn

EARNINGS PER SHARE

KES 19.1

FY25 FY24

+55.3%

KES 12.3

CUSTOMERS

22.4 M

+3.7%

FY24

21.6 M

EMPLOYEES

13,370

+2.2%

FY24

13,083

BRANCHES

409

+2.5%

FY24

399

Our Strategic Partnerships

Strategic partnerships are central to Equity Group's transformation agenda, enabling us to amplify our impact and accelerate progress towards our sustainability goals. By collaborating with a diverse network of stakeholders - including development organisations, government agencies, private sector partners, and community groups - we unlock resources, expertise, and innovative solutions that drive our value creation. These partnerships not only enhance our capacity to deliver targeted initiatives but also foster shared value, ensuring sustainable growth and inclusive development across the regions we serve.

EGF FUNDING PAR TNERS

EGF IMPLEMENTING PAR TNERS

NoKET

Northern Kenya Education Trust

Global Ratings and Awards Won by Equity

Equity Group's performance in FY2025 was recognised by some of the world's most respected industry bodies and independent rating organisations, affirming the Group's standing as a leading integrated financial services institution on the continent. The breadth and calibre of these accolades - spanning financial excellence, innovation, sustainability, customer experience, and governance -reflect not only what the Group has achieved, but how it has achieved it: with integrity, purpose, and an enduring commitment to the communities it serves. Each recognition is a validation of our people, whose professionalism and dedication drive the standards that set Equity apart, and a reaffirmation of our resolve to deliver responsible, innovative, and stakeholder-centred outcomes as we continue to grow across Africa.

Equity Group Managing Director and CEO, Dr. James Mwangi (2nd right) and Group Chief Global Affairs, Strategic Relationships and Communications Officer, Joy Dibenedetto (2nd left) receive an award for most admired Kenyan financial services brand from Brand Africa's founder and chairman, Thebe Ikalafeng (right) and GeoPoll Regional Director, East Africa, John Murunga (Left). Equity Bank has been recognized as the most admired Kenyan financial services brand at the 15th annual Brand Africa |100 Kenya's Best Brands rankings. This recognition underscores Equity Bank's unwavering commitment to innovation, customer-centricity, and its impact on driving financial inclusion and economic transformation in Kenya.

GLOBAL RATINGS AND ACCOLADES

BRAND FINANCE

2nd strongest banking brand in the world (2024) Position 1 in Africa (2024)

$ 10th most valuable banking brand in Africa (2024)

Most valuable brand in East and Central Africa (2024)

Most valuable brand in Kenya (2024 and 2025)

AFRICAN BANKER AWARDS

Best Regional Bank East Africa (2025)

BRAND AFRICA 100

Most Admired Financial Services Brand in Africa (2024)

Most Admired Financial Services Brand in Kenya (2024 and 2025)

NATIONAL BANKING AWARDS

INDIVIDUAL CATEGORY

CEO of the Year

Dr. James Mwangi

WINNER (5 YEARS RUNNING)

BRAND

Sustainable Corporate Social Responsibility

WINNER (7 years running)

Financial Literacy Programs

WINNER

Tier 1 Bank

1ST RUNNER UP (Winner - 9 years)

Bank With The Lowest Tariff

2ND RUNNER UP (Winner - 6 years)

Overall Best Bank in Kenya

UNPLACED (Winner - 12 years)

Most Customer-Centric Bank

UNPLACED (Winner - 5 years)

FRANCHISE SEGMENT

Agency Banking

WINNER (8 years running)

Commercial Bank in Microfinance

WINNER (8 years running)

SME Banking

WINNER (3 years running)

Retail Banking

2ND RUNNER UP (Winner - 6 years)

Mobile Banking

2ND RUNNER UP (Winner - 3 years)

Corporate Banking

UNPLACED (Winner - 2 years)

PRODUCT FOCUS

Asset Finance

WINNER (8 years running)

Agriculture and Livestock Financing

WINNER (5 years running)

Mortgage Finance

WINNER

Special Judges Product Innovation (Tree Planting initiative)

WINNER (5 years running)

Trade Financing

2ND RUNNER UP (4 years running)

Product Marketing (Campaign; Bancassurance)

1ST RUNNER UP (Winner - 5 years)

Equity team showcases awards won during the 2025 Think Business Banking Awards Gala. The Bank emerged as a top performer, securing 16 awards across key categories, with nine top category wins including Best in Financial Literacy Programs, Special Judges Award for Product Innovation, Sustainable Corporate Social Responsibility, Microfinance, Agriculture Financing, Asset Financing, Mortgage Financing, SME Banking, Agency Banking and its Group Managing Director and CEO, Dr. James Mwangi, was named CEO of the Year in recognition of his visionary leadership and purpose-driven approach to banking

NATIONAL BANKING AWARDS

EQUITY LIFE ASSURANCE

(KENYA) LTD

Life Insurer of the Year

WINNER

Most Customer-centric Underwriter

WINNER

Claims Settlement Award

WINNER

Ecosystem Partnerships and Cross-Industry Collaborate

EQUITY BANCASSURANCE

INTERMEDIARY LTD

Best Bancassurance Intermediary Ltd

1ST RUNNER UP

Risk Management Award

1ST RUNNER UP

Best Bancassurance Intermediary (Life Products)

2ND RUNNER UP

WINNER

Sustainable CSR

1ST RUNNER UP

Technology Application

1ST RUNNER UP

EQUITY LIFE ASSURANCE (KENYA) LIMITED:

1st Runners Up, Company of the Year Award 2025 Winner, Best Loss Ratio 2025

Winner, Innovation 2025

THIS WIN BELONGS TO ALL OF US

AFRISAFE 2025 BANK OF

THE YEAR AWARD.

WINNER

INDUSTRY RECOGNITION

TOP 10

BANKS IN MSME* LOANS

JANUARY - JULY 2025

KSH. 90.727Bn

USD 0.698Bn

KSH. 4.315Bn

USD 0.033Bn

KSH. 30.102Bn

USD 0.232Bn

KSH. 3.970Bn

USD 0.031Bn

KSH. 19.241Bn

USD 0.148Bn

KSH. 3.483Bn

USD 0.027Bn

KSH. 17.416Bn

USD 0.134Bn

KSH. 3.138Bn

USD 0.024Bn

KSH. 15.409Bn

USD 0.119Bn

KSH. 3.089Bn

USD 0.024Bn

*Micro, Small, and Medium Enterprise

‌REFLECTIONS FROM OUR CHAIRPERSON

T

he year 2025 marked a meaningful turning point for our region. Globally, financial markets entered a period of renewed stability as inflationary pressures eased, supply-chain disruptions unwound, and major economies began moderating their interest rate regimes. This shift in the global monetary environment had a tangible and positive effect across East and Central Africa, where improved liquidity, renewed investor confidence, and strengthening domestic demand

combined to support broad-based economic recovery.

In Kenya, monetary policy adjustments by the Central Bank in late 2024 translated into improved credit uptake and more buoyant business activity through 2025. Across our other markets, reforms in fiscal management, financial inclusion frameworks, and economic diversification created an enabling environment for growth. In the DRC, Uganda, Rwanda, and Tanzania, the Group navigated evolving regulatory landscapes encompassing consumer protection, capital adequacy, and anti-money laundering and counter-terrorism financing frameworks with the agility and institutional discipline that have become hallmarks of how Equity operates across complex, multi-jurisdictional environments.

Group Performance and Strategic Progress

Against this backdrop, we have been guided by a steadfast commitment to our Africa Recovery and Resilience Plan. This overarching strategy underpins every decision we make, shaping our pursuit of sustainable growth and transformation of the continent's financial sector. Our entry into new markets, diversification of services and building structural resilience have all been deliberate steps taken to ensure the Group remains agile and robust in a rapidly changing environment.

Our strategic initiatives are not just about expansion, but unlocking value and delivering superior returns. By prioritising

operational excellence and prudent risk management, we have consistently enhanced our return on average equity (ROAE) and return on average assets (ROAA). In 2025, earnings per share increased to Shs 19.1, up from Shs 12.3, resulting in an ROAE of 26.7% (2024: 21.5%) and ROAA of 4.2% (2024: 2.8%).

The Group's exceptional performance in 2025 does not merely reflect impressive numbers; it is the measurable outcome of a strategy that has been carefully built, consistently executed, and deliberately stress-tested over many years.

Looking ahead, we are resolute in our commitment to sustaining robust ROAE and ROAA. We will maintain this momentum by executing our strategy with discipline, investing in technology to enhance efficiency and customer experience and further strengthening our regional subsidiaries.

Governance and Strategic Leadership

Sound governance is not a compliance obligation at Equity. It is a strategic asset. In 2025, the Board oversaw a significant deepening of the Group's governance architecture to keep pace with the evolving complexity of our integrated financial services model. Board-level competencies were expanded and the Group Board itself underwent a significant renewal, as will be reported in detail later in this report. Additionally, the Boards of its subsidiaries, such as Equity BCDC, Equity Bank (Tanzania) and the new Health Insurance subsidiary Boards were strengthened. Consequently, the Group and its subsidiary Boards broadened their collective expertise, drawing on strengths in risk management, sustainability, technology, health, communications and regulatory affairs. These appointments also contributed to enhancing overall gender balance within the Boards.

A particular point of significance this year was a Board-led behaviour and culture audit, a deliberate, rigorous process that examined our values of integrity and accountability in practice, not merely in principle. This process, while demanding, reinforced the kind of institution the Board is determined to sustain: one in which performance and ethics are not in tension, but inseparable. We also deepened regulatory engagement across all jurisdictions, proactively aligning with emerging standards on AML/CFT risk frameworks, consumer protection, digital governance, and prudential supervision. Notably, the Group advanced its early adoption roadmap for IFRS Sustainability Standards S1 and S2, embedding sustainability-related and climate-related disclosures into core reporting and decision-making frameworks. The Board is confident that these governance investments will continue to strengthen institutional resilience and long-term stakeholder trust.

Strategic Market Expansion

Our expansion strategy made meaningful and measurable progress in 2025. The Group secured additional insurance licences and operationalised its health insurance subsidiary under Equity Insurance Group, bringing Life, General, and Health insurance businesses under a unified governance and operating structure for the first time. This positions the Group to deepen financial inclusion and wealth protection through comprehensive products offered across a broader customer base.

REFLECTIONS FROM OUR CHAIRPERSON (CONTINUED)

Our strategic partnership agenda also advanced significantly. We strengthened engagements with multilateral and development finance institutions including the International Finance Corporation, British International Investment, the African Development Bank, the International Fund for Agricultural Development, and the World Food Programme alongside regional development funds and other catalytic partners. These relationships are not transactional; they reflect Equity's standing as a trusted development partner and amplify our capacity to deploy capital at scale where it matters most.

Integrated Sustainability and Social Impact

As at December 2025, Equity had invested KES 99.5 billion equivalent to USD 771 million in social impact and sustainability initiatives, the largest such investment in our history. Through the Equity Group Foundation and our subsidiaries, this commitment translated into tangible transformation across agriculture, health, environmental stewardship, clean energy, and social protection.

In agriculture, tens of thousands of smallholder farmers across Kenya, DRC, Uganda, Rwanda, and Tanzania received training, financing, and market access support through partnerships with IFAD, PROPARCO, the Mastercard Foundation, Aceli Africa, and other development funds. Our health network continued to expand, with Equity Afya reaching 150 clinics and extending its reach through expanded pharmacy and laboratory services and new medical centre developments. Environmental programmes accelerated through the Africa Natural Capital Alliance, with tree planting and nature-positive financing initiatives strengthening the Group's long-term climate resilience agenda. Social protection programmes disbursed billions in direct cash transfers, while MSME financing continued to unlock economic opportunity for youth and women across the region.

The Group also holds one of the largest biodiversity-mitigating loan portfolios in the region, a tangible signal that sustainability is embedded in our lending strategy, not appended to it.

Technology, Innovation and Digital Transformation

Technology remained a Foundational pillar of our competitiveness, efficiency, and customer relevance in 2025. The Group delivered over 180 new minimum viable products through the Product House, reflecting a sustained and disciplined approach to digital innovation across mobile and digital channels. Digital lending volumes increased materially, while automation initiatives significantly reduced credit turnaround times, improving both customer experience and operational efficiency.

The launch of an upgraded corporate cash management platform (Equity Online for Business) deepened the Group's penetration across SME and corporate segments in multiple markets. Investments in artificial intelligence, cybersecurity, and digital fraud risk capabilities yielded meaningful results. Fraud losses declined materially, a reflection of the maturity of our digital control environment. Cross-market payment rails, enhanced platform reliability, and expanded customer self-service capabilities further strengthened Equity's position as the region's leading digital financial ecosystem.

Acknowledgements

On behalf of the Board, I wish to express sincere appreciation to our customers, whose loyalty and trust remain the foundation of everything we build; our regulators, whose engagement and guidance support responsible growth; and our development partners and investors, whose confidence in Equity's long-term vision continues to unlock transformative opportunities. To our subsidiary Boards, I wish to extend my sincere gratitude for their exemplary leadership and unwavering commitment. To our 13,370 employees across the region, it is your commitment, values, and daily dedication that make these results possible.

The Road Ahead

As we look to 2026 and beyond, the Board is deeply confident in the Group's strategic direction and institutional Foundations. The risks ahead, climate change, cyber threats, geopolitical fragmentation, and increasing competitive intensity are real. But they are risks for which Equity is prepared: through regional diversification, robust governance, a deepening technology platform, and a purpose that has never wavered since our founding in 1984.

We will continue to scale our Three-Engine Model, strengthen synergies across subsidiaries, invest in transformative partnerships, and advance our ambition of building 100 million-strong customer relationships across the continent by 2030. Above all, we remain committed to an Equity that endures, one that delivers long-term value to its shareholders while creating meaningful and lasting socio-economic transformation for the people and communities of Africa.

Prof. Isaac Macharia Chairman, Board of Directors Equity Group Holdings PLC

‌A MESSAGE FROM OUR GROUP MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER

T

here are years in an institution's life that are merely good, and then there are years that are defining. FY2025 was the latter.

It was a year in which everything the Group has been building across strategy, culture, technology, partnerships, and people came together with a clarity and force that surpassed even our own ambitions. Profit after tax grew 55% to KES 75.5 billion, the highest result in Kenya's corporate history. Total assets crossed KES 1.97 trillion. Regional subsidiaries contributed 51% of banking profit before tax, confirming what we have long believed: that Equity is no longer a Kenyan bank with regional ambitions, but a Pan-African financial institution of genuine continental consequence.

But the numbers, as compelling as they are, tell only part of the story. What they represent is more important than what they measure.

The World We Are Operating In

We are living through a period of profound and accelerating disruption. Geopolitical fragmentation is reshaping global trade flows. Climate volatility is deepening food insecurity and displacement across our continent. Technological change, in particular the rapid ascent of artificial intelligence is restructuring industries, labour markets, and the very nature of value creation. And rising social expectations are demanding that institutions like ours account not only for the returns we generate, but for the world we are helping to build.

In this environment, financial institutions face a fundamental choice: to be passive intermediaries or active architects of resilience. Equity has chosen the latter. We have chosen it not

as a positioning exercise, but because it is what our purpose demands and what the communities we serve require. Africa's transformation will not be led by governments alone, nor by aid alone. It will be led by institutions that combine the discipline of commerce with the conviction of purpose and that is precisely what Equity has spent forty years becoming.

Three Engines, One Equity, One Mission

One Equity remains our unifying brand: every line of business

- banking, insurance, and investments - benefits from and contributes to the integrated Equity proposition. The most significant strategic evolution of FY2025 was the formalisation of our Three-Engine Model, the integration of a Sustainability Engine alongside our established Economic and Social Engines of value creation. This was not a rebranding exercise. It was a structural acknowledgement that long-term commercial success and environmental stewardship are not competing priorities; they are mutually reinforcing ones.

We now hold one of the largest biodiversity-mitigating loan portfolios in the region, and we are among the leading financial institutions on the continent embedding sustainability into core credit, risk, and capital allocation frameworks. Through the Africa Natural Capital Alliance and our expanded ESG governance architecture, we are moving Equity from a position of environmental awareness to one of environmental leadership. The transition to three engines also advances our early adoption of IFRS Sustainability Standards S1 and S2, placing Equity at the frontier of integrated, transparent, and accountable performance reporting.

Executing the Africa Agenda

Our Africa Recovery and Resilience Plan, launched in March 2022, was conceived not as a response to crisis, but as a long-horizon blueprint for structural transformation. Three years into its execution, FY2025 validated its architecture decisively.

Across its six pillars, Food and Agriculture, Extractives, Manufacturing and Services, Trade and Investment, MSMEs, and Technology-Enabled Ecosystems, the ARRP has reoriented how we allocate capital, develop partnerships, and measure success. We are no longer simply financing transactions; we are financing systems. In agriculture, our programmes supported over 48,000 acres of contracted conservation farmland under cultivation, 8,000 acres of ranch land under regenerative agriculture practices, and the livelihoods of tens of thousands of smallholder farmers across Kenya, Uganda, Tanzania, Rwanda, and the DRC, partnering with IFAD, PROPARCO, the Mastercard Foundation, Aceli Africa, and national development funds to amplify reach and impact. In health, Equity Afya reached 150 clinics, deepening access to quality care in communities where it is needed most. Across our markets, social protection programmes disbursed billions in direct cash transfers, while MSME financing continued to expand economic opportunity.

The KES 99.5 billion, USD 771 million, we invested in social impact and sustainability initiatives as at 31st December 2025 is not a philanthropic gesture appended to our business model.

It is the Social and Sustainability Engines of our strategy in full operation, generating returns that are real even when they do not always appear on a balance sheet: healthier communities, more productive enterprises, more resilient farmers, and stronger economies.

Transformation as a Structural Advantage

In FY2025, transformation was not a project. It was a competitive advantage and increasingly, a structural one. The Group delivered over 180 new minimum viable products through the Product House. We launched an upgraded corporate cash management platform (Equity Online for Business) that materially deepened our SME and corporate penetration across markets. Artificial intelligence, machine learning, and business process re-engineering were embedded across banking, insurance, and data platforms strengthening risk management, improving fraud detection, and accelerating customer journeys. The results of this multi-year investment are visible: fraud losses have declined materially, credit turnaround times have improved significantly, and digital customer engagement has deepened across all six countries of operation.

The shift from product delivery to solution-based engagement through the "One Equity" operating model has been equally consequential. Customers now access integrated banking, insurance, and investment solutions within a single, coherent relationship. This model is not only more valuable to customers; it is structurally more defensible for us. It has widened the performance gap between Equity and its regional peers in ways that are difficult to replicate quickly, and it has repositioned the Group for benchmarking against the world's leading integrated financial services institutions.

The Strength of Our Regional Franchise

The breadth of our regional performance in FY2025 deserves particular reflection, because it represents the compounding of patient, long-term investment across multiple markets and multiple cycles.

In the DRC, a market of extraordinary complexity and extraordinary opportunity, profit after tax rose 58% to KES 24.7 billion, supported by 17% loan growth. Uganda delivered a transformational year, with profit after tax increasing 500% to KES 3.6 billion, a result that reflects both operational maturity and the power of a fully activated franchise. Rwanda contributed KES 5.4 billion in profit after tax, with its loan book expanding 22%. Tanzania posted a 130% increase in profit after tax to KES

2.7 billion, while shareholders' funds grew 75%. Each of these subsidiaries is now systemically important in its home market, supporting national development priorities while strengthening the Group's earnings, resilience, and continental relevance.

Equity Insurance Group added further depth to our performance story, recording a 75% increase in written gross premiums and a 36% growth in profit before tax. The operationalisation of our health insurance subsidiary under a unified Life, General, and Health governance structure marks a significant step in our ambition to offer every customer on the continent the full breadth of financial protection they deserve.

Culture, People, and the Integrity of Our Institution

Of everything I have overseen in FY2025, what I am most proud of is not a financial result. It is the character our institution demonstrated when tested. The Board-led behaviour and culture audit we undertook this year was deliberate, searching, and at times uncomfortable. It examined whether our stated values; integrity, accountability, professionalism, and respect are genuinely lived at every level of the organisation, or merely declared. The process was demanding precisely because we took it seriously. And what it confirmed is that Equity is, at its core, an institution of integrity, one that holds itself to a standard that goes beyond compliance, because we understand that trust, once lost, is far harder to rebuild than any balance sheet.

Our 13,370 employees across 409 branches and a representative office in seven countries are the daily expression of that integrity. Their skill, dedication, and values are the most critical enablers of everything we have achieved. The presence of former World Bank Vice Presidents on our Board reflects the calibre of global leadership this institution now commands, and we continue to invest deliberately in talent development, future-ready skills, and a culture of accountability and excellence at every level of the Group.

Value Created, and How We Measure It

The Group achieved record financial results in FY2025, its highest return on assets, strongest cash flows in history, and a market capitalisation that grew 54% to KES 251.9 billion. Earnings per share rose from KES 12.3 to KES 19.1. These outcomes were not the product of a favourable cycle or a single decision made well. They are the cumulative result of structural transformation, disciplined strategy execution, and an institutional resilience built deliberately over many years.

But Equity's measure of success has always been broader than its financial statements. We measure success in the 22.4 million customers who trust us with their financial lives. In the smallholder farmer in the DRC who has moved from subsistence to commercial production. In the young woman entrepreneur in Uganda who accessed her first business loan. In the patient who received quality care at an Equity Afya clinic. In the community whose local economy is more dynamic, more inclusive, and more resilient because Equity chose to invest there. These are the returns that define what kind of institution we are, and they are the returns we are most determined to grow.

The Road Ahead

As we look towards 2030, our task is not to protect what we have built, but to transform it further, faster, and with deeper impact. Our goals are clear and publicly committed: 100 million customers, 25 million direct jobs created, a 65% MSME loan mix, a 30% food and agriculture loan mix, and the digital connection of 100 million users across the continent. These are not aspirations, they are the strategic milestones of the Africa Recovery and Resilience Plan, a blueprint designed to be executed, not admired.

The challenges ahead are real. Climate change will intensify, cyber threats will grow more sophisticated, geopolitical fragmentation will create new complexities in trade, capital flows, and regulatory environments, competitive pressure will intensify as global and regional players recognise the scale of opportunity that Africa presents.

Equity is prepared for all of this, not because we are immune to risk, but because we are built for it. Our diversified regional platform, our Three-Engine model, our technology infrastructure, our depth of partnerships, and above all our people and our culture give us the resilience and the conviction to meet the next decade with confidence.

By 2030, success for Equity will not be defined by balance sheet size alone. It will be defined by the strength of the ecosystems we have built, the resilience of the customers we serve, and the irreplaceable role we play in Africa's economic transformation. We intend to be the institution that, when the history of this continent's development is written, is recognised as one of its most consequential architects.

We enter this next chapter grounded in our values, strengthened by our performance, and more committed than ever to the purpose that has guided us since 1984: to transform lives, give dignity, and expand opportunities for wealth creation for every African we have the privilege to serve.

Dr. James Mwangi, CBS

Group Managing Director and Chief Executive Officer Equity Group Holdings PLC

Equity Group Managing Director and CEO, Dr. James Mwangi (Right) receives the certificate of recognition from Superbrands East Africa Project Director Jawad Jaffer (left). Equity Group Holdings Plc has been recognized as a Superbrand in East Africa (2024-2026), a distinction that affirms the Group's commitment to quality, reliability, and excellence in the financial services sector. Equity was the first bank in Kenya to receive this recognition in 2007 and the only bank to have received it four times in East Africa. Equity's inclusion in Superbrands East Africa Volume 9 comes at a pivotal time as the Bank continues to

strengthen its presence across East and Central Africa as a regional brand serving the unique needs of its customers across diverse territories.

P R O T E C T I N G A N D

P R E S E R V I N G O U R V A L U E

‌PROTECTING AND PRESERVING OUR VALUE‌

GOVERNANCE

The Group exists to make a difference by transforming lives, treating everyone with dignity, and opening opportunities for people to build wealth. To do this well, we know we need strong governance at every step.

We believe that good governance is not just about ticking boxes or following rules. It is about doing the right thing, acting with honesty, and taking responsibility for our actions. This commitment starts at the top but is expected from everyone at Equity, no matter their role. We want our people, and those we work with, to always act with integrity and respect. Our Code of Conduct and Ethics sets out what we expect from ourselves and our partners.

Our governance model helps us ensure that decisions are made ethically, that there is proper oversight, and that all our businesses are working at the same high standards.

We follow all the laws and regulations that apply to us, including:

» The Companies Act, Chapter 486 of the Laws of Kenya.

» Central Bank of Kenya (CBK) Prudential Guidelines for Institutions Licensed under the Banking Act (CBK/PG/02).

» Prudential Guidelines for Non-Operating Holding Companies (CBK/PG/24).

» The Capital Markets Act, Chapter 485A of the Laws of Kenya.

» The Capital Markets (Public Offers, Listings and Disclosures) Regulations 2023 (the POLD Regulations).

» The Capital Markets Code of Corporate Governance Practices for Issuers of Securities to the Public, 2025 (the CMA Code).

Our Board takes care to make sure we stay on track with these requirements and with any other laws that affect our different businesses and all applicable laws in the markets where we operate.

Keeping these principles at the heart of what we do helps us protect the value we create for our shareholders, our customers, and our communities, now and into the future.

Our governance philosophy

Good governance is the foundation for everything we do and the value we create for our stakeholders. Our Board has put in place a Corporate Governance Framework, built on principles that reflect the best standards from around the world. These principles cover all the essentials: who sits on the Board and how independent they are, how we set and review our strategy, how we hold leaders to account, how we manage risk, and how we stay open and honest with our shareholders and communities.

These principles shape our culture and help protect our brand and reputation. They give us the confidence to manage risks well, make sure everyone knows what is expected of them, and keep us on the right side of the law wherever we operate. Most importantly, they help us run our business in a way that is ethical, sustainable, and responsive to the people who rely on us.

The Board uses this framework to set the tone for the whole Group. It helps us make decisions that are fair and consistent, clarify who is responsible for what, and keep everyone focused on our goals. The Corporate Governance Framework is published on the Group's website for anyone who wants to see how we work.

In 2025, the Board took a fresh look at our governance framework. We made some important updates, including reflecting our strategic direction under the Africa Recovery and Resilience Plan (ARRP) and making it even clearer who is responsible for what. This helps us stay in step with global best practice and makes sure our governance supports our long-term ambitions.

We are committed to meeting all the requirements of the Capital Markets Authority (CMA) Code. In 2025, we achieved full compliance, save for the appointment of an independent Chairperson for our Governance, Nominations and Compensation Committee page 33, which the Board plans to do in 2026.

SHAREHOLDERS

BOARD

BOARD COMMITTEES

GROUP EXECUTIVE MANAGEMENT

INSURANCE GROUP

BANKING GROUP

TECHNOLOGY GROUP

KE* RW*

COUNTRY UNITS / MANAGEMENT LICENCES AND BUSINESS

Life

• Pension

• Assurance

MVNO (Equitel)*

DEPARTMENTS

General

• Property and Casualty

Health

KE* DRC*

UG*

RW* TZ*

SS*

REGIONS

Asset Management

BRANCHES

*AGM - Annual General meeting

*KE - Kenya

*DRC - Democratic Republic of the Congo

*TZ - Tanzania

*UG - Uganda

*SS - South Sudan

*RW - Rwanda

*MVNO - Mobile Virtual Network Operator

*ALCO - Asset-Liability Committee

TZ*

SS*

DRC*

UG*

Digital Lending

Payments

E-Commerce

Investment Bank

AGM*

GROUP BOARD

AUDIT COMMITTEE

RISK AND ALCO* COMMITTEE

SUSTAINABILITY COMMITTEE

GOVERNANCE, STRATEGY AND NOMINATIONS AND INNOVATIONS COMPENSATIONS COMMITTEE

ICT AND CYBERSECURITY COMMITTEE

EQUITY GROUP FOUNDATION

We also make sure our directors and senior leaders know what good governance looks like. The CMA Code is available on our Board portal. In May 2025, all directors took part in a comprehensive training programme on our governance framework and its alignment with the CMA Code.

Board skills, expertise and experience - a diversified board that adds value

The Board acknowledges the value of diversity in enriching board discussions and has put in place a Board Diversity Policy and Skills Matrix to guide it in ensuring that Board members' collective skills, knowledge, and experience enable it to effectively govern and direct the Group to achieve its mission and strategy.

During the year, the Group Board was reconstituted. Six new directors were elected while five retired from the Board at the Annual General Meeting. These changes ensured that the Group complied with the enhanced governance requirements introduced by the Public Offers, Listings and Disclosures (POLD) regulations.

The Group Board brings together a distinguished and diverse team of leaders with deep expertise across various fields. Collectively, they contribute decades of executive leadership gained in multinational corporations, global development institutions, academia, and public-sector bodies.

GOVERNANCE FRAMEWORK (CONTINUED)

Board skills, expertise and experience - a diversified board that adds value (continued)

Their combined strengths span strategic leadership, financial oversight, enterprise risk management, innovation and digital transformation, regulatory engagement, and institutional strengthening. Several directors have served as CEOs, regional vice presidents, auditors general, global chief risk officers, senior government advisors, and academic leaders, providing the Group with wide-ranging experience across Africa, Asia, Europe, and North America.

The Board's qualifications include PhDs, MBAs, medical and engineering degrees, chartered accounting and finance certifications, and advanced executive training from globally recognised institutions such as Harvard, Wharton, Oxford, Cambridge, London Business School, INSEAD, and MIT. Their breadth of experience in areas such as financial inclusion, development finance, frontier-market investment, technology-driven innovation, and public-sector governance underpins strong and effective oversight of the Group's strategy and long-term value creation.

Overall, the Board reaffirms that its current constitution, with a rich blend of experience, skills, global exposure, business knowledge, and independence, positions Equity Group with strong, strategic, and ethically grounded leadership capable of guiding the organisation's growth, resilience, and long-term value creation across its regional and international footprint.

Board independence - protecting stakeholder interests

The Board is structured to ensure robust and independent oversight, with a majority (six) of its members serving as independent and non-executive directors (INEDs), which is above the minimum threshold set by the CMA Code. Further, the majority of the Board comprises non-executive directors (eight including the INEDs), thereby upholding the highest standards of governance and objectivity in the Group's decision-making processes. All INEDs have served on the Board for less than 6 years.

Board Composition and Diversity

Board diversity - being relevant in a transforming society

The Group Board has put in place a Board Appointment Policy and Procedure that guides it in identifying, vetting, selecting, and recommending suitable candidates for appointment to the Board. Appointments to the Group and its subsidiary Boards consider academic qualifications, technical expertise, experience, nationality, age, gender, integrity, and ethical standards.

BOARD DEMOGRAPHICS

NATIONALITIES

4 Kenyans

1 American

1 Canadian

1 British

1 Rwandan

1 Zimbabwean

To ensure that the Board is effective and delivers maximum value, the Company's Articles of Association stipulate that the Group Board must consist of no fewer than seven and no more than twelve members. As of 31 December 2025, the Board comprised nine members, with two additional nominees undergoing vetting by the Central Bank of Kenya. No alternate Directors were appointed during the year.

Age

The age limit for Board members is set at seventy years. A director is required to retire at the Annual General Meeting (AGM) immediately after attaining the age of seventy. If the director wishes to continue in office, he/she must seek the approval of the Shareholders at every subsequent AGM.

EXECUTIVE AND NON-EXECUTIVE DIRECTORS: AGE (Years)

EXECUTIVE NON-EXECUTIVE

50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80

FLAG

‌GROUP BOARD OF DIRECTORS

Prof. Isaac Macharia

COMMITTEE

• Strategy and Investments

JOINED

2017

Dr. James Mwangi, CBS

COMMITTEES

• Sustainability Committee

• Strategy and Investments

• Governance, Nominations and Compensation

• IT, Innovation and Cybersecurity

JOINED

2004

Mr. Samuel Mwale

COMMITTEES

• Sustainability Committee

• Risk Committee

• Strategy and Investments

JOINED

2024

Mr. Jonas Mushosho

COMMITTEES

• Chair - Governance and Nominations and Compensation

• Risk Committee

• Strategy and Investments

JOINED

2021

Ms. Farida Khambata *

COMMITTEES

• Chair - Sustainability Committee

• Risk Committee

• Strategy and Investments

JOINED

2025

Dr. Evanson Baiya

COMMITTEES

• Chair - IT, Innovation and Cybersecurity

• Audit Committee

• Strategy and Investments

• Risk Committee

JOINED

2022

GOVERNANCE FRAMEWORK (CONTINUED)

GROUP BOARD OF DIRECTORS (CONTINUED)

Mr. Nick O'Donohoe*

COMMITTEES

• Chair - Strategy and Investments

• Sustainability Committee

• Risk Committee

• IT, Innovation and Cybersecurity

JOINED

2025

Dr. Lakshmi Shyam-Sunder*

COMMITTEES

• Chair - Risk Committee

• Audit Committee

• Strategy and Investments

JOINED

2025

Mr. Obadiah Biraro

COMMITTEES

• Chair - Audit Committee

• Strategy and Investments

• Governance, Nominations and Compensation

JOINED

2025

Ms. Lydia Ndirangu

COMMITTEES

• None

JOINED

2021

AVERAGE AGE (YEARS)

63

2025

60

2024

GLOBAL DIVERSITY (NATIONALITIES)

6

2025

4

2024

*Directors appointed during 2025 and elected by the Shareholders at the 2025 Annual General Meeting.

Two Directors elected during the 2025 Annual General Meeting (Dr. Aloysius Uche Ordu and Eng. David Mutombo) are undergoing regulatory vetting by the CBK.

Dr. Edward Odundo, Mr. Vijay Gidoomal, Dr. Helen Gichohi, Mr. Clifford Sacks and Mr. Samwel Kirubi retired from the Board at the 2025 Annual General Meeting.

Detailed profiles of our Board members can be found on page 255-278 as well as on our website.

Board Appointments

The Board Appointment Policy and Procedure sets out a structured, transparent, and merit-based process for nomination, selection, and appointment/election of Board members. In addition to Board composition and diversity considerations, the policy and procedure aims to ensure there is a balanced Board that fairly reflects the Group's shareholders and other stakeholders. The Board Appointment Policy and Procedure is published on the Group's website.

The Board Governance, Nominations and Compensation Committee (GNCC) leads this process on behalf of the Group Board, ensuring that the composition of the Board remains aligned to the Group's strategic objectives, skills requirements, and diversity aspirations.

The GNCC annually reviews Board composition to identify gaps in skills, experience, and representation. The annual review also assesses the availability, independence and performance of continuing directors. When vacancies or competency gaps are found, candidate profiles are developed based on priority needs and candidates are sourced widely. All nominees undergo rigorous due diligence, including assessment of their integrity, competence, independence, communication skills, availability, and potential conflicts of interest. The Board reviews and selects candidates for shareholder election or, when necessary, makes interim appointments to be ratified later. Directors up for re-election are evaluated for their ongoing contribution and availability. Newly appointed or elected directors undergo regulatory vetting and thereafter, induction as required by Board policy.

Candidates' availability is a key consideration for the GNCC when considering Board appointments. In assessing this, individual directors are required to make declarations on their external commitments and directorships. The Group Board Charter sets explicit limits on the number of Board positions a director can hold. Board members are restricted from holding office as directors in more than two other publicly listed companies at any one time. The Conflict-of-Interest Policy also prohibits directors from holding office in more than two institutions licensed under the Banking Act (unless they are associates, subsidiaries, or holding companies within the Group). Additionally, the Group Board Chairman may only chair one other listed company Board. These limitations prevent conflicts of interest and ensure directors can devote sufficient time to their duties.

The Group has also established clear guidelines for the assessment of directors' independence, aligned with the requirements of the POLD regulations and best practices. These assessments are undertaken annually and inform the Board appointment process.

Board Induction and Development

The Group ensures that newly appointed directors are effectively onboarded through a structured and comprehensive induction programme guided by the Board Induction and Development Policy. Upon appointment, directors receive a tailored induction pack coordinated by the GNCC and Company Secretary, including key governance documents, strategic plans, policies, committee

charters, and subsidiary overviews, enabling them to quickly gain a full command of the Group's operating environment and governance obligations.

The induction process is supplemented by briefings from the Group CEO, Company Secretary, and senior management on strategy, risk, financial performance, regulatory frameworks, and operational models, ensuring directors acquire both contextual and technical orientation.

After an appointment, continuous development is a core principle. Directors have access to ongoing training, business awareness sessions, and targeted development programs to maintain, deepen, and update their knowledge and skills throughout their tenure. The GNCC is mandated to periodically evaluate the effectiveness of the induction and learning programmes and ensure adequate resources for their delivery.

Training is delivered through a mix of internal briefings, specialist external programmes and executive level courses, ensuring directors remain current on strategy, risk, governance, technology, and emerging regulatory topics. Oversight of the training framework is exercised by the GNCC, which monitors its relevance, effectiveness and alignment to the Group's strategic and governance priorities.

The Board strengthened its governance, strategic oversight, and emerging risk capabilities through a focused development programme comprising the following specialised trainings delivered across 2025:

» Corporate Governance training, enhancing role clarity, ethical leadership and Board effectiveness.

» Dedicated sessions on IT, Cybersecurity and Artificial Intelligence, including a specialised AI risk briefing to deepen technology and risk oversight.

» Anti-money laundering/ combating the financing of terrorism (AML/CFT) training, strengthening its understanding of international standards and its supervisory role over financial crime risk management.

» Targeted Sustainability and Climate Governance training, covering Sustainable Development Impact Disclosure (SDID), Climate Change and Strategic Business Resilience, and the emerging IFRS S1 and S2 sustainability reporting standards, supporting early adoption readiness across the Group.

» Related Party Transactions and Transfer Pricing training, enhancing directors' understanding of regional and global transfer pricing trends, in country regulatory expectations, and the Group's own transfer pricing framework. It equipped the Board to better discharge its responsibilities over related party transactions, ensuring strengthened compliance across the Group.

The Board achieved an average of 12.75 training hours per director in 2025, which was within the minimum of 12 hours required by the CMA Code.

Annual Board Evaluation

The Board undertakes an annual evaluation of its own performance, the performance of the Chairperson, that of its committees, individual members, the Group Chief Executive