[2024] KETAT 1120 (KLR)

Amply Communications Limited v Commissioner of Domestic Taxes (Tax Appeal E287 of 2023) [2024] KETAT 1120 (KLR) (1 August 2024) (Judgment)

Neutral citation: [2024] KETAT 1120 (KLR)

Republic of Kenya

In the Tax Appeal Tribunal

Tax Appeal E287 of 2023

RM Mutuma, Chair, B Gitari, EN Njeru, M Makau & AM Diriye, Members

August 1, 2024

Between

Amply Communications Limited

Appellant

and

Commissioner of Domestic Taxes

Respondent

Judgment

Background 1. The Appellant is a private company registered under the Company's Act laws of Kenya. The Appellant is in the Information and Communication sector.

2. The Respondent is a principal officer appointed under and in accordance with Section 13 of the Kenya Revenue Authority Act, the Authority is charged with the responsibility of among others, assessment, collection, accounting, and the general administration of tax revenue on behalf of the Government of Kenya.

3. The Respondent identified the Appellant for a compliance check and notified the Appellant of his intention to carry out the audit for the period 2017 - 2021 through a letter dated 12th August 2022 concerning Corporation Tax, PAYE and Value Added Tax.

4. Subsequently the Respondent carried out a preliminary assessment on the Appellant and issued the findings through a letter dated 20th January 2023.

5. Upon a number of correspondences between the parties, the Respondent issued tax assessment dated 2nd February 2023 demanding Kshs. 40,589,194. 66 as principal tax comprising of Kshs. 815,463. 48 as Income Tax and Kshs. 39,773,731. 18 as VAT.

6. Aggrieved by the assessments, the Appellant on 1st March 2023 lodged an objection against the Respondent’s assessment on iTax.

7. The Respondent considered the Objection and declined it through an Objection Decision dated 27th April 2023.

8. The Appellant being dissatisfied with the decision, lodged this Appeal vide Notice of Appeal dated dated and filed on 25th May 2023.

The Appeal 9. The Appellant lodged Memorandum of Appeal dated and filed on 8th June 2023. The memorandum raises the following grounds of appeal:a.That the Objection Decisions issued by the Respondent is invalid for the reason that the assessment was based on VAT Exempt Items as per the First Schedule Part 2 of the VAT Act 2013. b.That the Objection Decision issued is invalid for the reason that it did not include statements of findings on the material facts and the reasons for the decision contrary to Section 55 (10) of the Tax Procedures Act 2015. c.That the Respondent failed to consider the information and documents in support of the Objection Notice in making the decision.d.That the Respondent erred in the Assessment without having regard to Returns and invoices filed by Safaricom PLC who is the Appellant’s VAT withholding Agent.e.That the Respondent erred in Assessment of VAT on Airtime (Scratch Cards) captured in the Annual Returns filed by the Appellant whereas it is exempt from VAT.f.That the Respondent erred in assessing incremental Assessment on Income Tax on the profit margin of Airtime sales which has a zero margin.g.That the Respondent erred in disallowing expenses based on inadequacy of primary documents in support of the objection without having regard to the compensation between the Appellant and its direct sales agents.h.The Assessments are Arbitrary and Violates the Principles of Article 47 of the Constitution on Fair hearing.

The Appellant’s Case 10. In support of the Appeal, the Appellant lodged it’s;i.Statement of facts dated and filed on 8th June 2023 together with the documents attached thereto; and,ii.Written submissions dated 12th March 2024 and filed on 26th March 2024.

11. The Appellant case is that at the material time, the Appellant was a Safaricom’s dealer wherein it was a distributor of airtime and Scratch Cards. To support this position, the Appellant relied on the Dealership Agreement between it and Safaricom.

12. According to the Appellant, on or about the 13th February 2023, the Appellant received a Tax Demand Notice for an Assessment of Kshs. 63,439,998. 73 as arrears of Corporation and VAT Tax accompanied by a series of Additional Assessment Orders. On 1st March 2023, the Appellant Objected to the said Additional Assessment orders.

13. The Appellant also averred that on the 17th April 2023 the Respondent requested the Appellant to furnish additional documents which the Appellant supplied on 18th April 2023. On 27th April 2020, the Respondent issued Confirmation Assessment Notices in response to the Objection Notices rejecting in totality all the objections raised by the Appellant.

14. The Appellant averred that the variance in Annual and Monthly VAT returns is occasioned by the fact that the Appellant has shops stationed in different parts of the country thus making it difficult to compute monthly returns on time but only captured in the Annual returns.

15. The Appellant averred that the Assessments are erroneous, punitive and arbitrary. It also maintained that the Respondent’s assertion that the Appellant was unable to validate some of the documents availed is misguided as the Respondent has all the means of reaching out Safaricom PLC to verify the information supplied.

16. The Appellant in its written submissions identified two issues for determination.i.Whether the Services by the Appellant are VAT Exempt; and,ii.Whether the Respondent's Assessment is justified.

17. As to whether the services by the Appellant are VAT exempt, the Appellant submitted that the assessments are invalid for the reason that the assessment was based on VAT Exempt Items as per the First Schedule Part 2 of the VAT Act 2013.

18. The Appellant relied on Part II of Schedule I at Paragraph 16 of the Value Added Tax Act which provides:“The supply of the following services shall be exempt supplies-The supply of airtime by any person other than by a provider of cellular mobile telephone services or wireless telephone services.’’

19. The Appellant further relied on the case of KCB Insurance Agency Limited vs. Commissioner of Domestic Taxes (income Tax Appeal E087 of 2021) wherein the Court stated that;“It is also instructive to note that the Appellant’s witness testified that the Appellant earned administration fees for the services that it rendered to KCB. It is therefore clear that, contrary to the Appellant's assertion that it earned commissions for the services that it offered to the bank, which commissions are zero or VAT exempt, the evidence on record showed that the Appellant received administration fees, thus justifying the Tribunal's finding that the services offered by the Appellant were in the nature of consultancy services.’’

20. The Appellant also cited the case of Commissioner of Domestic Taxes vs. Lewa Wildlife Conservancy Limited [2019] eKLR wherein the Court held as follows with regards to issue at hand:‘‘As l begin my analysis of this issue I will go to the source of the contention that is the Third Schedule of the repealed Act. As stated before that Third Schedule, at paragraph 15, provides that Tour Operations' amongst others are exempt from VAT tax. This I believe is where the Appellant by its submission has erred. It consistently submitted in this appeal that the park entry fees were not included in the term tour operator, when in fact the Third Schedule referred to tour operations as the exempt services.I am well guided by the holding in the case above Law Society of Kenya (supra) where the court stated that in interpreting statute and in the absence of express legislative intention the language must be taken as conclusive. The term Tour Operation' cannot be taken to mean or restrictively to refer only to tour operators. In my humble view it includes other operations one of which is the park Entry fees. It cannot be any other way, in my view. Had the legislature intended it any other way it would have had the term 'tour operator. It instead had the term tour operations in the third schedule.I find and I bold that the park entry fees were exempt under the Third Schedule of the repealed Act where it exempted tour operations.’’

21. As to whether the Respondent's assessment is justified, the Appellant submitted that the assessment and subsequent confirmation is invalid. It submitted that whereas the Respondent agreed with the Appellant concerning the nature of services provided being supply of airtime on behalf of Safaricom, which service is VAT exempt, the Respondent’s unlawfully attempted to justify its position by separating the service and the compensation as two distinct transactions.

22. The Appellant maintained that it provided the documents that the Respondent requested for but the Respondent failed to make good use of the same.

Appellant’s Prayers 23. The Appellant urges this Honourable Tribunal to:a.Uphold the Objections filed by the Appellant;b.Set aside and annul the Objection Decision;c.Sets aside and annuls the Demand letter dated 20th January 2023, subsequent Assessments Orders issued on the same date as well as the interests arising therefrom as issued by Respondent;d.Order that the Respondents, its agents and any other persons acting on the instructions of the Respondent be barred from enforcing or taking any other enforcement measures relating to the Demand letter and the Additional Assessment Orders and the various Objection Decisions issued on 27th April 2023; and,e.Order that the Respondent do bear the costs of this Appeal.

The Respondent’s Case 24. In opposition to the Appeal, the Respondent relied on its;i.Statement of Facts dated 7th July 2023 and filed on 26th August 2023 together with all the documents attached thereto; and,ii.Written submissions dated 15th February 2024 and filed on 28th February 2024.

25. The Respondent’s case is that it identified the Appellant for a compliance check and notified the Appellant of the intention to carry out the audit for the period 2017- 2021 through a letter dated 12th August 2022. Through the said letter, the Respondent communicated the preliminary findings that the Appellant incurred and claimed wages and staff welfare expenses and yet it is not registered for the PAYE; that there were variances between the sales declared in the Appellant Value-Added VAT returns and the records held by the Respondent; and that there were variances between the Appellant's VAT and Income Tax Returns.

26. It averred that in the letter dated 12th August 2022, the Respondent invoked section 59 of the Tax Procedures Act, 2015 and requested the Appellant to provide several documents including: Audited Financial Statements, General Ledgers, Trial Balances, Bank Statements, Loan Agreements, Loan repayment statements, Payrolls and Sales and purchases invoices. The Respondent required the Appellant to provide these documentations on or before 19th August 2022.

27. According to the Respondent, the Appellant failed to respond to the request for documents so the Respondent sent a reminder on 24th September 2022. On 31st October 2022, the Appellant responded to the Respondent but of all the requested documents requested, the Appellant provided invoice for input purchases for September 2021 only. It argued that the Appellant failed to respond to the preliminary findings shared by the Respondent on 12th August 2022.

28. It is the Respondent’s case that the Appellant’s response of 31st October 2022 was the first and the last communication the Respondent received from the Appellant regarding the audit. From the records available, the Respondent noted that the Appellant had taxable incomes in the years 2017-2021, however analysis of income tax returns and VAT Returns for the periods revealed some variances; the analysis of the Appellant's VAT returns indicated that the Appellant had under declared sales; and that the Appellant claimed salaries and wages in its income tax returns without remitting PAYE returns.

29. The Respondent asserted that every effort to reach the Appellant was futile and the Appellant was very unresponsive leaving the Respondent with no other option but to rely on the available information at his disposal therefore the Respondent issued the findings through a letter dated 20th January 2023 followed by the assessment dated 2nd February 2023. The Appellant on 1st March 2023 objected to the assessments. The Respondent stated it considered the documents at its disposal and issued the Objection Decision dated 27th April 2023.

30. The Respondent argued that the Appellant despite being given numerous opportunities on various dates including 12th August 2022, 21st September 2022, 28th October 2022, 31st October 2022, 20th January 2023 and 2nd February 2023, the Appellant failed to utilize the opportunities and produce documents and support its allegations. According to the Respondent, the only point upon which the Appellant can only be heard is on why it did not utilize the numerous opportunities it was given.

31. The Respondent maintained that the Appellant has a duty to provide documentation to support its objection as provided for under Section 23 of the Tax Procedures Act, 2015. It argued that this provision is to be read with Section 43 of the Value Added Tax, 2013 and Sections 56 (1) and 59 of the Tax Procedures Act.

32. The Respondent stated that the Appellant’s Objection falls short of the requirements of Section 51 (3) of the Tax Procedures Act. It added that the Appellant’s Objection, as required by law, was supposed to states precisely the amendments required to be made to correct the decision and the reasons for the amendments and accompany the objection with all the relevant documents but this was not done. Consequently, the Respondent maintained that the Appellant’s Notice of Objection did not conform to all the requirements of Section 51 (3) of the Tax Procedures Act.

33. In response to grounds No. 1, 3, 5,6 and 7 of the Memorandum of Appeal, the Respondent stated that the Objection Decision is valid on grounds that the Appellant failed to provide sufficient documentations to enable the Respondent to verify the accuracy of the Appellant’s allegations and tax declarations; that there were inconsistencies noted in the Appellant's income tax and VAT tax returns and the Appellant has not explained the variances or provide documents to support the variances and that the Respondent requested the Appellant for reconciliations and documents to support the airtime supplies that is exempt as per the First Schedule of the Value Added Tax Act, 2013 and on the non-vatable commissions but the Appellant did not provide them.

34. According to the Respondent, to prove sales on airtime, the Appellant only provided sales ledgers generated from its internal system in PDF form and monthly analysis. However, the Appellant failed to provide the primary records from the service provider which were very crucial to validate the entries in the sales ledgers and the analysis.

35. According to the Respondent, the Safaricom Statements provided by the Appellant was of no help in the verification process as the statements did not have distinct lines of revenue streams for airtime and commissions and attempts to mirror it with the Appellant’s in-house sales ledgers proved an exercise in futility. It also averred that the Appellant did not provide M-Pesa commissions despite alleging that it formed part of the non-vatable commissions in the Appellant’s reconciliation.

36. In response to Ground 5, the Respondent relied on Section 24 (2) of the Tax Procedures Act to state that the Appellant’s tax returns are not binding on the Respondent and the Respondent may assess the Appellant based on any other available information. Consequently, the Respondent argued that the Appellant had a duty to provide documents in support of the objection but it failed to do so.

37. In response to assertion that the Respondent did not issue statement of findings, the Respondent stated that it provided the statement of findings on the material facts and that the Appellant failed to provide sufficient documents and information hence forcing the Respondent to rely on what is available at his disposal.

38. In response to assertion that the Respondent erred in the Assessment without having regard to Returns and invoices filed by Safaricom PLC who is the Appellant’s VAT withholding Agent, the Respondent stated that under Section 59 of the Tax Procedures Act, the Appellant is under obligation to furnish the Respondent with the requested information which the Appellant failed to do. The Respondent further argued that Safaricom PLC is a third party who has its own tax obligations and whatever it files in it returns relates to its own business and not those of the Appellant. Apart from that, the Respondent argued that whereas Safaricom PLC’s information in the tax returns may be useful in verifying the Appellant’s tax declarations, it does not absolve the Appellant from its tax obligations.

39. The Respondent averred that it did not violate the Appellant’s rights under Article 47 of the Constitution of Kenya, 2010 because the Appellant was provided with opportunities to respond to the pre-assessment notices and the assessment.

40. Finally, the Respondent stated that the Appellant failed to discharged its burden of proof as per Section 56 (1) of the Tax Procedures Act, 2015, Section 30 of the Tax Appeals Tribunal Act, 2013 and Section 107 of the Evidence Act, Cap 80.

41. The Respondent in its written submissions identified three issues for determination;i.Whether the Appellant’s Agency Services are exempt from VAT;ii.Whether the Respondent’s Objection Decision is valid; and,iii.Whether the Appellant discharged the burden of proof.

42. On whether the Appellant’s Agency Services are Exempt from VAT, the Respondent submitted that the purported Safaricom Limited Dealership Agreement does not show the terms of dealership therefore it is not possible for the Respondent and even this Honourable Tribunal to ascertain the services offered by the Appellant to Safaricom and whether they are VAT exempt supply or not.

43. The Respondent relied on Section 62 of the Value Added Tax Act to argue that the burden of proving that any tax has been paid or that any goods or services are exempt from payment of tax shall lie on the person liable to pay the tax or claiming that the tax has been paid or that the goods or services are exempt from payment of tax.

44. The Respondent submitted that the Appellant having failed to provide sufficient documents to prove the alleged exempt supply it deals in, the Respondent concluded that the Appellant’s business is supplying Safaricom a service for sale of airtime and other products at a fee.

45. The Respondent submitted that a fee paid to an agent of a person as a commission. The Respondent relied on the case of MTN Uganda Ltd vs. Uganda Revenue Authority, Kampala TAT Application No. 8 of 2019, wherein while differentiating commission and a discount, the Ugandan Tax Appeals Tribunal defined a commission as follows in its Ruling:‘‘A commission is defined by Black's Law Dictionary page 327 as ‘a fee paid to an agent or employee fora particular transaction, usually, as a percentage of the money received from the transaction.”A discount is defined by Black's Law Dictionary (supra) page 564 as, “a reduction from the full amount or value of something especially, a price.” When a commission is paid to an agent the value of the service is not reduced. The commission is factored in the price of the item or service. When there is a discount on a price, in most cases the commission is reduced accordingly. A discount is therefore not synonymous with a commission.”

46. The Respondent submitted that in arguing for exemption of commissions on sale of airtime, the Appellant is overstretching the provisions of the Value Added Tax Act, 2013 by implying what is not legislated. The Respondent relied on Kenya Revenue Authority Republic (Ex-parte Fintel Ltd) [2019 eKLR, Nairobi Court of Appeal Civil Appeal No. 311 of 2013 to argue that on the construction of a statute, the words are to be given their ordinary meaning, looking only at what is clearly said.

47. On whether the Respondent’s Objection Decision is valid, the Respondent submitted that income tax and PAYE assessment were within the purview of Section 31 (1) (c) of the Tax Procedures Act and thus valid.

48. Further, the Respondent submitted that the Appellant failed to provide relevant documents therefore the Respondent relied on the available information. To support this position, the Respondent relied on Jilao Company Limited vs. Commissioner of Domestic Taxes, Nairobi TAT Appeal No. 418 of 2018 and HistotoLimited vs. The Commissioner of Domestic Taxes Nairobi TAT Appeal No. 369 of 2019 wherein the Tribunal held that the taxpayer has a duty to avail documents to explain the variances.

49. On whether the Appellant discharged the burden of proof, the Respondent cited the cases of Kenya Revenue Authority vs. Man Diesel & Turbo Se, Kenya [2021] eKLR, Nairobi High Court Income Tax Appeal No. E125 of 2020 and the Commissioner of Domestic Taxes vs. Trical and Hard Limited (Tax Appeal E146 of 2020) [2022] KEHC 9927 (KLR) to submit that the taxpayer has to prove that the decision is incorrect. The Respondent submitted that Appellant failed to discharge its burden of proof.

Respondent’s prayers 50. The Respondent prayed that the Honourable Tribunal;a.Upholds the additional assessments of the 2nd February 2023 and Objection Decision of 27th April 2023 as valid and in conformity with the provisions of the Law; and,b.Finds that the Appeal herein is without merit and dismiss it with costs to the Respondents.

Issues For Determination 51. Having considered the Memorandum of Appeal, the parties’ Statements of Facts, and submissions, the Tribunal puts forth the following issue for determination:i.Whether part of the assessments are statute time barred;ii.Whether the Appellant’s products are VAT Exempt; and,iii.Whether assessment on Income Tax is due and payable.

Analysis And Findings 52. The Tribunal having established the issues for determination, it shall analyse the issues as herein under;

i. Whether part of the assessments are statute time barred; 53. Since the Appellant did not raise this issue, the Tribunal raised this issue suo moto to ensure fidelity to the provisions of the law.

54. From the tax assessments, the Respondent assessed the Appellant on 2nd February 2023 seeking to recover taxes from the year 2017 to 2021. The question then is whether the 2017 assessment is valid in law.

55. Section 29 (5) of the Tax Procedure Act provides as that;‘‘subject to subsection (6), an assessment under subsection (1) shall not be made after five years immediately following the last date of the reporting period to which the assessment relates.’’ On the other hand, section 29 (6) of the said Act provides, ‘‘subsection (5) shall not apply in the case of gross or wilful neglect, evasion or fraud by a taxpayer.’’

56. Apart from the above, Section 31 (4) of the Tax Procedure Act provides as hereunder:The Commissioner may amend an assessment—(a)In the case of gross or wilful neglect, evasion, or fraud by, or on behalf of, the taxpayer, at any time; or(b)In any other case, within five years of—(i)For a self-assessment, the date that the self-assessment taxpayer submitted the self-assessment return to which the self-assessment relates; or(ii)For any other assessment, the date the Commissioner notified the taxpayer of the assessment.’’

57. Whether under Section 29 or 31 of the Tax Procedures Act, the timeline for assessing a taxpayer is within 5 years. The only exemption to this rule is when the Respondent is able to demonstrate gross or wilful neglect, evasion or fraud by a taxpayer. This Tribunal in Gitere Kahura Investments Ltd vs. The Commissioner of Investigations and Enforcement Tax Appeal No. 16 of 2019 observed as follows:“The Respondent has the burden of proof pursuant to sections 107 and 108 of the Evidence Act to prove that the Appellant breached section 29(6) of the Act.The assessed tax is for the period 2013 - 2016 being demanded in year 2018. The Tribunal has perused respondent’s pleadings and did not find evidence from the Respondent accusing the Appellant for gross or wilful neglect, evasion or fraudulent activities concerning taxes as provided for under section 29 (6) of the Act. In this regard, the Tribunal find that tax assessment for the year 2012 and 2013 are time barred by virtue of section 29 (5) of TPA.”

58. The Tribunal examined the Respondent’s pleadings and noted that there is nothing therein to satisfy the provisions of Section 29 (6) or 31 (4) (a) of the Tax Procedures Act to justify assessment of 2017 taxes in the year 2023.

59. Consequently, the Tribunal finds and holds that the Respondent erred in law and fact by assessing and demanding taxes for the year 2017 as the same is statute time barred. Therefore, tax demand for the year 2017 is illegal and is hereby expunged.

ii. Whether the Services by the Appellant are VAT Exempt; 60. Having expunged the 2017 assessments, what is pending determination the 2018 to 2021 assessments. The Appellant asserted that it is a supplier of airtime as Safaricom PLC’s dealer it therefore cited the provisions of Part II of Schedule I at Paragraph 16 of the Value Added Tax to argue that the supply of airtime is exempt from VAT. On the other hand, the Respondent argued that the Appellant did not provide agreement between itself and Safaricom for the Respondent to study the terms of the agreement.

61. Part II of the first schedule to of the Value Added Tax Act deals with exempt services. Paragraph 16 of Part II of the said Schedule provides that;‘‘The supply of the following services shall be exempt supplies—the supply of airtime by any person other than by a provider of cellular mobile telephone services or wireless telephone services.’’

62. The question then is whether the Appellant supplied airtime. If the answer is in the affirmative, then, the service is VAT exempt.

63. The Appellant filed a notice of extension of dealer agreement dated 13th March 2023, the Appellant did not file the first agreement. Whereas the Appellant did not file the agreement that was being renewed, the Appellant filed a number of prepaid discount statement which indicate that the Appellant purchased airtime from Safaricom PLC for the years 2017, 2018, 2019, 2020 and 2020. Based on these, the Tribunal is of the view that the Appellant supplied airtime.

64. In Cape Brandy Syndicate vs. The Commissioner of Inland Revenue CA [1921] 2 KB 403, the court observed that,“In a taxing Act one has to look at what is clearly said. There is no room for any intendment. There is no equity about a tax. There is no presumption as to a tax. Nothing is to be read in, nothing is to be implied. One can only look fairly at the language used.’

65. A plain reading of Paragraph 16 of Part II of the Schedule requires that anyone supplying airtime other than by a provider of cellular mobile telephone services or wireless telephone services should not be subjected to VAT for supplying the airtime. There is no dispute that the Appellant supplied airtime. Further, there is no dispute that the Appellant is not a provider of cellular mobile telephone services or wireless telephone services. Therefore, the Tribunal is of the view that the Appellant was a supplier of airtime within meaning of Paragraph 16 of Part II of the Schedule therefore, the Respondent had an obligation not subject the supply of airtime to VAT.

66. Consequently, the Tribunal finds and hold that the Respondent erred in subjecting Appellant’s supply of airtime to VAT.

iii. Whether assessment on Income Tax is due and payable. 67. From the documents provided by the Appellant, the Tribunal upon perusal noted that the Objection Decision contained an assessment for Income Tax – company for the years 2017 and 2018 the sum of Kshs. 362,011. 20 and Kshs. 453,452. 28 respectively.

68. The Appellant in its pleadings objected to the entire sum including the Income Tax-company for 2017 and 2018, however the Appellant did not specifically plead nor submit on this tax head.

69. Similarly, the Respondent did not advance any submission relating to the assessment on Income Tax.

70. Evidently, the Appellant having appealed against the assessment on Income Tax was duty bound to demonstrate to the Tribunal that the Respondent’s confirmed assessment was erroneous by advancing arguments and evidence in opposition to the assessments, the Appellant failed to do so.

71. Having established the foregoing, the Tribunal position as held above is that any assessment made in the year of income 2017, were expunged for being made beyond the period provide for in law.

72. We are satisfied that the assessment on Income Tax for the year 2018 is due and payable as assessed by the Respondent.

73. Consequently, the Appellant’s Appeal partly succeeds.

Final Determination 74. The upshot to the foregoing is that the Tribunal finds and holds that the Appeal is partially merited and makes the following orders:a.The Appeal be and is hereby partially allowed;b.The Respondent’s Objection Decision issued on 27th April 2023 be and is hereby varied in the following terms;i.All tax assessments for the year 2017 be and are hereby set aside;ii.The Respondent’s assessments on VAT for the years 2018, 2020 and 2021 be and are hereby vacated; and,iii.The assessment on Income Tax – company for the year 2018 be and is hereby upheld.c.Each party to bear its own cost.

75. It is so ordered.

DATED AND DELIVERED AT NAIROBI THIS 1ST DAY OF AUGUST 2024ROBERT M. MUTUMACHAIRMANBERNADETTE GITARI ELISHAH N. NJERUMEMBER MEMBERMUTISO MAKAU ABDULLAHI DIRIYEMEMBER MEMBER