Report On Consideration Of The Agreement Establishing The Shelter Afrique Development Bank

DATE;

0 2 DEC 2025

THENATIONALASSEMBLY

THIRTEENTHPARLIAMENT-FOURTHSESSION-2025

DIRECTORATEOFDEPARTMENTALCOMMITTEES

DEPARTMENTALCOMMITTEEONFINANCEANDNATIONAL PLANNING

REPORT ON:

THECONSIDERATIONOFTHEAGREEMENTESTABLISHINGTHE SHELTERAFRIQUEDEVELOPMENTBANK(SHAFDB)

Published by:

TheDirectorateofDepartmentalCommittees Clerk's Chambers Parliament Buildings NAIROBI

P.O.B0X41842,NAIROBI.

NOVEMBER2025

TableofContents

| LISTOFABBREVIATIONSANDACRONYMS | |---------------------------------------------------| | LISTOFANNEXURES. | | CHAIRPERSON'SFOREWORD 5 | | PART | | I.0PREFACE. | | I.IINTRODUCTION | | 1.2MANDATEOFTHECOMMITTEE. | | 1.3OVERSIGHT | | 1.4COMMITTEEMEMBERSHIP | | I.5COMMITTEESECRETARIAT | | 10 | | PARTII. 11 | | 2.0BACKGROUNDTO 11 | | PROVISIONSOFTEAGREEMENT 14 | | PARTIII. .28 | | 3.0PUBLICPARTICIPATION/STAKEHOLDERCONSULTATION 28 | | 3.ICALLFORMEMORANDAFROMTHEPUBLIC 28 | | 3.2MINISTRYOFFOREIGNANDDIASPORAAFFAIRS(MFDA) 28 | | 3.3THENATIONALTREASURY 30 | | 3.4THEOFFICEOFTHEATTORNEYGENERAL 32 | | PARTIV | | 37 4.0COMMITTEEOBSERVATIONS. | | .37 PARTV. | | .39 5.0COMMITTEERECOMMENDATION |

.39

LISTOFABBREVIATIONSANDACRONYMS

CoE

CentreforExcellence

MFDA

Ministry ofForeign andDiasporaAffairs

SHAFDB

TheShelterAfriqueDevelopmentBank

LISTOFANNEXURES

AnnexureI:AdoptionSchedule

Annexure2:AdoptionMinutes

Annexure 3: The Agreement Establishing the Shelter Afrique Development Bank (SHAFDB).

Annexure 4: Copy of newspaper advertisement on public participation and submission of memoranda

Annexure 5:Letter from the Clerk of the National Assembly invitingStakeholders for public participation.

Annexure6:MemorandaReceived.

CHAIRPERSON'SFOREWORD

This report details the consideration by the Departmental Committee on Finance and National Planning on its consideration of the Agreement Establishing the Shelter Afrique DevelopmentBank(SHAFDB).

s a o meeting held on IIth February, 2025. On 4th September, 1981, 17 African member States, Reinsurance Corporation (African-Re), established the Company for Housing and Habitat in Africa known as Shelter Afrique through a Memorandum of Understanding at a meeting held in Arusha, Tanzania, on the same date.

for affordable housing and urban infrastructure development; Opportunity to share information and experiences on best practices in housing development and delivery through Sl-AFDB's Centre for Excellence (CoE).

Pursuant to section 8(l) of the Treaty Making and Ratification Act Cap 4D, the Cabinet SecretaryforForeignandDiasporaAffairssubmitted theParliamentaryMemorandumon Kenya'sAccessionof theAgreementEstablishing theShelterAfriqueDevelopment Bank committed to the Committee in line with Standing Order I7oA(1).

economies and to promote private and entrepreneurial initiatives in countries committed to applying the principles of multiparty democracy, pluralism and market economies.

In considering the Treaty, the Committee pursuant to Article ll8(l)(b) of the Order 170A(2) the Committee placed advertisements in the local dailies on 13th May 2025 calling for submissions of memoranda on the subject matter. Further, the Committee, throughletterRef:NA/DDC/F&NP/2025/067 dated6thAugust2025,sought the viewsoftheOfficeof theAttorneyGeneral,National Treasury,theMinistryofForeign and Diaspora Affairs, and the State Department for Housing and Urban Development.

Having considered the Agreement and analyzed the submissions made, the Committee observed that the Agreement aligns with Kenya's constitutional values, and its ratification doesnotnecessitate amendments to the Constitution or existing laws.

Further, having examined the Kenya's Accession of the Agreement Establishing the Shelter Afrique Development Bank (SHAFDB) against the Constitution, the Treaty Making and Ratification Act (Cap D) and Standing Crder I70A of the National Assembly Standing Orders, the Committee recommends that the House adopts this report and approves (SHAFDB).

Pursuant to Standing Orders 199(6) and I70A (4) it is my pleasant duty to present to the House the Report of the Departmental Committee on Finance and National Planning on its consideration of the Agreement Establishing the Shelter Afrique Development Bank (SHAFDB).

Hon. FCPA Kuria Kimani, CBS, M.P. Chairperson, Departmental Committee on Finance and National Planning.

1.0 PREFACE

I.I Introduction

• 1.This report outlines the consideration by the Departmental Committee on Finance and National Planning of the Agreement Establishing the Shelter Afrique Development Bank (SHAFDB).

2. Kenya has a longstanding and strategic relationship with Shelter Afrique, a Pan-African housing finance institutionestablished inI982andheadquartered inNairobi.As a founding member and host country. Kenya plays a key role in the organization's governance and operations. 3. Shelter Afrique has supported Kenya's affordable housing efforts through project financing, policy support, and partnerships, aligned with the Bottom-up Economic Transformation Agenda (BETA). This collaboration has facilitated the development of housing units and strengthened Kenya's housing sector through both public and private sectorengagement. 4. 17 African Member States, including Kenya, together with the African Developrment Company for Housing and Habitat in Africa known as "Shelter Afrique" through a "Memorandum of Understanding" (the "MOU") at a meeting that was held in Arusha, Tanzaniaonthesamedate.

1.2 Mandateof theCommittee

5. Article 2 (5) of the Constitution provides that any treaty or convention ratified by Kenya shall form part of the law of Kenya under the Constitution. Further, Article 94 (3)provides thatnopersonorbodyother thanParliament,has thepower tomake Constitution or by legislation. 2. 6.Further, Section 8 of the Act provides for provisions on consideration by Parliament inratificationoftreatieswhichstipulatesthat

PARTI

• "(1)Where theCabinet approves the ratification ofa treaty,theCabinetSecretaryshall submitthetreatyandamemorandumonthetreatytotheSpeakeroftheNational Assembly.
• (2) A traty approved for ratification by the Cabinet under section 7 shall, depending on its subject matter,be considered byboth or the relevant House of Parliament paying due regard toPart I andPart 2 of Chapter Eight of theConstitution.
• (3)Therelevant parliame!liary committee shall, during its considerationof the Treaty, parliamentaryprocedures.
• specific provisions of the treaty.
• (5)A proposed reservationshallbe introduced as a provision into thetreaty inccordance withtheproceduresetoutintieStandingOrders.
• (6) Where one House approves the ratification of a treaty and the other House refuses toapprove theratification ofa treaty,thetreaty shall be referred to the mediation committeeinaccordancewithArticleIl2oftheConstitution.
• (7)Where the both Houses refuse to approve the ratification of a treaty,theSpeakers of thetwoHousesshallsubmittheirdecisiontotherelevantCabinetSecretarywithin fourteendaysofthedecision.
• (8) Nothing in this Act precludes the resubmission of a treaty to National Assembly and where applicable theSenate,where approval for the ratification of the treaty had been refused.
• (9) Parliament shall not approve the ratification of a treaty or part of it if its provisions are contrary toConstitution,nor shall theHouseapprove areservation toaireity orpart of it if that reservation negates any of the provisions of the Constitution even if the reservationispermittedundertherelevanttreaty."

7. The National Assembly Standing Order 216 provides for the mandate of Departmental Committees. Standing Order 2l6(5) (fa) further provides that the functions of a Departmental Committee shall be to examine treaties, agreements and conventions.

1.3 OVERSIGHT

• 7.In executing its mandate, the Committee oversees the following MDAs: The National Treasury;The State Department for EconomicPlanning;The Office of the Controller of Budget and The Commission on Revenue Allocation.

1.4COMMITTEEMEMBERSHIP

• 8.The Departmental Committee on Finance and National Planningwas constituted by the House on 27th October, 2022 and comprises the following Members:

Chairperson

Hon. FCPA. Kuria Kimani, CBS, MP Molo Constituency UDA Party

Vice-Chairperson

Hon. Amb. Benjamin Langat, CBS, MP Ainamoi Constituency

| Hon.Peter Kaluma, CBS, MP Homabay Town Constituency ODM Party | Hon AndrewOkuome,MP Karachuonyo Constituency ODM Party | |-----------------------------------------------------------------|-----------------------------------------------------------------------| | Hon. David Mboni, MP Kitui Rural Constituency Wiper Party | Hon. CPA Joseph Oyula, MP Butula Constituency ODM Party | | Hon. Betty Maina, MP Muranga County UDA Party | Hon. Umul Ker Kassim, MP Mandera County UDM Party | | Hon. CPA Julius Rutto, MP Kesses Constituency UDA Party | Hon. Dr. Shadrack Ithinji, MP South Imenti Constituency Jubilee Party | | Hon. Paul Biego, MP Chesumei Constituency | Hon.Chiforomondo Mangale,MP Lungalunga Constituency |

UDA Party

UDA Party

UDM Party

Hon. Dr. John Ariko, MP Turkana South Constituency ODM Party

Hon.Mohamed Machele,MP Mvita Constituency ODM Party

Hon. George Sunkuya, MP Kajiado West Constituency UDA Party

I.5COMMITTEESECRETARIAT

• 9.The Committce is facilitated by the following staff:

Mr. Benjamin Magut

Principal Clerk Assistant Il /Head of Secretariat

Ms. Jennifer Ndeto

Mr. Benson Kamande

Deputy Director Legal Services

ClerkAssistantIIl

Mr. Salem Lorot

Ms. Winfred Kambua

Senior Legal Counsel

ClerkAssistantIII

Mr. James Macharia

Mr. George Ndenjeshe

Media Relations Officer

Fiscal Analyst II

Ms. Joyce Wachera

Ms. Nelly W. Ondieki

Hansard Reporter Il

Research OfficerIl

Mr. Mwangi Muchiri

Mr.Benson Muthuri

Audio OfficerIlI

Assistant Serjeant-At-Arms

Mr. Allan Ngugi

Mr. Steve Jeremy Kamau

Committee Intern

Committee Intern

PART II

2.0BACKGROUNDTOTHEAGREEMENTESTABLISHINGTHESHELTER AFRIQUEDEVELOPMENTBANK(SHAFDBAGREEMENT)

10. The Committee received a Memorancum to theAgreement Establishing the Shelter Afrique Development Bank (SHAFDB) to the National Assembly Prime Cabinet Secretary and Cabinet Secretary for Foreign and Diaspora Affairs, signed on I2th April, 2025. 2. Il. In the Memorandum, the Prime Cabinet Secretary and Cabinet Secretary for Foreign andDiasporaAffairs submitted asfollows: 3. meetingheldon 1IthFebruary,2025. 13. On 4th September, 1981, 17 African member States, inclucling Kenya, together with the African Development Bank(AfDB) and the African Reinsurance Corporation (African-Re), established the Company for Housing and Habitat in Africa known as Shelter Afrique through a Memorandum of Understanding at a meeting held in Arusha, Tanzania,on thesamedate. 5. I4. Subsequently, the founding members of Shelter Afrique adopted the Convention on the Constituent Charter of Shelter Afrique (the Convention), and the Constituent Charter of Shelter Afrique (the Constituent Charter) at a meeting held in Lusaka, Zambia, on 1oth to IIth May, 1982 providing that Shelter Afrique would be governed by its statutes, and with the mandate of mobilizing resources for housing development in Africa. 15. On 19th October, 1983, the Government of the Republic of Kenya entered into a Headquarters Agreement with Shelter Afrique whose head office has been operating in Kenya since then. 16. Kenya has, in addition, actively participated in Shelter Afrique's activities at both the Board andshareholderlevelsinceinception.

17. The operations of Shelter Afrique have to date been guided by its statutes which have been amended from time to time by the members. 18. During the 41st Annual General ieeting held at Victoria Falls, Zimbabwe, on 2.8th July, 2022, members approved a rv.olution calling for a review of the constitutive documents with a view to consolilate the document as well as to address arising gaps, ambiguities, interpretation issues a:d inconsistencies. 3. 19.Shelter Afrique as a company faced constraints in accessing financial facilities globally and for this reason there was a need to transform it to a Development Bank. 20. Through meetings of experts from members, an Agreement was developed which proposedto: 5. (i) and Finance institution; 6. (ii) ChangeShelterAfrique's name toShelterAfriqueDevelopmentBank (SHAFDB), devoted to addressing the evolving needs for housing and related development across Africa; and 7. (ii) Harmonize and integrate Shelter Afrique's constitutive documents. 21. At the 3rd Extraordinary General meeting of the shareholders of Shelter Afrique held m by a Special Resolution. 9. 22.The SHAFDB Agreement has since been signed by 27 Member States and two institutional shareholders namely African Development Bank and Africa Reinsurance Corporation. 10. 23.Kenya adopted the SHAFDB Agreement on 5th October, 2023 and is the largest shareholder with 16.23% of the company's paid-up capital (Us$21,061,000 as of 3Ist December, 2023). 11. 24.SHAFDB shall raise funds through:

• (i) Authorized share capital of SHAFDB subscribers including both paid-up and callable shares;
• (i) Borrowing and other means;
• (ii) Repayment of loans;
• (iv) Guarantees; and
• (v) Any other funds or income received which do not form part of its special resourcesaspertheAgreement.

25. Member States are required to:

• (i) Continue contributing to Shelter Afrique, either through initial capital, subscriptions, periodic payments, or other forms of financial support;
• (i) Participate in the governance structures of Shelter Afrique, which may include appointing representatives to the Board of Governors, or other decisionmaking bodies;
• (ii) ComplywiththetermsandconditionsoutlinedintheShelterAfrique instruments governing their relationship with the institution;
• (iv) SupportattainmentofSHAFDB'sobjectivesandmission.

26. Since I993 to date, Shelter Afrique has had over 135 transactions (project finance, lines of credit and equity investments) totalling US$3 19,547,474 in Kenya. 27. By ratifying the SHAFDB Agreement, Kenya will enjoy the following benefits:

• (i) Reaffirmation of Kenya's commitment to the objectives of SHAFDB;
• (i) Access to financing for affordable housing and urban infrastructure development;
• Opportunity to share information and experiences on best practices in housing development and delivery through SHAFDB's Centre for Excellence (CoE) which include:
• Repository of data for countries and regions;
• . Intercontinental sharing of best practice initiatives;
• Capacity building training for developers;
• Research on innovative financial solutions and alternative building methods;
• (iv) Enhancementof intra-African tradeinbuildingmaterials and financial services;

• (M) Partnerships in promoting the Government's affordable housing agenda.

28. Signing of the Host Country Agr< cment will signify Kenya's commitment to continue promoting diplomatic and multilateral cooperation at the continental level as well as promoting Nairobi as a hub for rmultilateral diplomacy. 29. Ratification of the SHAFDB Agreement will require review and amendment of the Shelter Afrique Act, Cap. 493C of the Laws of Kenya, and the Host Country Agreement between the parties that was signed on 19th October, 1983.

PROVISIONSOFTHEAGREEMENT

• 30.The Agreement contains 52Articles and twoAnnexes.

Article I:Name and NatureoftheFinancial Institution

• 3l.This article establishes the Shelter Afrique Development Bank ("SHAFDB").ItprovidesthatSHAFDBshallbeaninternationalorganizationand African housing development finance institution shall operate in accordance with the provisionsoftheAgreement.

Article 2:Definitions and Interprecation

32. This article provides for definitions of various terms used in the Agreement.

Article3:Offices

33. This article provides for the Headquarters Seat of SHAFDB and the discretion of SHAFDB to cstablish regional offices and other representative offices or agencies inside and outside Africa.It provides that the HeadquartersSeat of SHAFDB shall be situated in Nairobi,Kenya and maintained pursuant to the Headquarters Agreement.It also providesSHAFDB may establish regional offices and other representative offices or agencies inside and outside Africa.

Article 4: Purpose and Functions

34. This article provides for both the purpose and functions of SHAFDB. It providesthatthepurposeofSHAFDBshallbetofinanceandpromotethefinancing of affordable housing and urban development in Africa, taking into consideration the evolving development needs in urbanand rural areas across the continent. It lists several functionsofSHAFDBasfollows- 2. (a) To play a catalytic role by mobilizing capital from diverse resources, including borrowings, equity subscriptions and grants, from African and non-African sources, tobemadeavailabletofundhousinginvestmentsandurbandevelopment investments; 3. (b) Toprovide financial advisory services in connection withpotential housing and urban development investments; 4. (c) To enter into any agreement or arrangement with any government, municipal or e o e or entity any rights, privileges and exemptions that SHAFDB deems desirable; and and exemptions; 5. (d) To provide technical assistance and advisory services to any eligible recipient of SHAFDB financing or other assistance specified in Article for the study, preparation and implementation of projects involving housing and urban development physically located in Africa; 6. functions, for the purpose of facilitating, promoting and developing SHAFDB's activity; 7. functions as provided in this Article, to fund reserves and to distribute dividends; 8. (g) To borrow or raise money, to issue securities, bonds, notes, mortgages and other instruments and to provide guarantees; 9. (h) To hold investments of every kind and description (including investments in securities,shares,and notes); 10. (i)To pay distributions on SHAFDB shares;

Article5:Currencies

35. The article provides that members may not maintain or impose any restrictions on the holding or use by SHAFDB or by any recipient from SHAFDB for payments anywhere. Also, it provides that members may not maintain or impose any restrictions on the holding or useby SHA B, for making amortization or anticipatorypayments orforrepurchasingitsobligations,ofcurrenciesreceivedbySHAFDBinrepayment ofdirectloansmadeoutofitsordinarycapitalresoures.

Article 6: Share Capital

• 36.The articleprovides that the liability of each Member toSHAFDB in respectof such Member's SHAFDB Shares shall be liitred to any amount unpaid on the Purchase Price of its Shares. It further provides tiat the authorized capital of SHAFDB shall be one billion United States Dollars (lsS I,000,000,000). The authorized capital shall be divided into one million (l,o00,0o0) ordinary shares (cach with a par value of one thousand United States Dollars (IS$I,0oo). The authorized capital may be increased inaccordancewithArticleI4(a).
• 37.In addition, it provides that the sh:res shall be divided into three (3) classes which shall be availableforsubscriptionasfollows:

| Class | Percentage of authorized and issued share capital | Beneficiary | |---------|-----------------------------------------------------|----------------------------------------------------------------------------------------| | A | 45% | African Countries only | | B | 30% | African continental, regional and sub-regional organizations and institution | | C | 25% | Non-African public and private entities and individualsthatareneither inClassAorClassB |

Article 7: Membership and Share Subscription

38. It provides guidance on the obligations of existing members of SHAFDB under the Agreement and newMembers.

Article 8:Payment of Subscriptions

39. The article provides that all amounts payable with respect to subscriptions and acquisitions of SHAFDB Shares shall be made in United States Dollars (except as otherwise provided) at a place and time to be determined by the Board. It further provicies that if a member fails to make any payment on shares to which it has subscribed by the date fixed for such purpose, such payment may be made on such laterdateandonsuchothertermsandconditionsastheBoardmaydetermine.Italso provides that the modalities, terms and dates of payment relating to issues of shares, unsubscribed shares and forfeited shares shall be determined by the Board in respect of such shares.

Article 9: Capital Calls

• 40.The articleprovides that theBoard of Directorsmay from time to time make capital calls as it deems fit upon members in respect of moneys unpaid on their subscribed shares andnotmadepayableatafixedtimeortimesby theconditionsofsubscription or issue.

Article Io:Failure to Answer Capital Call

• 41.The article provides that if a member fails to fulfil a capital call made pursuant to the Agreement, a number of subscribed shares that is not fulfilled shall be deemed to be in default and the member shall have no right to vote in respect of the defaulted shares.

Article II: Unsubscribed Shares and Maximum Shareholding

42. The article provides that unsubscribed shares may be offered for subscription to members of the relevant class at such price and on such other terms of subscription

ArticleI2:Lien

• 43.The article provides that in order to secure each member's payment obligations in respectofcapitalcallsunderArticles9 andI0andanyotheramountsthatbecome payable in respect of its shares, including its obligations in respect of Article 13 regarcdingtheforfeitureofshares,SHAFDBshallhaveafirstandparamountlienand charge on each member's subscribed shares that is not a fully paid-up share and on any dividends or other proceeds payable in respect of such shares.

ArticleI3:ForfeitureofShares

44. The article provides for procedure for the forfeiture of shares if a member fails to pay any capital call or installment of a call made by SiAFDB or any other sum that is payable.

ArticleI4:Alterationof Capital anreemptiveRights

45. The article provides that the General Meeting may by Special Resolution increase the authorized sharecapital of SHAFDBby such sum,and tobe divided into suchclasses and number of shares, as the resolution shall prescribe. It also providesfor preemptive rightsofmembers.

Article5: Ordinary Capital Resources

46. The article provides for ordinary capital resources of SHAFDB which shall include: 2. (a) Authorized sharecapital of SHAFDB subscrib>dpursuant to the provisions of Article 6, including both paid-up and callable shares; 3. (b) Funds raised by SHAFDB by borrowing or other means, by virtue of powers conferred in Article 4(b) (vi); 4. (c) Funds received in repayment of loans made with the resources referred to in paragraphs (i) and (i) of this Article or as returns on equity investments and other typesoffinancingauthorizedbyArticle4madewithsuchresources; 5. (d) Income derived from loans made from the funds specified in paragraph (i) of this Article;

• (e) Income from guarantees; and
• (f)Any other funds or income received by SHAFDB, which do not form part of its special resources as defined in Article I7.

Article I6: Special Funds

• 47.ThearticleprovidesforthepoweroftheSHAFDBtoestablishspecialfundsdesigned ofSHAFDBinaccordancewiththeprovisionsofArticleI8.EachSpecialFundshall may be required for the administration and use of each Special Fund.

Article I7: Special Resources

• whichshallinclude:
• (i) Resources initially contributed to any Special Fund;
• (i) Funds borrowed for the purposes of any Special Fund;
• (i) Funds repaid in respect of loans or guarantees financed from the resources of Fund, are received by that Special Fund;
• (iv) Incomederived fromoperationsof SHAFDBbywhichanyof the aforementionedresourcesorfundsareusedorcommittedif,undertherules and regulations governing the Special Fund concerned, that income accrues to the said Special Fund; and
• (M) Any other resources at the disposal of any Special Fund.

ArticleI8:SeparationofResources

49. The article provides that the ordinary capital resources of SHAFDB shall be kept entirely separate from special resources and that under no circumstances be charged with,orusedtodischarge,lossesorliabilitiesarisingoutofoperationsorother activitiesofanySpecialFund.

Article I9: Transferability of Shares

50. The article provides that except for the lien of SHAFDB shares as provided in Article 12, SHAFDB shares shall not be pledged or encumbered in any manner and shall be transferrable only subject to the provisions of the Agreement and any rules adopted by the General Meeting.

Article20:ProceduresfortheTranserSharesandWithdrawalof Memhers

51. The article provides for the procedure for the transfer of shares and withdrawal of members.AnymemberwishingtowithdrawfromSHAFDB,orwishingtotransfera portion of its SHAFDB shares without withcirawing from SHAFDB, in each case shall providewrittennoticeofitsintentiontoSi-iAFDBatitsHeadquartersSeatnoless than on:e hundred and eighty (l80) days prior to the proposed date of withdrawal or transfr,and SHAFDB shall providesuchnotice to all other members.

Article 2I: Suspension of Membership d Suspension of Funding

52. The article provides for the suspension of membership and funding. It provides that if a member of SHAFDB fails to fulfil any of its obligations to SHIAFDB, including failure by such a member to honour calls to pay any portion of any subscribed shares, the General Meeting may suspend such Member by a Special Resolution. Further, it provides that the General Meeting may suspend fucur'e funding to or for the benefit of Member countries and/or institutions and organizations from member countries and/or projects in member countries in respect of members under suspension and in respect of members who do not honour calls or other payments due on any share subscriptions by such members.

Article 22:General Meetings

• 53.The articleprovides for theAnnual GeneralMeeting andExtraordinaryGeneral Meeting of SHAFDB and the procedure of convening them.

Article23:GeneralMeetingPowers

54. The article provides for the powers vested in the General Meeting and the limitation of thosepowers.

Article 24: Proceedings at General Meetings

55. The article provides for the quorum of General Meeting, election and tenure of office of a Chairperson and Vice-Chairpersons and the procedure of voting. It provides that a quorum for any General Meeting shall be present when SHAFDB members holding

Article25:VotesofMembersandProxies

• 56.Thearticleprovidesthateachmembershallhaveone(l)voteforeachpaid-upshare o o o corporation or other corporate entity, either under seal or under the hand of an officer or attorney duly authorized. A proxy need not be a member of SHAFDB.

Article 26: Advisory Council

57. The article provides for the composition, functions, and tenure of the Advisory Council. The Advisory Council shall consist of nine (9) persons selected by the General Meeting, on the recommendation of the Board, six (6) of whom shall be ministers of finance,ministers of economy or central bankgovernors of the Class A Members, and three (3) of whom shall be eminent individuals with finance or banking expertise. RepresentativesofthemembersshallnotbeeligibletoserveasAdvisoryCouncil members. In addition,no member of the Advisory Council shall be a national of the same country as any Director currently serving on the Board. 58. The Advisory Council shall advise SHAFDB on matters of strategicimportance and shallmeetonsuchoccasionsasSHAFDBmayrequest. 59. Members of the Advisory Council shall serve for a term of three (3) years, and may be reappointed only in accordance with the rules of procedure for the Advisory Council approved by the General Meeting.

Article 27:Board ofDirectors-Composition

60. The article provides for the composition and tenure of Board of Directors of SHAFDB.Itovidesthat theBoardshallconsistofnofewerthanten(lo)normore than twelve (l2) Directors, as determined by the General Meeting by the Ordinary Resolutionfromtimetotime.

Article28:BoardofDirectorsFunctions

61. The article provides that the Board shall exercise all the powers delegated to it by the General Meeting,including thefollowing: 2. (i) Appoint, suspend or remove the Managing Director of SHAFDB and determine the terms and conditions of his or her service; 3. (ii) Determine the general organizational and operational structure of SHAFDB; 4. (i) Prepare the work of the General Meeting; 5. (iv) Apprcve thebudgetof SHAFDB; 6. (v) In conformity with the Investment Policy and the general directives of the Gencral Meeting, make decisions concerning loans, guarantees and other investimients to be made by SHAFDB and any borrowing of funds by SHAFDB, anddrawupschedulesforinvestmentoffundsofSHAFDB; 7. (vi) In conformity with the Investment Policy, Cetermine the terms of any investments by SHAFDB, including the rates of interest for direct loans, and the commissionsandfeesforguaranteesandothersimilarfinancialtransactions; 8. (vii) Establish, in conformity with the principles set forth in this Agreement, financial regulationsfortheconductofthebusinessofS?AFDBandsuchotherrules and regulations, including staff regulations, as are necessary or appropriate for the conduct of the general operations of SHAFDB; 9. (vii) Approve the establishment of Special Funds as well as the rules and regulations for their administration and use; 10. (ix) Approvetheestablishmentofregionalofficesandotherrepresentativeoffices oragenciesofSHAFDBincountriesinsideoroutsideAfrica;and 11. (x) operations andotheractivities ofSHAFDB andSHAFDB'sannualfinancial statements.

Article 29: Disqualification, Removal and Board Vacancy

62. The article provides for the removal of a Director, disqualification of a Director, and vacancyin theDirector's office.

Articles30-34

• 63.Articles 30 to 34 provide for Board of Directors Procedure,Managing Director, SecretaryGeneral,General Counsel,andtheCommonSeal andItsUse.

Article35:Dividendsand ReserveFund

64. The article provides for payment of dividends on the shares of SHAFDB.

Article36:Accounts

• 65.ThearticleprovidesfortheobligationoftheBoardtocauseproperbooksofaccounts to be kept.

Article37:Capitalization ofProfits

66. The article provides that SHAFDB may at a General Meeting, upon the recommendation of the Board of Directors, resolve that it is desirable to capitalize anypart of the amount then standing to the creditof anyof theSHAFDB's reserve accountsortothecreditoftheprofitandlossaccountorotherwiseavailablefor distribution.

Article38:ExternalAudit

• 67.ThearticleprovidesfortheexternalauditoftheaccountsofSHAFDBatleastonce each year.

Article39:Status

• 68.ThearticleprovidesthatSHAFDBshallpossessfullinternationalpersonalitytoenable ittofulfil itspurposeandthefunctionswithwhichitisentrusted.Itmayenterinto agreements with members, non-member countries and other international

organizations and the status, immunities, exemptions, and privileges set forth in the Agreement shallbe accorded toSHAFDB in the territory of eachmember.

Article40:StatusinMemberCountries

69. The article provides that in the territory of each member country, SHAFDB shall

Article 4l:JudicialProceedings

70. The article provides that SHAFDB shall enjoy imrnunity from every form of legal may be suedi only in a court of competent jurisdiction in the territory of a member in which SHAFDB has its Headquarters Seat,or in the territory of a member or nonmember State where it has appointed an agent for the purpose of accepting service or notice of process or has issued or guaranteed securiries. No actions shall, however, be brought by members or persons acting for or derivin: claims from members. 71. It further provides that the property and assets of SHAFiB shall, wherever located andby whomsoever held,beimmunefrom all forms of seizure,attachment,or execution before the delivery of final judgment against SHAFDB.

Article 42: Immunity of Assets and Archives

72. The article provides that the property and assets of SHAFDB, wherever located and by whomsoever held, shall be immune from search, requisition, confiscation, action.Further, the archives of SHAFDB and, in general, all documents belonging to it or held by it, shall be inviolable, wherever located.

Article43:FreedomofAssetsfromRestrict:ion

73. The article provides that all property and other assets of SHAFDB shall be exempt from restrictions, regulations, controls, and moratoria of any nature. This will be to

the extent necessary to carry out the purpose and functions of SHAFDB and subject to the provisions of the Agreement.

Article 44: Privilege for Communication

74. The article provides that official communications of SHAFDB shall be accorded by eachmemberthesametreatmentthatitaccordstotheofficialcommunicationsof other members.

Article 45:Personal Irnmunities and Privileges

75. The article provides for personal immunities and privileges for all directors, officers, and employees of SHAFDB and experts and consultants performing services or functionsofSHAFDB.

Article 46: Exemption from Taxation

76. The article provides that SHAFDB, its property, Other assets, income and its operationsandtransactionsshallbeexemptfromalltaxationandfromallcustoms duties. SHAFDB shall also be exempt from any obligation relating to the payment, withholding, or collection of any tax or duty. 77. Further,no tax shall be levied on or in respect of salaries and emoluments paid by SHAFDB to Directors, Alternate Directors, officers, and other professional staff of SHAFDB.

Article 47: Notification of Implementation

• 78.The article provides that each member shall promptly informSHAFDB of the specific actionwhichithastakentomakeeffectiveinitsterritorytheprovisionsofthe Agreement.

Article 48: Application of Immunities, Exemptions and Privileges

79. The article provides that the immunities, exemptions and privileges provided in the Agreement are granted in the interests of SHAFDB. The Board of Directors nay

waive,to such extent and upon conditions as it rnay determine,the immunities and exemptions provided in Articles 40 through 46 cf the Agreement in cases where its actionwouldinitsopinionfurther theinterestsofSHAFDB.TheManagingDirector shall have the right and the duty to waive the immunity of any official in cases where, in his opinion, the immunity would impede the course of justice anti can be waived withoutprejudicetotheinterestsofSHAFDB.

Aticle49:GeneralProvisions

80. The article provides for the termination of operations of SHAFDB, arbitration of disputesbetweenmembersorbetweenSHAFDB andoneormoremembers or former members, register of members and changes to it, interpretation of the Agreement, arendments of the Agreement, disclosure of information, and political neutrality of S!AFDB.

Article50:Signature and Deposit

81. The article provides that the Agreement, as approved by Special Resolution of the General Meeting, shall be deposited with the Secretary-General of the African Development Bank and the Depositary shall communicate certified copies of the Agreement to all Signatories. 2. 82.Further, it provides that the Agreement shall remain open for signature by the governments of the countries that are Class A Signatories to the Agreement and by the Class B Signatories listed in Annex B and each signed copy shall be delivered to SHAFDB's Secretary-General, who shall deposit al! such signed copies with the Depositary.

Article 5l: Ratification, Acceptance, Accession and Acquisition of Membership

83. The article provides that the Agreement shall be subject to ratification by the Class A Signatories set forth on Annex B. Instruments of Ratification shall be deposited by the Signatory Governments with the Depositary. The Depositary shall notify the other signatoriesofeachdepositofaninstrumentofRatificationand thedatethereof.

• e s e d e Members of SHAFDB. Existing Members of SHAFDB shall become bound by the AgreementonandafterthedateonwhichtheAgreemententersintoforcein accordancewithArticle52,providedthatClassAMembersshallbecomeboundby Article5governing theuseofcurrencies andArticles41though46governing privileges and immunities only after they have deposited an instrument of Ratification with the Depositary.

Article52:Entry intoForce

85. The article provides that the Agreement shall enter into force upon the deposit with the Depositary of Instruments of Ratification by fifteen (l5) Signatory Governments whose shareholdings in SHAFDB,as set forth inAnnex B totheAgreement,in aggregate comprise not less than fifty-one percent (5i%) of the paid-up capital of SHAFDB. Once the Agreement has entered into force, the Depositary shall communicate certified copies of the Agreement, including each Instrument of Ratification, to the Secretary-General of the United Nations. 2. 86.lt further provides that during the provisional period from the signing of the Agreementuntilthedateitentersintoforce,theExistingConstitutiveDocuments shallremaininfullforceandeffectandshallcontinuetobebindingandenforceable. From and after its entry into force, the Agreement shall supersede and replace the Existing Constitutive Documents in their entirety.

Annexes

87. The Agreement also containsAnnexes,namely: 2. (a)Annex A:Election of Directors 3. (b)Annex B: Signatories and Shareholdings which indicates that the Government of Kenya's percentage of shareholding as of 22nd November 2023 stood at I6.23% and that Kenya has signed the Agreement.

PARTIII

3.0PUBLICPARTICIPATION/STAKEHOLDERCONSULTATION

3.1 CALL FOR MEMORANDA FROM THE PUBLIC

88. Purstant to Article Il8(I)(b) of the Constitution on Public Participation and Section 8(3)of the TreatyMaking and RatificationAct,20l2,theCommitteeplaced advcrrisements in the local dailies, on 13th Miay 2025 calling for submissions of memo:anda on the subject matter. By the close of the deadline, the Committee Affairs, Office of the Attorney General and the Law Society of Kenya.

3.2MINISTRY OFFOREIGNANDDIASPORAAFFAIRS(MPA)

The Ministry of Foreign and Diaspora Affairs (MFDA) submitted as follows;

• housing finance institution established in I982 and headquartered in Nairobi. As a founding member and host country. Kenya plays a key role in the Cr ganization's efforts through project financing, policy support, and partnerships, aligned with the Bottom-up Economic Transformation Agenda (BETA). This coliaboration has facilitated the development of housing units and strengtheneei Kenya's housing sector through both public and private sector engagement.

90. On Seprcmber 4th 1981, 17 African Member States, including Kenya, together with the estatilished the Company for Housing and Habitat in Africa known as "Shelrer Afrique" through a "Memorandum of Understanding" (the "MOU") at a meeting that was held in Arusha, Tanzania on the same date.Shelter Afrique was formally established acrossAfrica underStatutes.On I9th October I983,the Government of the Republic initiated a review of its Constitutive documents to adiress operational gaps and legal ambiguities.

91. Shelter Afrique as a company faced constraints in accessing financial facilities globally and for this reason there was a need to transform it to a Development Bank. Kenya adoptedtheAgreementestablishingSHAFDBon5thOctober,2023andisthelargest shareholder with 16.23% of the Company's paid-up capital (Us$ 21,061,000 as of 31st Deccmber,2023). 2. 92.They noted that the ratification of the Agreement establishing the Shelter Afrique Development Bank (SHAFDB) would provide several benefits for Kenya. These include reaffirming the country's commitment to the objectives of the Bank and enhancing access to financing for affordable housing andurban infrastructure development. The agreement will also enable Kenya to benefit from the SHAFDB Centre of Excellence, which offers access to a regional data repository, opportunities for intercontinental exchange of best practices, capacity-building for developers, and research on innovativefinancial solutions and alternative building technologies. 3. materialsandfinancialservicesandsupporttheGovernment'saffordablehousing agenda. It was further highlighted that signing the Host Country Agreement would demonstrate Kenya's commitment to advancing diplomatic and multilateral 94. Member states are expected to fulfill several obligations under the Shelter Afrique DevelopmentBankframework.Theseincludecontinuedfinancialcontributionstothe institution through initial capital subscriptions, periodic payments, or other applicable structures of Shelter Afrique by appointing representatives to the Board of Governors, Board of Directors, or other relevant decision-making bodies. 5. 95.Additionally, member states must comply with the provisions of the Shelter Afrique s achievement of SHAFDB's mission and objectives. 96. Further, they stated that since 1993, Shelter Afrique has undertaken more than I35 transactions in Kenya, including project financing, credit lines, and equity investments amountingtoUSD319,547,474.Over thisperiod,theinstitutionhasfinanced abroad range of development initiatives across the housing sector. These include the provision OfKShs. 395 million to Stima Investment Cooperative for 76 townhouses in Syokimau,

KShs.800 million to Acorn Holdings for the development of Qwetu student residences in Ruaraka and Jogoo Road, and KShs. 75 million in 2007 to the Kenya Armed Forces Old Cornies Association for the development of hostel facilities in Madaraka.

• 97.Shel:er Afrique also advanced KShs. 540 million anti a standby facility of KShs. 128.3 million to Karibu Homes for affordable housing in Athi River, and entered its first joint venture in Kenya in 2010 through the Everest Park project, featuring 440 housing units. Additional notable investments include financing for three Kenya Medical Association mortgage products, and USD I.6 million to Sawada Investments for residential development in Syokimau.

98. They noted that a Housing Microfinance Lending Programme valued at USD 5.2 million was launched in 2012 vith support from the French Development Agency, and that Shelter Afrique has financed housing microfinance initiatives in Kenya amounting to KShs. &(0() million. Investimnents targeting women-led development hive also been significant,withprojects such as OakPark(UsD2.84million),Gondho(USD500,000), and Juridicon (UsD 542, 000) successfully completed.

3.3THEMATIONALTREASURY

The Natioral Treasury submitted as follows:

• 99.Shelter Afrique was established in 198l through a Memorandum of Understanding the AfricanDevelopment Bank and Africa-Reinsurance.It was created as a continental housing development and finance institution aimed at mobilizing resour ces to support housingconstruction andoverall shelterdevelopment acrossAfrica.TheRepublicof n o g Agreernent in I983 and enacted the Shelter Afrique Act, Cap 493C, to give domestic effect to the Convention.

100. Shelter Afrique operates with an authorized capital of USD 40 million divided into three share classes, and currentlyhas 44African member states andv institutional shareholirs. Kenya is the second-largest Class A shareholder, holding 21,061 shares (15.86%ftotalpaid-upcapitalasofNovember2024) and isrepresentedontheBoard alongsidethreeothermembercountries.

Shelter Afrique Activities in Kenya

101. Since I993, the organization has undertaken more than 135 financing transactions in Kenya valued at USD 319.5 million. These include project financing, credit lines, investments include: 2. i.KShs. 395 million for Stima Investment Cooperative housing in Syokimau. 3. i.USD I0 million credit line to Housing Finance Group. 4. li.KShs.8o0 millionfor AcornHoldings'Qwetu student accommodation. 5. iv.KShs. 75 million forKAFOCA hostel development in Nairobi. 6. v.OverKShs.668milliontoKaribuHomesforAthiRiverhousingprojects. 7. vi.A 440-unit EverestPark joint venture in2010. 8. vi.Financing for Kenya Medical Association housing projects. 9. vii.USDI.6 million for Sawada Investments in Syokimau. 10. ix.KShs. 20O million investments in the Kenya Mortgage Refinance Company. 11. x.KShs. 6oO million in microfinance initiatives supporting first-time developers and financial institutions. 12. xi.Shelter Afrique has also significantly supported women-led development initiatives,whichatonetimeaccountedfor20%ofitsinvestment portfolio.

102.The Agreement provides for:

• Repositioning Shelter Afrique as the Shelter Afrique Development Bank(SHAFDB)
• ii. Harmonization of founding charters
• i. Establishment of new governance and capital frameworks
• iv. Creation of an Advisory Council comprising finance ministers, central bank governors, and banking experts

103. National Treasury noted that Kenya's Cabinet approved ratification of the na o s el benefits, including: 2. i.Reaffirmation<of Kenya's commitment to SHAFDB's mantate

• ii. Enhanced access to financing for affordable housing and urban infrastructure
• ili. Opportunities for knowledge sharing through SHAFDB's Centre of Excellence, including:
• a. Continental data repositories

6. b.International best practice exchange 7. c.Training and capacity development for housi? professionals 8. d.Research on innovative housing finance and alternative building technologies 104. Additionally, there wil be strengthened intra-African tradle in construction inputs and financial services, as well as closer partnerships suppoiting the Government's affordable housing prograrmme. Signing the Host Country Agrcement will also reinforce Kenya's diplomatic role and position Nairobi as a continental cdlevelopment hub.

3.4 THEOFICEOFTHEATTORNEYGENERAL

The Office of the Attorney General submitted as follows;

105. The Cabinet, during its Ist Special Meeting of 2025 held on Iith February 2025, approved the signing and ratification of this Agreement, including the conclusion of a newHost CountryAgreement. 2. 106.They noted that the ratification is intended to enable Kenya to benefit from the transformation of Shelter Afrique into a fully-fledged continental developmentfinance institution, with increased capacity to provide financing for affordable housing and urban infrastructure. Shelter Afrique was established in 198I through a Memorandum ra sss i s Africa Keinsurance Corporation, followed by the adoption of a constituent Convention in 1982. Kenya has hosted the organization's headquarters since 1983 and

remains its largest shareholder, holding I6.23% of paid-up capital as at 31 December 2023.

107. Over the years, Shelter Afrique has operated under evolving statutes but faced limitations in accessing global financial resources. Member States therefore resolved torepositiontheinstitutionandupgradeitintotheShelterAfriqueDevelopmentBank (SHAFDB). The proposal was adopted at the 3rd Extraordinary General Meeting held on 5 October 2023, and the Agreement has since been signed by 27 member states andtwoinstitutionalshareholders. 108. The Agreement introduces key features, including the establishment of SHAFDB as an international housing development and finance institution, a revised capital structure Of USD I billion divided into three share classes, and a strengthened governance framework involving the Board of Directors, management, and a ninemember Advisory Council. Member States are obligated to contribute capital, participate in governance, and support the institution's mandate. 3. I09. Since I993, Shelter Afrique has financed housing projects in Kenya valued at USD 319.5 million. Expected benefits to Kenya include increased access to housing development financing, enhanced partnerships in delivering the Government's affordable housing agenda, technical cooperation through the Centre of Excellence, strengthened intra-African trade, and continued reinforcement of Kenya's diplomatic leadership on the continent. 4. I10. The Agreement will take effect once 15 signatory governments representing at least 51% of paid-up share capital deposit their instruments of ratification. Until then, existingconstitutiveinstrumentsremainoperational. 5. Il1. They noted that ratification of the Agreement will also require that the Republic ofKenyato:

• i. reviewandamendtheShelterAfriqueAct.Cap493C:
• ii. review the Host Country Agreement signed in I983. This is in line with Article 3 (a) (i) of the Agreement establishing SHAFB which provides that:"Any country inwhose territory thehcadquarters of SH-AFB is to be located shall sign a headquarters agreement with SHAFB and take all necessary measuresfor the implementation of the Agreement."

3.4THEAWSOCIETYOFKENYA

The Law Society of Kenya submitted as follows:

• I 12. Article 2(6) of the Constitution of Kenya, provides that any ratified treaty becomes part of Kenyan law.Parliament is therefore required to authorize the ratification of the Shelter Afrique Development Bank (SHAFDB)Agreement in accordance with Article 94 and the Treaty-Making and Ratification Act, CAP 4D. The Agrcement seeks at16.23%.
• I13.Kenya's financial contributions to SHAFDB are drawn from the Consolidated Fund under Section 2 of the Shelter-Afrique Act, meaning any commitments must comply Act.They noted that while the Agreement generally aligns with domestic
• I14. AR'TICLE 2l: This provision raises significant lgal concerns under Kenyan law. Article I0 of the Constitution provides for the Ilational values and principles of governante, <!te of them being sustainable development. LSK noted that this provision exposes Kenya to stalled projects in circumstances where it is suspended from SHAFDB while ongoing projects funded by SHAFDB remain incomplete. This has the effect of infringing on the Kenya's commitment to sustainable development under the Constitution. Further, if a project's continuation is dependent on SHAFDB's financing, abrupt suspension could disrupt contracts and expose the government to liabilities to ArticleandiseekamendmentoftheArticletoeisurethatsuspensionprocedures consider the potential effect on ongoing projects and that the limitations of the suspension be limited from applying retroactively.

CommitteeObservation

• I15.The Committee observed thatthe articleprovidesforthe suspension of membership and funding. It provides that if a member of ShiAFDB fails to fulfil any of itsobligations toSHAFDB, includingfailureby such a member to honour cals to pay any portion of any subscribe shares, the General Committee was not persuaded by the reasons iven by the stakeholder to

expressreservations on theprovisionsince theprovisionwas akey component on the Agreement. ARTICLE 4I on Judicial Proceedings: This provisiongrantsSHAFDBbroadimmunityfromlegalprocesses,whichbearssignificant implications under Kenya's Constitution, especially Article 48 on access to justice. While international financial institutions often enjoy certain immunities to protect their operations, this blanket immunity, especially the bar on actions brought by i sd ss m judicialaccountabilityinKenya,evenwhereitsactionsmayviolatedomesticlaw, contractual obligations, or infringe on rights. LSK recommended that this provision be amended to impose liability to municipal laws to the extent that it advances the sovereignty and democratic values of the relevant Member State. including human rights and the public Interest.

CommitteeObservation

The Committee observed that the immunity is in line with the doctrines of international law.

• Il6.ARTICLE 43onFreedom ofAssets fromRestriction:ThisArticle seeks to conflict with the national value of equity as provided under Article l0 of the constitution and Article 209 on the power of the government to impose taxation, it land use, banking regulations, and financial disclosures areas that are essential for economic sovereignty, regulatory integrity, and advancement of the rule of law. They recommended a reservation against this provisionwhich is an ostensible suspension ofapplicationoftheruleoflawtoSHAFDBandthreatensageneralunfairmarket dominance in favour of SHAFDB as against local entities that may offer similar services.

Committee Observation

The Committee observed that the provision is in line withprinciples of international law.

• I17. ARTlCLE 45 on Personal Immunities and Privileges: This provides for Immunity of all employees, directors, officers and consultants of SHAFDB from legal that the necessity and rationale for this provision have not been provided. Unless

institution, there should be an asterisk on the application of such persnal immunities and privileges within the Kenyan context, subject to the existing laws cn privileges of certain institutions.

Il8.committeeObservation

• I19. "he Committee observed that the provision is in line with principles of internntional law.
• 120.ARTICLE 46 on Exemption from Taxa.tion: This provision seeks to exempt SHAFDB,itslirectors,alternatedirectors,officersandotherprofessionalstafffrom taxation.Thisprovisionisinviolation of Article 27 on equality and non-discrimination. Further, this may be in contravention of Article 2l0(l) on the imposition cf tax, where it is provided that there shall be no waiver of taxes except as provided by legislation. the Agrennt and that the same be codified indicating justifiable reasons therefor.

ComnilteeObservation

The Corwynittee observed that the provision is in line with principles of international law.

PARTIV

4.0COMMITTEEOBSERVATIONS

121. Having considered the Agreement and analyzed the submissions made, the Committee observed asfollows: 2. (a) On 4th September, 198l, 17 African member States, including Kenya, together Corporation (African-Re), established the Company for Housing and Habitat in Africaknown as Shelter Afrique through a Memorandum of Understanding at a meetingheld inArusha,Tanzania,onthe samedate. 3. (b) The founding members of Shelter Afrique adopted the Convention onthe Constituent Charter ofShelterAfrique(the Convention),and the Constituent Charter of Shelter Afrique (the Constituent Charter) at a meeting held in Lusaka, Zambia, on l0th to lIth May, 1982 providing that Shelter Afrique would be governedbyitsstatutes,andwiththemandateofmobilizingresourcesforhousing development in Africa. 4. July, 2022, members approved a resolution calling for a review of the constitutive documentswith aviewto consolidate the document aswell as to address arising gaps, ambiguities, interpretation issues and inconsistencies. 5. institutional shareholders namely African Development Bank and Africa Reinsurance Corporation. 6. (e) Kenya's Cabinet approved ratificationof the SHAFDBAgreement onIIth February 2025. 7. (f)Article4of theSHAFDBAgreementprovides thatthepurposeofSHAFDBshall betofinanceandpromotethefinancingofaffordablehousingandurban development in Africa, taking into consicleration the evolving development needs inurban andrural areas across the continent. 8. financing for affordable housing and urban infrastructure development; opportunity to share information and experiences on bestpractices in housing development anddelivery throughSHAFDB'sCentre forExcellence(CoE);enhancementof

intra-African trade in building materials and financial services; andpartnerships in promoting the Government's affordable housing agenda.

• Shltrer Afrique Act, Cap. 493C of the Laws of Kenya, and the Host Country Agrcement between the parties that was signed on I9th October, 1983.
• (i)ThAgreement is aligned to the Constitution.

PARTV

5.0COMMITTEERECOMMENDATION

• 122.The Committee, having reviewed the Agreement recommends that pursuant to sectionBof the Treaty-MakingandRatification Act,Cap.4D,theHouse adopts and approves the Ratification of the Agreement Establishing the Shelter Afrique DevelopmentBank (SHAFDB).

2r Xec. 202s-.

SIGNED:

DATE:

THEHONFCPAKURIAKIMANI,CBS,M.P. CHAIRPERSON,DEPARTMENTALCOMMITTEEONFINANCEAND NATIONALPLANNING

THENATIONALASSEMBLY THIRTEENTHPARLIAMENT-FOURTHSESSION-2025

DEPARTMENTALCOMMITTEEONFINANCEANDNATIONALPLANNING. ADOPTIONLIST

REPORTONTHEAGREEMENTESTABLISHINGTHESHELTERAFRIOUE DEVELOPMENTBANK.

We, the Members of the Departmental Committee on Finance and National Planning have pursuant to Standing Order 199, adopted this Report and affix our signatures to afirm our approval and confirm its accuracy, validity and authenticity today, Tuesday, 25th November, 2025.

| S/NO. | NAME | SIGNATURE | |---------|--------------------------------------------------------|-------------| | 1. | HON. (CPA). KURIA KIMANI, MP - CHAIRPERSON | | | 2. | HON.(AMB).BENJAMIN KIPKIRUI LANGAT, MP-VICECHAIRPERSON | | | 3. | HON.KALUMAPETEROPONDO,MP | | | 4. | HON.GEORGE SUNKUYIA RISA,MP | | | 5. | HON.(CPA)JOSEPHMAERO OYULA,MP | | | 6. | HON.ANDREWADIPOOKUOME,MP | | | 7. | HON.DAVIDMWALIKAMBONI,MP | | | 8. | HON.CHIFOROMODOMANGALEMUNGA,MP | | | '6 | HON. .MAINABETTYNJERI,MP | | | 10. | HON.(CPA) JULIUS KIPLETTING RUTTO, MP | | | 11. | HON.PAULKIBICHIYBIEGO,MP | | | 12. | HON.UMULKERSHEIKHKASSIM,MP | | | 13. | HON.DR.SHADRACKMWITIITHINJI,MP | | | 14. | HON.DR.JOHN ARIKO NAMOIT, MP | | | 15. | HON.MOHAMEDSOUDMACHELE,MP | |