PARTNERS . .- .... .. .

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SHAPLEY BARRET & CO.

ADVOCATES, NOTARIES PUBLIC 8 COMMISSIONERS FOR OATHS

TELEPHONES:
(Int. t254-20)

DOYATSI, LL.6. (Hons) .

FAUZIAB SHAH LLB. (Hons) (Hons) P DV D m LL.B. (Hons) . . AG A
J. a WANANDA LL.6.

2222731.2-312225729 221364582213944

PRUDENTIAL MSURbNCE BUILDING WABERA STREET P.O. Box 40286 00100 GPO NAIROBI KENYA YOUR REF:

Telegrams: ASSIGNMENI Telefax: (254-20)2212719

E-mail: law@shapleybarrei.com
PIN N. P000615660Y o VAT N. 00H060K o

23r* July 2012

Without Prejudice
'Advance copv bv email'.

Rachier & Amollo Advocates Mayfair Centre, 5 t h Floor Argwing Kodhek /Ralph Bunche Road NAIROBI.
Attn: Mr. I. 0.Arwa.

Dear Sir,
RE: INDUSTRIAL COURT CAUSE NO. 1022 OF 2012 VINCENT EDWARD NTOROGE & OTHERS VS KENOLKOBIL LIMITED.

We write to confirm the meeting held in our offiie on Friday 20th July 2012, when we discussed the possibility of resolving the above case amicably out of Court. During the said discussions, you informed us that your clients are prepared to mark the case as settled if the following two (2) matters are addressed, namely; a) a commitment that the sale of the majority shares in the Respondent Company does not affect the security of your clients' employment, b) whether any payment can be made to your clients as part of the sale. In response to the above requests, we informed you tlGt in relation to (a) above, our client has repeatedly given assurance in writing to your clients that the sale and transfer of shares by the majority shareholders does not at all affect the contracts of employment entered into between our client and your clients. As regards the second request, we also clarified to you that the sale transaction is between the KEY shareholders and the purchaser. The Respondent is merely facilitating the exercise by availing data and Company books for the purpose of Due- Diligence. In the circumstances, the Respondent cannot make payment to your clients as requested as it is not the seller in the said transaction. However, the Respondent, through its Board of Directors is prepared to make a request to the said majority shareholders and seek

the consent of the potential buyer, to consider making an ex-gratia payment to Employees during and after the transition period. We promised to take further instructions from our client on these two matters and revert to you with a final response. We have now consulted our client and confirm that our client is ready and willing to record a consent order marking the above case as settled with a confirmation that the contracts of employment entered into between the parties to the case will not be affected by the sale of shares by the majority shareholders in the Respondent Company. Further, our client confirms that it is ready and willing through its Board of Directors to request the majority shareholders to consider making a transition payment to its Employees as an ex-gratia payment. Such ex-gratia payment to be made after completion of the sale transaction and on terms to be advised by the Board of Directors through management. Needless to add, the said offer cannot be recorded as part of the settlement in Court because it is not a contractual obligation or a legal right under the present terms of employment, and is made in good faith and on without prejudice basis.

Yours faithfully SHAPLEY BARRET & CO.

cc. Client

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