Related Party Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Document is neither a prospectus nor an invitation to the public to subscribe for shares in Zambia National Commercial Bank Plc (“Zanaco” or “the Company”) but is rather issued to the shareholders of the Company for the purposes of explaining the rationale for the signing of a Value Creation and Contribution agreement between the Company and the controlling shareholder on the terms and conditions summarised in this Document, and to set out the action by shareholders required to approve the said agreement.

• Shareholders are referred to page 4 of this Circular, which sets out the action required of them regarding the Zanaco General Meeting, full details of which are set out in this Circular. If you are in any doubt as to the action you should take, please consult your broker, bank manager, legal advisor, accountant, or other professional advisers.

• If you have disposed of all your Zanaco shares, then this Circular, together with the accompanying Form of Proxy should be forwarded to the broker, banker or agent through whom you disposed of such shares except that this Circular should not be forwarded or transmi�ed by you to any person in any territory other than Zambia unless the Circular can lawfully be distributed to such person or in such territory.

Regarding:

The provision of technical assistance and allied support to the Company via the implementation of a Value Creation and Contribution Agreement between the Company and Arise B.V. (“Arise”), Industrial Development Corporation (“IDC”), and the National Pension Scheme Authority (“NAPSA”) and herea�er referred to as “Material Institutional Shareholders”

and enclosing:

• A Notice convening a general meeting of Zanaco shareholders; and• A Form of Proxy in respect of the general meeting

This Circular is available in English only. Copies of this Circular may be obtained from the registered o�ice of Zanaco, the Sponsoring Broker and the Transfer Secretary whose addresses are set out in the “Corporate Information and Advisors” section of this Circular and will be available from Wednesday 10th March 2021, until Wednesday, 31st March 2021, both days inclusive. The Circular will also be available in electronic form on the Company’s website (www.Zanacobank.com) from Wednesday 10th March, 2021.

[Incorporated in the Republic of Zambia] Company Registration Number: 5387 Share Code: ZANACOISIN: ZM0000000250

[“Zanaco” or “the Bank” or “the Company”]

ZAMBIA NATIONAL COMMERCIAL BANK PLC

Address: Zanaco Head O�ice, Cairo Road, P.O. Box 33611, Lusaka, Zambia

CIRCULAR TO SHAREHOLDERS

Stockbrokers Zambia LimitedDate of Issue: 10th March 2021

Sponsoring Broker

1

Issuer

Zambia National Commercial Bank PlcHead O�iceCairo RoadP.O. Box 33611LusakaZambia

Sponsoring Broker

Stockbrokers Zambia LimitedPlot 32 Lubu RoadLongacresP.O. Box 38956LusakaZambia

Principal Bankers

Zambia National Commercial Bank PlcHead O�iceCairo RoadP.O. Box 33611LusakaZambia

Company Secretary and Registered O�ice

Kaluba G. Kaulung’ombe - InampasaHead O�iceCairo RoadP.O. Box 33611LusakaZambia

Transfer Secretary

Corpserve ZambiaHouse No. 6 Mwaleshi RoadOlympia ParkP.O. Box 37522LusakaZambia

Material Institutional Shareholder

Arise B.V.Amstelpein 40,Amsterdam, 1096Netherlands


Industrial Development Corporation Limited61 Independence AvenueProspect HillLusakaZambia


National Pension Scheme AuthorityHead O�ice, NAPSA HouseLevy Business Park,Corner of Church & Kabelenga RoadsP.O. Box 51275LusakaZambia

CORPORATE INFORMATION AND ADVISORS

2

Corporate Information And AdvisorsContentsAction Required By Zanaco ShareholdersImportant InformationSalient Dates And TimesDefinitions And InterpretationsSalient Features Of Value Creation And Contribution AgreementCircular To Shareholders

1. Introduction2. Nature And Purpose Of Transaction3. Salient Terms Of The Value Creation And Contribution Agreement4. Consideration Of The Value Creation And Contribution Agreement5. Relationship Between Zanaco Plc And The Material Institutional Shareholders.6. E�ects Of The Transaction7. Director’s Responsibility Statement 8. Directors’ Opinion And Recommendation9. Exchange Controls10. Jurisdiction11. Financial E�ects Of The Transaction12. Directors’ Statement Regarding The EGM

Information Relating To Zanaco And Its Subsidiaries13. Zanaco Subsidiary Profile14. Prospects15. Capital Structure 16. Controlling And Major Shareholders:17. Directors And Senior Management Of Zanaco18. Directors Interest In The Company’s Shares19. Directors Interests In The Transaction20. Directors’ Remuneration, Service Contracts And Emoluments21. Material Loans

General Information22. Adequacy Of Capital23. Material Contracts, Promoters, Service And Other Agreements24. Litigation25. Material Changes26. Estimated Expenses In Relation To The Transaction27. Documents Available For Inspection

Information Relating To The Directors and Senior Management Of Zanaco and Its Subsidiaries

28. Directors Of Zanacoa. Corporate Governanceb. Directors Declaration29. Senior Management30. Directors and Senior Management Of Zanaco’s Subsidiariesa. Digital Shares Services Limited (DSSL) T/a Paygoi. Board Of Directorsii. Senior Managementb. Zanaco Football Clubi. Board Of Directorsii. Senior Management

Annexure i: Extracts From Zanaco’s Articles Of AssociationAnnexure ii: Historical Financial InformationAnnexure iii: Unaudited 2020 Interim ResultsNotice Of Extraordinary General MeetingVoting And Proxies

23456791111111212

12121212121313131414141415151515151617171717171718

1919232323282828313232343839454749

CONTENTS

3

ACTION REQUIRED BY ZANACO SHAREHOLDERS

The Definitions and Interpretations commencing on page 7 of this Circular apply mutatis mutandis to this section.This Circular is important and requires your immediate a�ention.

COURSES OF ACTION

• This Circular is important and requires your immediate a�ention. Please take careful note of the following provisions regarding the action required by Zanaco Plc Shareholders.

• If you are in any doubt as to the action you should take in relation to this Circular, please consult your stockbroker, banker, Legal Advisor, accountant, or other professional advisers immediately. If you have disposed of all your Zanaco Plc shares, then this Circular, together with the accompanying Form of Proxy should be forwarded to the stockbroker, banker or agent through whom you disposed of such shares except that this Circular should not be forwarded or transmi�ed by you to any person in any territory other than Zambia unless the Circular can lawfully be distributed to such person or in such territory.

• This Circular contains information relating to the proposed implementation of a Value Creation and Contribution (“the Agreement”) Agreement between the Company and Material Institutional Shareholders (“MIS”) in which the MIS’s agreed that they shall provide technical assistance and allied support to the Company.

• The Zanaco Extraordinary General Meeting will be convened in terms of the Notice of the Zanaco PLC General Meeting commencing on page 48 of this Circular for the purpose of considering and, if deemed fit, passing, with or without modification, the Resolutions necessary to approve and implement the Agreement. The Zanaco PLC Extraordinary General Meeting will be held at via the ZOOM electronic platform, at 09:00 hours Zambian time on Wednesday 31st March 2021.

4

IMPORTANT INFORMATION

The definitions as set out in the “Definitions and Interpretations” section of this Circular apply to this section regarding essential information.

No person has been authorised by Zanaco to give any information or to make any representation not contained in or not consistent with this Circular or any other information supplied in connection with the Transaction. If given or made, such information or representation must not be relied upon as having been authorised by Zanaco, the Lead Advisor, the Sponsoring Broker, the Legal Advisors, or the Transfer Secretary. The delivery of this Circular shall not create any implication that there has been no change in the a�airs of Zanaco since the date of the publication of this Circular, or that any other financial statement or other information supplied in connection with the Circular is correct at any time subsequent to the date indicated in the document containing the same.

The distribution of this Circular in certain jurisdictions may be restricted by law. Persons into whose possession this Circular comes are required by Zanaco, the Sponsoring Broker, the Legal Advisors, and the Transfer Secretary to inform themselves about and to observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Market And Industry DataMarket and other statistical information used throughout this Circular are based on independent industry publications, government publications or other published independent sources. Although Zanaco believes these sources are reliable, the Company has not verified the information independently and cannot guarantee its accuracy and completeness.

5

SALIENT DATES AND TIMES

Circular posted to Zanaco shareholders on

Announcement relating to the issue of the circular released on SENS on

Announcement relating to the issue of the circular published in the press on

Last day to trade to be eligible to participate in and vote at the general meeting

Record date to vote at the general meeting

Last day to lodge forms of proxy for the general meeting with the transfer secretaries, by no later than 10:00. (Forms of proxy not lodged with the transfer secretaries in time may be handed to the chairman of the general meeting immediately before the commencement thereof)

The general meeting of Zanaco shareholders

Results of the general meeting released on SENS on

Results of the general meeting published in the press on

Notes:All times referred to in this Circular are Zambian times.

The above dates and times are subject to amendment. Any material variation of the above dates and/or times will be published in the local press.

Qualifying Shareholders are required to notify their stockbroker or the Sponsoring Broker with their instructions on which course of action they wish to follow.

QUERIESIf you have any questions on any aspects of this Circular please contact your stockbroker, accountant, banker, legal practitioner or other professional advisors, or the Sponsoring Broker Stockbrokers Zambia at the contact details below:

Stockbrokers ZambiaTel: +260 211 232 456Email: [email protected]

Wednesday, 10th March 2021

Wednesday, 10th March 2021

Thursday, 11th March 2021

Tuesday 30th March 2021



Wednesday 31st March 2021

Friday 2nd April 2021

Monday, 5th April 2021

6

DEFINITIONS AND INTERPRETATIONS

The following definitions apply throughout this Circular unless otherwise stated or the context requires otherwise. In this Circular, unless otherwise indicated, the words or phrases in the le�-hand column bear the meaning stipulated in the right-hand column. Words in the singular shall include the plural and vice versa, words importing natural persons shall include juristic persons (whether corporate or unincorporated and vice versa) and words in the masculine shall import both the feminine and neuter.

“EGM”

“Articles”

“Authorised Share Capital”

“Bank of Zambia” or “BoZ”

“Board”

“Business Day”

“Circular” or “Document”

“Value Creation and Contribution Agreement”

“Companies Act”

“Competition and Consumer Protection Act 2010”

“CSD” or “LuSE CSD”

“Directors”

“GRZ”

“Holders of Record Report” or “HOR”

“Zanaco Plc” or “Zanaco” or “the Company” or “the Bank”

“Lead Advisor”

“LuSE”

“LuSE Listing Requirements”

“Management”

the Extraordinary General Meeting of Zanaco shareholders to be held via the ZOOM electronic platform on Wednesday 31st March 2021;

the Articles of Association of Zanaco Plc;

Zanaco Plc’s authorised share capital of 1,666,666,667 Ordinary Shares of 6 ngwee each;

the Central Bank of the Republic of Zambia;

the Board of Directors of Zanaco Plc;

any day other than a Saturday, Sunday, or o�icial public holiday in Zambia;

this Circular to Zanaco Shareholders which sets out the details of the Value Creation and Contribution Agreement and incorporates all notices, le�ers and appendices relating to the proposed Agreement;

The proposed agreement between Zanaco and MIS in which the controlling shareholder undertakes to provide technical assistance and allied support to the Company;

the Companies Act No. 10 of 2017 of the Laws of Zambia;

Competition and Consumer Protection Act No. 24 of 2010 of the Laws of Zambia enacted by the Parliament of Zambia;

the Central Securities Depository maintained by the LuSE CSD;

non-executive directors of Zanaco;

the Government of the Republic of Zambia;

a report issued by the CSD, listing all holders of securities on a specific date;

Zambia National Commercial Bank Plc, a company duly registered and incorporated in terms of the laws of the Republic of Zambia (registration number 5387). Zanaco Plc is licensed and regulated by the Bank of Zambia (BoZ) under the Banking and Financial Services Act No. 7 of 2017 of the laws of Zambia;

Stockbrokers Zambia Limited

The Lusaka Securities Exchange, the o�icial market in Zambia, authorized and licensed by the SEC for secondary trading of quoted and listed securities;

The Listing Requirements of the LuSE, being the rules regulating equities listed on the LuSE;

The members of the management of Zanaco;

“Material Institutional Shareholders” or “MIS”

“No Objection Le�er”

“Ordinary Shares” or “Zanaco Shares” or “Shares”

“SEC”

“SENS”

“Securities Act” or “the Act”

“Shareholder”

“Sponsoring Broker”

“Stockbrokers Zambia Limited” or “SBZ”

“Transaction”

“Transfer Secretary”

“US $” or “US$”

“ZMW” or “K” or “Kwacha”

a) Arise B.V. (“Arise), a limited liability company incorporated under the laws of the Netherlands (registered with the Chamber of Commerce under the number 64756394).b) Industrial Development Corporation (“IDC”) a State-owned enterprise incorporated under the Laws of Zambia (PACRA entity number 120140119056)c) National Pension Scheme Authority (“NAPSA”) a national pension institution established by the National Pension Scheme Act No. 40 of 1996 of the Laws of Zambia.

BoZ Approval Le�er of the Value Creation and Contribution Agreement between the MIS and Zanaco Plc;

Existing Ordinary Shares of a nominal value of ZMW 0.06 (Six Ngwee) each in the issued share capital of Zanaco, which are listed on the LuSE;

The Securities and Exchange Commission of Zambia, a corporate body created under the Securities Act, and responsible for the regulation of the Zambian securities market;

the Stock Exchange News Service of the LuSE;

The Securities Act No. 41 of 2016 of the Laws of Zambia;

A holder of Zanaco Ordinary Shares registered in the Zanaco share register;

Stockbrokers Zambia Limited;

Stockbrokers Zambia Limited, a company incorporated with limited liability in Zambia and member of the LuSE, sponsoring brokers to Zanaco;

the Value Creation and Contribution Agreement between Zanaco and the MIS’s as more fully described in this Circular;

Corpserve Zambia Share Transfer Agents;

The United States of America Dollar, the legal currency of the United States of America and also an international currency;

Zambian Kwacha, the legal currency of the Republic of Zambia.

7

“EGM”

“Articles”

“Authorised Share Capital”

“Bank of Zambia” or “BoZ”

“Board”

“Business Day”

“Circular” or “Document”

“Value Creation and Contribution Agreement”

“Companies Act”

“Competition and Consumer Protection Act 2010”

“CSD” or “LuSE CSD”

“Directors”

“GRZ”

“Holders of Record Report” or “HOR”

“Zanaco Plc” or “Zanaco” or “the Company” or “the Bank”

“Lead Advisor”

“LuSE”

“LuSE Listing Requirements”

“Management”

the Extraordinary General Meeting of Zanaco shareholders to be held via the ZOOM electronic platform on Wednesday 31st March 2021;

the Articles of Association of Zanaco Plc;

Zanaco Plc’s authorised share capital of 1,666,666,667 Ordinary Shares of 6 ngwee each;

the Central Bank of the Republic of Zambia;

the Board of Directors of Zanaco Plc;

any day other than a Saturday, Sunday, or o�icial public holiday in Zambia;

this Circular to Zanaco Shareholders which sets out the details of the Value Creation and Contribution Agreement and incorporates all notices, le�ers and appendices relating to the proposed Agreement;

The proposed agreement between Zanaco and MIS in which the controlling shareholder undertakes to provide technical assistance and allied support to the Company;

the Companies Act No. 10 of 2017 of the Laws of Zambia;

Competition and Consumer Protection Act No. 24 of 2010 of the Laws of Zambia enacted by the Parliament of Zambia;

the Central Securities Depository maintained by the LuSE CSD;

non-executive directors of Zanaco;

the Government of the Republic of Zambia;

a report issued by the CSD, listing all holders of securities on a specific date;

Zambia National Commercial Bank Plc, a company duly registered and incorporated in terms of the laws of the Republic of Zambia (registration number 5387). Zanaco Plc is licensed and regulated by the Bank of Zambia (BoZ) under the Banking and Financial Services Act No. 7 of 2017 of the laws of Zambia;

Stockbrokers Zambia Limited

The Lusaka Securities Exchange, the o�icial market in Zambia, authorized and licensed by the SEC for secondary trading of quoted and listed securities;

The Listing Requirements of the LuSE, being the rules regulating equities listed on the LuSE;

The members of the management of Zanaco;

“Material Institutional Shareholders” or “MIS”

“No Objection Le�er”

“Ordinary Shares” or “Zanaco Shares” or “Shares”

“SEC”

“SENS”

“Securities Act” or “the Act”

“Shareholder”

“Sponsoring Broker”

“Stockbrokers Zambia Limited” or “SBZ”

“Transaction”

“Transfer Secretary”

“US $” or “US$”

“ZMW” or “K” or “Kwacha”

a) Arise B.V. (“Arise), a limited liability company incorporated under the laws of the Netherlands (registered with the Chamber of Commerce under the number 64756394).b) Industrial Development Corporation (“IDC”) a State-owned enterprise incorporated under the Laws of Zambia (PACRA entity number 120140119056)c) National Pension Scheme Authority (“NAPSA”) a national pension institution established by the National Pension Scheme Act No. 40 of 1996 of the Laws of Zambia.

BoZ Approval Le�er of the Value Creation and Contribution Agreement between the MIS and Zanaco Plc;

Existing Ordinary Shares of a nominal value of ZMW 0.06 (Six Ngwee) each in the issued share capital of Zanaco, which are listed on the LuSE;

The Securities and Exchange Commission of Zambia, a corporate body created under the Securities Act, and responsible for the regulation of the Zambian securities market;

the Stock Exchange News Service of the LuSE;

The Securities Act No. 41 of 2016 of the Laws of Zambia;

A holder of Zanaco Ordinary Shares registered in the Zanaco share register;

Stockbrokers Zambia Limited;

Stockbrokers Zambia Limited, a company incorporated with limited liability in Zambia and member of the LuSE, sponsoring brokers to Zanaco;

the Value Creation and Contribution Agreement between Zanaco and the MIS’s as more fully described in this Circular;

Corpserve Zambia Share Transfer Agents;

The United States of America Dollar, the legal currency of the United States of America and also an international currency;

Zambian Kwacha, the legal currency of the Republic of Zambia.

DEFINITIONS AND INTERPRETATIONS

8

SALIENT FEATURES OF VALUE CREATION AND CONTRIBUTION AGREEMENT

This summary section highlights certain information contained in this Circular, which should be read in its entirety for a full appreciation of the subject ma�er contained herein. If you are in any doubt as to its meaning, or what action to take, please consult, a licensed broker, investment advisor, accountant, lawyer, or other professional advisors immediately.

This section does not purport to be complete and is taken from, and is qualified by, the remainder of this Circular. Terms not otherwise defined in this section have the same meaning as used in the “Definitions and Interpretations” section of this Circular.

ZANACO is a systemically important Zambian bank, which is among the largest by total assets and achieves the highest revenue compared to its peers. It also has a strong transactional revenue banking franchise, where its retail mass-market strategy is supported by an extensive branch network (including presence in rural areas), agency banking channels (Zanaco Xpress) and various digital banking products. ZANACO also has significant exposure to the agricultural sector and strongly supports the growth of the SME sector.

To achieve its objective of a�aining a leading position as the best transactional bank in Zambia by 2025, ZANACO and the MIS have agreed to identify opportunities of value contribution and creation, with the common purpose of a�aining, amongst others, the following objectives:

a) Supporting the continued improvement of the Bank’s operational performance;b) Supporting the continued improvement of the Bank’s competitive market position;c) Supporting the continued improvement of the Bank’s governance framework;d) Provision of guidance and support to the continuing improvement of the Bank’s Social and Environmental stance;e) Supporting the continued optimization of the Bank’s capital and asset allocation;f) Supporting the continued optimization of Shareholder returns; andg) Any other mutually agreed objective which would contribute to the common purpose of value contribution and value creation for the Bank and all Shareholders.

However, the MIS has carefully considered and collectively agreed that the relevant competencies of implementing this Value Contribution and Creation Engagement Framework Agreement (forthwith referred to as the ‘Framework Agreement) with ZANACO be delegated to ARISE on their behalf.

Principal Purpose of the Transaction

Terms of the Value Creation and Contribution Agreement

a) The MIS has carefully considered and collectively agreed that the relevant competencies of implementing this Value Contribution and Creation Engagement Framework Agreement (forthwith referred to as the ‘Framework Agreement) be delegated to ARISE;b) The delegation of competencies to ARISE will remain in e�ect, unless otherwise reasonably discussed and agreed upon by the MIS to alter this Framework Agreement;c) ARISE has expressed its willingness to implement this Framework Agreement by actively engaging with ZANACO, in accordance with the provisions of the Framework Agreement;d) ZANACO has simultaneously expressed its willingness to implement this Framework Agreement by engaging with ARISE, in accordance with the provisions of the Framework Agreement;e) The parties agree that Value Contribution and Creation means the provision of technical advice and technical assistance, training or knowledge transfer to the ZANACO Board, Executive Management and or Management of the Bank;f) Annually, or periodically, jointly or by agreement, ARISE and ZANACO (“the Parties”) will agree on areas of value contribution and value creation, which include but are not limited to ma�ers concerning Financial

Inclusion, Risk Management, Compliance, Information Technology, Digitalisation, Cybersecurity, Banking Operations, Environmental, Social and Governance ma�ers, and any other engagement as may be necessary and agreed upon by the Parties and as shall be requested by ZANACO; andg) Additionally, the Parties agree to cooperate in enhancing the investment monitoring process regularly conducted by ARISE, which includes but is not limited to business strategy reviews , financial performance assessments, balance sheet and capital management monitoring, governance framework reviews and conducting investment valuations.

9

Share Capital before the Transaction:

Authorised Share Capital (All Classes)

1,666,666,667 Shares of ZMW 0.06 each

Issued share capital

Share Capital following successful completion of Transaction:Authorised Share Capital (All Classes)



Total EquityTotal AssetsLoans and AdvancesCustomer DepositsTotal RevenueNet Interest IncomeProfit/(Loss) A�er TaxProfit/(Loss) A�ributable toOrdinary Shareholders

913,55013,564,0714,761,057

10,918,756839,912532,58562,399

62,399

940,89713,589,4014,768,073

10,922,748841,176

533,84975,147

75,147

853,45510,471,2343,832,0238,417,969660,720452,19769,294

69,294

Before the Transaction

100,000,000

86,625,000

Following completion of the Transaction

100,000,000

86,625,000

Share Capital Structure of Zanaco Before and A�er the Transaction

Summarised Unaudited Interim Results for the Period Ending 30 June 2020

a) The MIS has carefully considered and collectively agreed that the relevant competencies of implementing this Value Contribution and Creation Engagement Framework Agreement (forthwith referred to as the ‘Framework Agreement) be delegated to ARISE;b) The delegation of competencies to ARISE will remain in e�ect, unless otherwise reasonably discussed and agreed upon by the MIS to alter this Framework Agreement;c) ARISE has expressed its willingness to implement this Framework Agreement by actively engaging with ZANACO, in accordance with the provisions of the Framework Agreement;d) ZANACO has simultaneously expressed its willingness to implement this Framework Agreement by engaging with ARISE, in accordance with the provisions of the Framework Agreement;e) The parties agree that Value Contribution and Creation means the provision of technical advice and technical assistance, training or knowledge transfer to the ZANACO Board, Executive Management and or Management of the Bank;f) Annually, or periodically, jointly or by agreement, ARISE and ZANACO (“the Parties”) will agree on areas of value contribution and value creation, which include but are not limited to ma�ers concerning Financial

SALIENT FEATURES OF VALUE CREATION AND CONTRIBUTION AGREEMENT

Inclusion, Risk Management, Compliance, Information Technology, Digitalisation, Cybersecurity, Banking Operations, Environmental, Social and Governance ma�ers, and any other engagement as may be necessary and agreed upon by the Parties and as shall be requested by ZANACO; andg) Additionally, the Parties agree to cooperate in enhancing the investment monitoring process regularly conducted by ARISE, which includes but is not limited to business strategy reviews , financial performance assessments, balance sheet and capital management monitoring, governance framework reviews and conducting investment valuations.

852,17210,473,8213,832,0238,417,969660,720452,197

68,011

68,011

7.229.524.229.727.117.8-8.3

-8.3

10.229.824.429.827.318.18.4

8.4

Bank 30-Jun-19

K'000Group(+/(-)%

Bank(+/(-)%

Group30-Jun-19

K'000

Bank30-Jun-20

K'000

Group30-Jun-20

K'000

Change

10

1. INTRODUCTIONZanaco Plc (“Zanaco”) is a local bank issued with a banking license and regulated by the Bank of Zambia (“BoZ” or “the Central Bank”) in compliance with the Banking and Financial Services Act No. 7 of 2017 (BFSA). The Bank was incorporated in 1969 by the Government of the Republic of Zambia who owned 100% of the Bank’s shares, until privatisation in 2007 and the subsequent listing of the Bank on the Lusaka Securities Exchange (“LuSE”) in 2008. The current shareholding of the Bank is given under section 15.

In an e�ort to boost the continued achievement of the Company’s goal of being the top transactional bank in Zambia, the Board proposes that the shareholders approve the implementation of this Value Creation and Contribution Agreement between the MIS and the Bank.

2. NATURE AND PURPOSE OF TRANSACTIONZANACO is a systemically important Zambian bank, which is among the largest by total assets and revenue achievement. It also has a strong transactional banking franchise, where its retail mass-market strategy is supported by an extensive branch network (including presence in rural areas), agency banking channels (Zanaco Xpress) and various digital banking products. ZANACO also has significant exposure to the agricultural sector and continues to strongly support the growth of the SME sector.

To achieve its objective of a�aining the leading position as the top transactional bank in Zambia, ZANACO and the MIS have agreed to identify and jointly create opportunities of value contribution and creation, with the common purpose of a�aining, amongst others, the following objectives:a) Supporting the continued improvement of the Bank’s operational performance;b) Supporting the continued improvement of the Bank’s competitive market position;c) Supporting the continued improvement of the Bank’s governance framework;d) Provision of guidance and support to the continuing improvement of the Bank’s Social and Environmental stance;e) Supporting the continued optimization of the Bank’s capital and asset allocation;f) Supporting the continued optimization of Shareholder returns; andg) Any other mutually agreed objective which would contribute to the common purpose of value contribution and value creation for the Bank and all Shareholders.

However, the MIS has carefully considered and collectively agreed that the relevant competencies of implementing this Value Contribution and Creation Engagement Framework Agreement (forthwith referred to as the ‘Framework Agreement) be delegated to ARISE on their behalf.





Directors:Ms C. C. Lumpa (Chairperson) Mr. H. Mtine Mrs. C. Mkandawire-Sokoni Mr. L. De Villiers Mrs. M. t’LamMr. M. Chikuba Mr. P. WanjelaniMr. Y. Chinyanta

CIRCULAR TO SHAREHOLDERS

3. SALIENT TERMS OF THE VALUE CREATION AND CONTRIBUTION AGREEMENTa) The MIS has carefully considered and collectively agreed that the relevant competencies of implementing this Value Contribution and Creation Engagement Framework Agreement (forthwith referred to as the ‘Framework Agreement) be delegated to ARISE;b) The delegation of competencies to ARISE will remain in e�ect, unless otherwise reasonably discussed and agreed upon by the MIS to alter this Framework Agreement;c) ARISE has expressed its willingness to implement this Framework Agreement by actively engaging with ZANACO, in accordance with the provisions of the Framework Agreement;d) ZANACO has simultaneously expressed its willingness to implement this Framework Agreement by engaging with ARISE, in accordance with the provisions of the Framework Agreement;e) The parties agree that Value Contribution and Creation means the provision of technical advice and technical assistance, training or knowledge transfer to the ZANACO Board, Executive Management and or Management of the Bank;f) Annually, or periodically, jointly or by agreement, ARISE and ZANACO (“the Parties”) will agree on areas of value contribution and value creation, which include but are not limited to ma�ers concerning Financial Inclusion, Risk Management, Compliance, Information Technology, Digitalisation, Cybersecurity, Banking Operations, Environmental, Social and Governance ma�ers, and any other engagement as may be necessary and agreed upon by the Parties and as shall be requested by ZANACO;g) Additionally, the Parties agree to cooperate in enhancing the investment monitoring process regularly conducted by ARISE, which includes but is not limited to business strategy reviews , financial performance assessments, balance sheet and capital management monitoring, governance framework reviews and conducting investment valuations.

4. CONSIDERATION OF THE VALUE CREATION AND CONTRIBUTION AGREEMENTZanaco will not pay any financial consideration for the proposed Value Creation and Contribution Agreement.

5. RELATIONSHIP BETWEEN ZANACO PLC AND THE MATERIAL INSTITUTIONAL SHAREHOLDERS.ARISE is the majority shareholder of Zanaco, with 45.59% of the shareholding in the Company. IDC and NASPA who are also parties to the proposed agreement together represent another 35% of combined shareholding in the Company, thereby making the combined shareholding of the MIS in the Company 80.59%.

Per Section 11 of the LuSE Listing Requirements, this classifies the MIS as a related party to the Transaction and as such, the Transaction is subject to approval by the Zanaco shareholders. The MIS will not be considered in determining the results of the voting to approve the Transaction or in the voting to approve any resolution in connection with the Transaction at the EGM.

6. EFFECTS OF THE TRANSACTIONAs highlighted above, the successful completion of this Transaction will enable the Bank to receive the required technical support and assistance to achieve its vision of being the top transactional bank in Zambia by 2025.

7. DIRECTOR’S RESPONSIBILITY STATEMENTThe Directors, whose names are set out on page 19 of this Circular, collectively and individually accept full responsibility for the accuracy of the information given in this Circular in relation to Zanaco and certify that, to the best of their knowledge and belief, no facts have been omi�ed which would make any statement in this Circular false or misleading, that all reasonable enquiries to ascertain such facts have been made and that this Circular contains all information required by law, the Listings Requirements and the Companies Act.

8. DIRECTORS’ OPINION AND RECOMMENDATIONThe Directors consider the Transaction to be fair and reasonable as far as the Shareholders of Zanaco are concerned and to be in the best interest of the Bank’s future performance. Accordingly, the Directors unanimously recommend that the Shareholders approve the Agreement.

9. EXCHANGE CONTROLSThere are currently no exchange controls in Zambia.

10. JURISDICTIONThe Agreement shall be governed by and interpreted in accordance with the laws of Zambia.The distribution of this Circular may be restricted by law in certain jurisdictions. Persons who come into possession of this Circular are cautioned to familiarize themselves, and to observe any such restrictions.

11. FINANCIAL EFFECTS OF THE TRANSACTIONAs there is no consideration being paid to the MIS for the implementation of the Transaction, there will be no measurable financial e�ects of this Transaction.

12. DIRECTORS’ STATEMENT REGARDING THE EGMThe MIS will be considered in determining a quorum at the EGM, but their vote will not be considered in determining the results of the voting at such meeting in relation to any resolution in connection with the Transaction.

SIGNED BY THE DIRECTORS AT LUSAKA ON TUESDAY, 01 DECEMBER 2020C. C. LUMPA NAME SIGNATURE

H. MTINENAME SIGNATURE

P. WANJELANINAME SIGNATURE

Y. CHINYANTANAME SIGNATURE

M. CHIKUBANAME SIGNATURE

M.’ T’LamNAME SIGNATURE

L. DE VILLIERSNAME SIGNATURE

C. SOKONINAME SIGNATURE

11

























12

























Lusaka Securities Exchange Sponsoring Broker T | +260-211-232456 E | [email protected] W | www.sbz.com.zm

Stockbrokers Zambia Limited (SBZ) is a member of the Lusaka SecuritiesExchange and is regulated by the Securities and Exchange Commission of Zambia

First Issued on 05 March 2021

13

13. ZANACO SUBSIDIARY PROFILEThe table below provides a summarised description of Zanaco’ s subsidiaries:

14. PROSPECTSThe Board is confident of Zanaco’s prospects. Zanaco has implemented various strategic initiatives to create long-term franchise value and to deliver superior and sustainable economic returns to shareholders. Zanaco will continue to focus on growth whilst containing operating costs within budget.

15. CAPITAL STRUCTURE Summary of alterations to the share capital and issued shares in the past three years

The authorised share capital of the Company has not been changed in any other way over the past three years.

The authorised and issued share capital of Zanaco, before and a�er, the Transaction is set out below:

BEFORE THE IMPLEMENTATION OF THE TRANSACTION

Authorised Share Capital (All Classes)



1,443,750,000 Ordinary Shares of ZMW 0.06 each

AFTER THE TRANSACTION

Authorised Share Capital (All Classes),



1,443,750,000 Ordinary Shares of ZMW 0.06 each

ZMW

100,000,000

86,625,000

ZMW

100,000,000

86,625,000

INFORMATION RELATING TO ZANACO AND ITS SUBSIDIARIES

Company

Digital Shares Services Limited(DSSL) T/A PAYGO

Zanaco Sporting Club Limited]T/A Zanaco Football Club

Shareholding

100%

100%

Description/Core Business

Provision of a cost e�ective shared digital platform for all digitalpayment players in the financial markets.

A sporting club established as per the requirements of FIFA(global football governing body) and CAF (African footballgoverning body) with a commercial focus.

14

17. DIRECTORS AND SENIOR MANAGEMENT OF ZANACO The full names, qualifications, nationalities, addresses and occupations of the directors of ZANACO Plc are set out below in INFORMATION RELATING TO THE DIRECTORS AND SENIOR MANAGEMENT OF ZANACO AND ITS SUBSIDIAR-IES, commencing on page 19 below.

18. DIRECTORS INTEREST IN THE COMPANY’S SHARESNone of the Directors on the Zanaco Plc Board own shares or have an interest in the Zanaco PLC shares.

19. DIRECTORS INTERESTS IN THE TRANSACTION Save as disclosed above, neither the Directors of Zanaco nor any person acting in concert with the Directors, has control or is interested, beneficially or otherwise, in the Transaction.

20. DIRECTORS’ REMUNERATION, SERVICE CONTRACTS AND EMOLUMENTSa) No Director has a service contract with Zanaco. b) The total aggregate remuneration and benefits paid to directors of Zanaco in the fiscal year ended 31 December 2019 was ZMW 7,046,000. c) No management, consulting, technical or other fees, directly or indirectly, including payments to management companies have been paid to any Directors of Zanaco. There are no commissions, gains, or profit-sharing arrange-ments payable to any of the Directors.d) The remuneration of Directors, in their capacity as the Board, will in no way be a�ected because of the Transac-tion.e) The Transaction does not result in any changes to the remuneration payable to directors in the form of:i. fees for services as a Director.ii. management, consulting, technical or other fees paid for such services rendered, directly or indirectly, including payments to management companies, a part of which is then paid to a Director of the company.iii. sums paid by way of expense allowance.iv. any other material benefits received.v. contributions paid under any pension scheme.vi. any shares issued and allo�ed in terms of a share purchase/option scheme for employees.

16. CONTROLLING AND MAJOR SHAREHOLDERS:Zanaco has over 3,000 shareholders as at 31 December 2020. As at the Record Date, the top ten shareholders of the Company were as follows:


SHAREHOLDERArise B.V.Industrial Development CorporationNational Pension Scheme AuthoritySaturnia Regna Pension Trust FundPublic Service Pensions Fund BoardLizara Investments LimitedWorkers’ Compensation Fund Control BoardBarclays Bank Sta� Pension Trust FundKCM Pension Trust SchemeZambia Sugar Pension Trust Defined Benefit SchemeOthers – Retail, Institutional etc.Total

NUMBER OF ZANACO SHARES658,218,770360,937,524140,355,06168,488,23729,893,50025,221,44820,334,10811,673,6048,683,5698,076,288111,868,4221,443,750,531

HOLDING %45.6425.029.734.752.071.751.410.810.600.567.75100

f) The Company has not entered into any contracts relating to the directors’ and managerial remuneration, secretarial and technical fees, and restraint payments.

21. MATERIAL LOANSInformation re�ected below.

15

17. DIRECTORS AND SENIOR MANAGEMENT OF ZANACO The full names, qualifications, nationalities, addresses and occupations of the directors of ZANACO Plc are set out below in INFORMATION RELATING TO THE DIRECTORS AND SENIOR MANAGEMENT OF ZANACO AND ITS SUBSIDIAR-IES, commencing on page 19 below.

18. DIRECTORS INTEREST IN THE COMPANY’S SHARESNone of the Directors on the Zanaco Plc Board own shares or have an interest in the Zanaco PLC shares.

19. DIRECTORS INTERESTS IN THE TRANSACTION Save as disclosed above, neither the Directors of Zanaco nor any person acting in concert with the Directors, has control or is interested, beneficially or otherwise, in the Transaction.

20. DIRECTORS’ REMUNERATION, SERVICE CONTRACTS AND EMOLUMENTSa) No Director has a service contract with Zanaco. b) The total aggregate remuneration and benefits paid to directors of Zanaco in the fiscal year ended 31 December 2019 was ZMW 7,046,000. c) No management, consulting, technical or other fees, directly or indirectly, including payments to management companies have been paid to any Directors of Zanaco. There are no commissions, gains, or profit-sharing arrange-ments payable to any of the Directors.d) The remuneration of Directors, in their capacity as the Board, will in no way be a�ected because of the Transac-tion.e) The Transaction does not result in any changes to the remuneration payable to directors in the form of:i. fees for services as a Director.ii. management, consulting, technical or other fees paid for such services rendered, directly or indirectly, including payments to management companies, a part of which is then paid to a Director of the company.iii. sums paid by way of expense allowance.iv. any other material benefits received.v. contributions paid under any pension scheme.vi. any shares issued and allo�ed in terms of a share purchase/option scheme for employees.


f) The Company has not entered into any contracts relating to the directors’ and managerial remuneration, secretarial and technical fees, and restraint payments.

21. MATERIAL LOANSInformation re�ected below.

FACILITY AMOUNT€ 12,500,000 (disbursed in USD)USD 50,000,000

LENDEREuropean Investment Bank (EIB)Trade Development Bank

EXPIRY DATE22-Feb-2422-Sep-21

16

GENERAL INFORMATION

22. ADEQUACY OF CAPITAL The Company’s authorised share capital is adequate for the purposes of the business of the Company for the foreseeable future; andThe Company’s working capital resources will be adequate to cover for current and foreseeable requirements.

23. MATERIAL CONTRACTS, PROMOTERS, SERVICE AND OTHER AGREEMENTS Save for the Proposed Transaction, no material contracts have been entered into by ZANACO or its subsidiaries, other than in the normal course of business since the last reporting date.

24. LITIGATIONZANACO is involved in the following legal and/or arbitration proceedings as at 30th June 2020:

25. MATERIAL CHANGESThe Directors report that to their knowledge there have been no material changes in the financial or trading position of the Company since 30 June 2020, the date of the last published unaudited financial statements of the Company and set out in the Historical Financial Information of the Company as set out in Annexure II.

26. ESTIMATED EXPENSES IN RELATION TO THE TRANSACTIONThe table below sets out the estimated expenses incurred in relation to the Transaction:

INDEX NUMBER1.2.

3.

4.

5.

PLAINTIFFSuper Doll Limited vs Zanaco PlcMark Burton & Others vs Zanaco PlcFelopater Limited & Others Vs Zanaco PlcErnestina Sakala & 62 others Vs Zanaco PlcZanaco Plc Vs Geo�rey Muyam-wa and 89 Others

NATURE OF CLAIMClaim for an order of restructure of credit facilitiesAction by personal guarantors of Wangwa Farms to set aside the consent judgement entered in favour of the BankAction by defaulting customer to se�le debt in instalments

Action by former employees in the Bank for alleged underpayment of terminal benefitsAction by the Bank against overpayments of retirement packages to former employees

DETAILSSponsoring BrokerPrinting , Posting and Public RelationsTransfer Agent FeesSec Scrutiny FeesLuSE Scrutiny FeesTOTAL

ZMW88,000.0061,500.0054,669.0033,333.0040,300.00277,802.00

17

GENERAL INFORMATION

27. DOCUMENTS AVAILABLE FOR INSPECTIONThe following documents, or copies thereof, will be available for inspection during normal business hours between 10th March 2021 and 30th March 2021 from the registered o�ice of the Company, the o�ices of the Transfer Secretary and the o�ices of the Sponsoring Broker, the addresses of which are set out in the “Corporate Information” section on page 2 of this Circular:a) the Articles of Association of the Company, the Certificate of Incorporation, and the certificate of share capital.b) the audited annual reports of Zanaco Plc (since 2017) for the last 3 years. c) the proposed Value Creation and Contribution Agreement between Zanaco and Arise B.V. d) the wri�en consent of both the Sponsoring Broker and the Legal Advisor to the Transaction named in this Circular to act in those capacities, none of which consents having been withdrawn prior to publication.

18

NameOther directorships

AddressNationalityBusiness Experience

Qualifications

Ms. Charity Chanda Lumpa - Non Executive Independent Director 1. Prospero Zambia Ltd2. National Advisory Board on Impact Investing Zambia3. St. Ignatius College of the Jesuits4. Livingstone International University of Tourism Excellence & Business Management5. Malawi Innovation Challenge Fund, Lilongwe, Malawi6. Breakfast Club Africa, Accra, GhanaPlot No. 346, Independence Avenue, Prospect Hill, Lusaka, P.O Box 320271ZambianExperience in the insurance, banking, tourism and telecommunications industries.1. Master’s Degree in Business Administration (Finance);2. Bachelor of Arts Degree in Public Administration and a 3. postgraduate Diploma in Marketing Management and Executive Coaching certification


AddressNationalityBusiness ExperienceQualifications

Mr. Hastings Mtine - Non Executive Independent Director1. Zambeef 2. Mopani 3. Kwacha Pension Trust Fund4. Zanaco Sporting Club LimitedPlot No. 87B Mutandwa Road, Roma, Lusaka, P.O Box 31014ZambianCareer spanning over 40 years as a Chartered Accountant.1. Fellow of ACCA and ZICA2. Bachelor of Laws Degree from University of Zambia (UNZA

INFORMATION RELATING TO THE DIRECTORS AND SENIOR MANAGEMENT OF ZANACO AND ITS SUBSIDIARIES

28. DIRECTORS OF ZANACOThe full names, qualifications, nationalities, addresses and occupations of the directors of Zanaco are set out below:

19


NameOther directorshipsAddressNationalityBusiness Experience

Qualifications

Ms. Mirjam T’Lam - Non Executive DirectorExecutive Member on the Arise Board of Directors Biezenwal 15, 3421 Oudewater, The NetherlandsDutchExperience in corporate and retail banking, corporate strategy, credit and risk management and has worked in the financial industry since 2003.1. Business Administration at Gort College, USA.2. International Business at University Maastricht Netherlands.3. Dutch Law at University of Utrecht Netherlands.4. Management Acceleration Programme at INSEAD Fontainebleau, France.5. Leadership and Personal Dev at Sezen Academy, Netherlands.


Address

NationalityBusiness Experience

Qualifications

Mr. Patrick Wanjelani - Non Executive Independent director1. Kenya Reinsurance Zambia Limited. 2. Kumil Energy Limited.3. Newgen Construction Limited.4. Centre for Infectious Diseases Research Board (CIDRZ).5. Blue Light Risk Management Limited Board.1. 36 Paseli road Northmead, Lusaka; or2. Farm 15429, Lilayi,ChilangaZambian1. Experience in banking, accumulated over a period of 30 years. 2. Experience in Organisational Change and Transformation, Finance and Financial Planning and Corporate Governance.1. Association of Chartered and Certified Accountants (ACCA) and a Fellow of the Zambia Institute of Certified Accountants (ZICA). 2. MBA from Oxford Brookes University UK and has a Diploma in Business Administration and Professional Accounting. 3. Leadership for the Cu�ing Edge from GIBS University, South Africa.

20


NameOther directorshipsAddressNationalityBusiness Experience

Qualifications

Mr. Yamfwa Chinyanta - Non Executive Independent DirectorDirector for Human Resources and Administration at AGRA, Nairobi, Kenya.Lavington Brooks, Lavington, Nairobi KenyaZambian17 years’ experience as an HR Professional and Technology Expert across diverse industries such as Manufacturing, Non-Profit, Telecoms and Agriculture and has extensive local and multi-regional experience.1. Master’s in Business Administration in Strategic Planning.2. Senior Professional in Human Resources International (SPHRi).3. SAQA Certified Occupationally Directed Education and Training Development Practitioner Certificate (OD-ETDP). 4. Bachelor’s Degree in Computer Science and a Practitioner’s Diploma in Executive Coaching. 5. Microso� Certified Professional (MCP).

NameOther directorshipsAddressNationalityBusiness ExperienceQualifications

Mrs. Chearyp Mkandawire-Sokoni - Non Executive DirectorZAFFICO 8 5ZEC Flats, Martin Luther King Road, Kabulonga, LusakaMalawian22 years of post qualification experience in finance, auditing and management.1. Fellow of Association of Chartered Certified Accountants (ACCA) and Zambia Institute of Chartered Accountants (ZICA).2. Master's Degree in Business Adminstration - Edinburgh University [with Corporate Finance bias focussing on Behavioural Finance, Mergers, Acquisitions & other Corporate Restructurings, Investment Management and Securities Market].3. Mergers, Acquisition and Other Corporate Restructurings and Corporate Governance - Harvard University.4. Doctoral Research stage candidate in Business Management - University of Zambia/Binary University.

21



Qualifications

Mr. Len De Villiers - Non Executive Independent Director1. Non-Executive Director at IEMAS Financial Services.2. Chairman of all IT Board Sub Commi�ees.3. Non-Executive Director and Chairman of Moyo Advisory Services.4. Strategic Advisor to Eskom, Tiger Brands, PPS Insurance, JSE and the Peermont Group.Telkom Towers North,152 Proes Street, Pretoria 0001, South AfricaSouth African30 years’ experience in the IT industry and is considered one of the top CIO’s in South Africa.1. DIS, Information Technology, Harvard Business School (USA).2. GITI, Information Technology & Telecommunications, INSEAD Business School, (France).3. Managing Strategic Competitive Advantage in SA Wits Business School.4. Nat Dipl. In Electronic Data Processing, Tygerberg Technical College (SA).5. Managing in a Service Industry Wits Business School.6. Essentials of Managerial Finance Wits Business School.7. Executive Negotiator Wits Business School.8. BA Economics and Statistics Rand Afrikaans University.



Qualifications

Mr. Mukuli Chikuba - Non Executive Independent Director1. National Pensions Scheme Authority Board (NAPSA).2. Zambezi River Authority Board (ZRA).3. National Road Fund Agency Board (NRFA).4. National Airports Corporation Board (NAC). 5. Africa Trade Insurance Agency Board (ATIA).6. Zambia Public Procurement Authority (ZPPA).Ministry of Finance, Chimanga Road, P.O Box 50062 LusakaZambian1. Experience in macro-economic policy management, commerce and trade and external debt management. 2. Considerable experience in the banking sector emanating from the di�erent portfolios he held in the public sector.1. Bachelor’s Degree in Economics.2. Master’s Degree in Development Studies, a Master’s Degree in Business Administration (Finance).3. Currently pursuing a Doctorate in Business Administration.


22

Name, Position and NationalityMukwandi ChibesakundaIncoming Chief Executive O�icerZambia

Qualifications

1. Master’s Degree in Business Administration (MBA)2. Bachelor of Arts degree in Economics from the University of Zambia3. Post graduate Diploma in Business Administration from Manchester Business School.

Summary Profile

Mrs. Chibesakunda is new Chief Executive O�cer of Zambia National Commercial Bank (Zanaco)Plc. Prior to this role, she served as Managing Director of the National Savings and Credit Bank (NATSAVE). Mrs. Chibesakunda is a past President of the Zambian Institute of Banking and Financial Services, and hails with wide experience in various Financial Service Industry roles. With a banking career spanning over 14 years, she served as �rst female Managing Director for Access Bank Zambia Ltd. Prior to her appointment as Managing Director for National Savings and Credit Bank, she served in Executive capacities at Stanbic Bank Zambia as Head of Personal and Business Banking and at Standard Chartered Bank Plc as Executive Director Consumer Banking. Mrs. Chibesakunda has been featured in various leading publications such as the Forbes Magazine and African Leadership Magazine, addressing subjects on leading transformational growth and supporting


a. CORPORATE GOVERNANCE Zanaco continues to operate by ensuring compliance to good corporate governance practices and observing the separation of powers between the Directors and Management on the one hand, and the Chairman of the Board and the Chief Executive O�icer on the other. All eight (8) Directors on the Board as listed in this document are non-exec-utive. Activities are further streamlined by the full utilisation of the existing Audit, HR and Remuneration, Credit Risk and Loans Review, Risk Management and Compliance , Nominations and Governance, and the Technology, Service Delivery and Innovation Commi�ees.

b. DIRECTORS DECLARATIONNone of the directors mentioned above have:i. ever been convicted of an o�ence resulting from dishonesty, fraud or embezzlement.ii. ever been declared bankrupt or have been sequestrated in any jurisdiction.iii. at any time been a party to a scheme or an arrangement or made any other form of compromise with their creditors.iv. ever been found guilty in disciplinary proceedings by an employer or regulatory body, due to dishonest activities.v. ever been involved in any receivership, compulsory liquidations, or creditors’ voluntary liquidations.vi. ever received public criticisms from statutory or regulatory authorities, including professional bodies, and have ever been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the a�airs of any company.vii. ever been barred from entry into a profession or occupation.viii. ever been convicted in any jurisdiction of any criminal o�ence.

29. SENIOR MANAGEMENT

the growth of SME’s. She has also been very

instrumental and in�uential at The Africa List

level and has earned various awards as a leader

that drives performance. In February 2019 she

was one of ten delegates from across the

African continent conferred with a leadership

award from the African Leadership Magazine,

in recognition of her corporate governance

leadership and e�orts to turnaround NATSAVE,

a Government owned parastatal body.

23

Name, Position and Nationality

Qualifications Summary Profile

Summary Profile

Mrs. Chibesakunda is new Chief Executive O�cer of Zambia National Commercial Bank (Zanaco)Plc. Prior to this role, she served as Managing Director of the National Savings and Credit Bank (NATSAVE). Mrs. Chibesakunda is a past President of the Zambian Institute of Banking and Financial Services, and hails with wide experience in various Financial Service Industry roles. With a banking career spanning over 14 years, she served as �rst female Managing Director for Access Bank Zambia Ltd. Prior to her appointment as Managing Director for National Savings and Credit Bank, she served in Executive capacities at Stanbic Bank Zambia as Head of Personal and Business Banking and at Standard Chartered Bank Plc as Executive Director Consumer Banking. Mrs. Chibesakunda has been featured in various leading publications such as the Forbes Magazine and African Leadership Magazine, addressing subjects on leading transformational growth and supporting

Moono Simatyaba - Chief Financial O�icerZambian

1. Fellow of the Association of Chartered Certified Accountants (ACCA) and Zambia Institute of Chartered Accountants (ZICA). 2. Bachelor’s Degree in Accountancy from the Copperbelt University.3. Master’s in Business Administration from Oxford Brookes University.

Mrs Moono Simatyaba is a Finance Executive with over 19 years of work experience in both financial and management accounting. Prior to joining Zanaco Plc in August 2016, she worked at SABMiller, PricewaterhouseCoopers and Development Bank of Zambia.

Chali Ephraim Mwefyeni - Acting Chief Commercial O�icerZambian

1. Master’s Degree in Development Finance from Stellenbosch University.2. Bachelor’s Degree in of Science Degree in Agricultural Economics from the University of Zambia.3. Diploma in Insurance Studies and a Diploma in Sustainable Business Leadership from the Swedish Institute.

Chali is the Acting Chief Commercial O�icer at Zambia National Commercial Bank Plc. He is a seasoned banker with a tenacious drive towards organizational performance and transformation. He has over 15 years financial services experience with extensive skills in sales, sustainable business leadership, insurance underwriting, Corporate, SME and Agricultural Finance. Chali has previously held sales and underwriting roles at Stanbic and Madison General Insurance respectively.


the growth of SME’s. She has also been very

instrumental and in�uential at The Africa List

level and has earned various awards as a leader

that drives performance. In February 2019 she

was one of ten delegates from across the

African continent conferred with a leadership

award from the African Leadership Magazine,

in recognition of her corporate governance

leadership and e�orts to turnaround NATSAVE,

a Government owned parastatal body.

24




Kalengo S. Simukoko - Chief Credit Risk O�icerZambian

A Master of Science in Finance from the University of Leicester in the United Kingdom is among the many business qualifications he holds.

Kalengo S. Simukoko is the Chief Credit Risk O�icer of the Bank and a seasoned banker with a strong risk management and governance background, in-depth boardroom experience and has over 16 years’ banking experience cu�ing across Trade Finance, Retail, SME and Corporate Banking. Kalengo was once a Non-Executive Director and Chair of the Board Audit and Risk Commi�ee of the Zambia National Data Centre. Prior to joining Zanaco, he was the Chief Risk O�icer at United Bank for Africa (UBA). He has also previously held senior management roles at Barclays and Standard Chartered Bank Zambia Plc.

Mumbi Mwila - Chief Human Resource O�icerZambian

1. Bachelor of Science with Education from the University of Zambia.2. Master of Business Administration from Edinburg Business School. 3. Fellow with the Zambia Institute of Human Resources Management. 4. Certified International Business Leader (CIBL). 5. General Management Program with Harvard Business School and is a Harvard Alumni.

Mrs. Mumbi Mwila is the Chief Human Resource and Training O�icer of the Bank. She is a Human Resources professional with more than 19 years of experience with a successful track record of leading human resource programmes for large, reputable institutions with a strong background in employee relations, developing talent, strategic planning and aligning the people agenda to the Business. Prior to joining Zanaco, she worked on a project with BancABC to support the development of bank integration requirements. She had also worked as a subject ma�er expert in Human Resources for Airtel Africa in Kenya and before then as Human Resources Director for Airtel Zambia. She has worked in various roles within the Human Resource Profession in Kenya and Sierra Leone and also provided HR support to HR Directors in countries such as Burkina Faso, Malawi, Madagascar, Seychelles and Niger.

25




Dillian Hamuwele – Acting Chief Risk and Compliance O�icerZambian

1. Fellow of the Association of Chartered Certified Accountants.2. Certified Internal Auditor.3. Certified Enterprise Risk Management Professional.4. Diploma in Financial Administration.

Dillian Hamuwele is the Acting Chief Risk O�icer of the Bank . She has over 20 years professional experience in various capacities in risk management, internal controls, business resilience, financial fraud, financial management and accounting, Internal and External auditing.Prior to this, she served as Head Integrated Risk Management and also Head Business Audits in the Risk and Internal Audit Divisions respectively, within Zanaco. She was also Senior Audit Manager at KPMG Zambia and Audit Manager at Chadwick LLP in the United Kingdom before joining the Bank in 2011.

Diana Kangwa Muya - Chief Operations O�icerZambian

1. Bachelor’s Degree in Electronics & Telecommunications Engineering from the University of Zambia.2. Master’s Degree in Communication & Information Systems from Huazhong University of Science and Technology (HUST) in China.3. Master’s Degree in Business Adminis-tration (MBA) from the Copperbelt University. 4. A final year candidate of a doctorate of Business Administration at the Binary University of Management Entrepreneur-ship of Malaysia.

Mrs. Diana Kangwa-Muya, is the Chief Operations O�icer for Zanaco Plc. She was appointed on 3rd April, 2017. Diana has a wealth of experience in Information Technology and Operations Management. Prior to joining Zanaco, Diana held various senior positions at Zambia Telecommunications Company (Zamtel), Standard Chartered and Cavmont Banks respectively.

26




Wane Ng’ambi - Chief Digital Banking O�icerZambian

1. Graduate Diploma in Information Systems Management. 2. BSc (Hons) Computer Science.

Mr. Wane Ng’ambi is the Chief Digital Banking O�icer with extensive senior management and executive experience in Telecommunications, Financial Services and FMCG sectors spanning several African markets. He has acquired an admirable skills set in Project Management, I.T and Sales & Distribution. His last role before joining Zanaco Plc was as Regional Director – Sales Distribution and Customer Operations – Africa Market at Millicom in Tanzania. Prior to joining Millicom, Wane served 5 years with MTN Zambia as Executive Head, Mobile Financial Service (MFS).

Jussab Kara - Chief Information Technology O�icerZambian

1. Master’s Degree in Business Administration.2. Postgraduate Diploma in Management.3. Postgraduate Certificate in Technology.

Mr. Jussab Kara is the Chief Information Technology O�icer of the Bank and a technology executive with more than 23 years of work experience. At Atlas Mara, he served as Chief Information O�icer and was responsible for driving the organisational technology. He also worked for Airtel Zambia for 14 years in various key strategic roles before joining MTN Zambia as the Executive responsible for Information Technology. He brie�y served as Chief Technology and Information O�icer at Vodafone Zambia and Director So�ware Engineering for CDC Projects.

27

30. DIRECTORS AND SENIOR MANAGEMENT OF ZANACO’S SUBSIDIARIESa. Digital Shares Services Limited (DSSL) T/A PAYGO

i. Board of DirectorsBrief profiles of the members of Digital Shares Services Limited Board of Directors and the Company Secretary are set out in




Kaluba Gloria Kaulung’ombe-Inam-pasa –Company Secretary and Acting Chief Legal O�icerZambian

1. Bachelor of Laws Degree from the University of Zambia.2. Legal Practitioner’s Certification and AHCZ.3. Master’s Degree in Commercial Law from the University of Cape Town.4. Post Graduate Diploma in Legislative Dra�ing.5. Graduate of the Institute of Chartered Secretaries and Administrators (ICSA).

Mrs. Kaluba Gloria Kaulung’ombe-Inampasa is the Company Secretary of the Bank. She is a seasoned lawyer with extensive experience in Commercial and Corporate Law, Governance, Company Secretarial Practice, Legislative Dra�ing and Litigation. Prior to joining Zanaco, Kaluba held various positions in the Ministry of Justice, Legal Counsel at CEC Liquid Telecommunication Limited and Company Secretary at Hai Telecommunications Limited.

Name Nationality and Position Qualifications and Summary Profile

Andrew Kapula Zambian, Independent Non-Executive Director (Board Chair)

Qualified in Telecoms from the University of Zambia and in Computing Systems Design at the University of Manchester Institute of Science and Technology. Member of the Institute of Electrical and Electronics Engineering (IEEE), USA since 1998, member of the IEEE Computer Society and the Zambia EIZ/ERB. 24 years’ experience in information technology.

28



Mukwandi Chibesakunda

Zambian, Non-Executive Director

Yamfwa Chinyanta Zambian, Non-Executive Director

Qualified in Economics from the University of Zambia and in Business Administration from the Manchester Business School. Has over 14 years banking experience and is past President of the Zambian Institute of Banking and Financial Services.Served as first female Managing Director for Access Bank Zambia Ltd. Prior to appointment as Managing Director for National Savings and Credit Bank, served in Executive capacities at Stanbic Bank Zambia as Head of Personal and Business Banking and at Standard Chartered Bank Plc as Executive Director Consumer Banking.

Qualified in Business Administration and Strategic Planning, Human Resource and Computer Science .He is a Senior Professional in Human Resources International (SPHRi), holds an SAQA Certified Occupationally Directed Education and Training Development Practitioner Certificate (OD-ETDP) and is an Executive Coach. He is additionally a Microso� Certified Professional (MCP).He has 17 years’ experience as an HR Professional and Technology Expert across diverse industries such as Manufacturing, Non-Profit, Telecoms and Agriculture and has extensive local and multi-regional experience.

29



Sabinah Chitehwe Zimbabwean, Independent Non-Exec-utive Director

Wane Ngambi Zambian, Non-Executive Director

Qualified and experienced Charted Accountant and registered Public Auditor with over fi�een years wide-ranging senior management and advisory experience in finance and accounting, auditing, tax planning, strategy development and transaction advisory. Serves on the Board of NMBZ Holdings Limited and NMB Bank as Audit Commi�ee Chair, Legal Resources Foundation as the Finance, Risk and Audit Commi�ee Chair and MyCash Financial Services and Zimbabwe Shared Services (ZSS) boards. Active member of the Institute of Chartered Accountants of Zimbabwe (ICAZ), member of the Public Accountants and Auditors Board (PAAB) and member of the Institute of Directors of Zimbabwe (IODZ).

Qualified in Computing and Information Systems with BSc (Hons) and Graduate Diploma in Management information Systems. Seasoned Sales and Distribution executive with 18 years IT/Telecoms, Banking and FMCG experience; Specialized in Digital Financial Services. Trained technology specialist with 13 years Telecoms/IT/Engineer experience with a customer centric & data analytics view of business

30


Charity Chitalu Mwanza

Zambian, Executive Director

Sangel Business Solutions Limited (under care of Ndemanga Mwalula and Associates)

Zambian, Company Secretary

21 years of experience in the Banking industry leading divisions in digital strategy, developments and innovation, as well as design and overall digital transformation. Holder of MBA Business Administration, Management and Operations from Herriot Wa�, Diploma Business Administration and Management General, Higher Diploma Business Administration and General Management, Diploma Computer Science.

Firm managed by Sandra Ndemanga Wamulume, a legal practitioner of over 15 years standing, 12 years’ experience in Banking and Finance law. Qualified member of the Institute of Chartered Secretaries and Administrators (ICSA), Legislative Dra�er, outgoing Chair of the Rating Valuation Tribunal.

ii. Senior Management Brief profiles of the Digital Shares Services Limited senior management team are set out in the table below:


31



Mr. Ngenda Nyambe Zambian, Non-Executive Independent Director

Mr Patrick Wanjelani Zambian, Non-Executive Director Mr. Wanjelani is the Chief Executive O�icer of Newgen Holdings Limited, a Financial Consultancy, Risk Management and Construction Company.

Experience in banking and financial markets accumulated over a period of 25 years and 5 years working as independent financial services consultant.1. International Financial Markets Certification (ACI) UK.2. BA (UNZA).3. Leadership for the Cu�ing Edge from GIBS University, South Africa.

Extensive experience in banking, accumulated over a period of 30 years and experience in Organisational Change and Transformation, Finance and Financial Planning and Corporate Governance.He is currently the Board Chairman for Kenya Reinsurance Zambia Limited and also holds the position of Director in Kumil Energy Limited and Newgen Construction Limited. He is a Non-Executive Director on the Center for Infectious Diseases Research Board (CIDRZ) and the Blue Light Risk Management Limited Board.He is a fellow of the Association of Chartered and Certified Accountants (ACCA) and a Fellow of the Zambia Institute of Certified Accountants (ZICA). He holds an MBA from Oxford Brookes University UK and has a Diploma in Business Administration and Professional Accounting. He has also trained in Leadership for the Cu�ing Edge from GIBS University, South Africa.

b. Zanaco Sporting Club Limited T/A Zanaco Football Club

i. Board of DirectorsBrief profiles of the members of Zanaco Sporting Club Limited Board of Directors and the Company Secretary are set out in the table below:

32



Mr. Hastings Mtine Mr. Hastings MtineZambian, Non-Executive Independent director

A career spanning over 40 years as a Chartered Accountant. He is currently serving as the Managing Partner of MPH Chartered Accountants having previously served as Senior Partner of KPMG for 15 years until 2011. He serves on a number of Boards which include Mopani, Kwacha Pension Trust Fund and Zanaco Sporting Club Limited, he chairs the la�er two. He also serves on the Audit Commi�ee of Zambeef Plc. He received several awards in the accountancy profession including the Life Time achievement and Presidents Award from ZICA, Member Advocate of the year, lead winner for ACCA in recognition of his contribution to the development of the Accounting profession in Zambia. Mr. Mtine is actively involved with various institutions focusing on SME activities1. Business Experience: Career spanning over 40 years as a Chartered Accountant.2. Qualifications: Fellow of ACCA and ZICA3. Bachelor of Laws Degree from University of Zambia (UNZA

33



Marlon Musuka Kananda

Zambian, General Manager The vision for Marlon Kananda is to increase the Club’s shareholder value and maximizing profit by improving the operational e�iciencies and maximum utilization of the available resources. Areas considered as strengths include Leadership skills, Decision making, Problem solving, Negotiation/good communication skills at all levels. Prior to joining Zanaco Football Club, Marlon Kananda held regional portfolios at SuperSport as Operations Manager and Marketing Manager for Southern Africa. As Operations manager, provided oversight on the production of events in Southern Africa with the exception of South Africa, planning of various SuperSport operations and activities which included determining sports activities produced, controlling major SuperSport resources which included overseeing the implementation of payroll policies and procedures, ensuring that SuperSport operated e�iciently and profitably..1. Masters of Arts in Economic Policy Management (EPM) - University of Zambia 2. Bachelor of Arts in Economics (economics as a major and Development studies as a minor) - at the University of Zambia. 3. Professional Post Graduate Diploma in Marketing - ZCAS. 4. Professional Diploma in Marketing (CIM)5. AAT level 1 (foundation) - ZAMIM.

ii. Senior Management Brief profiles of the Zanaco Sporting Club Limited senior management team are set out in the table below:

34



Kapembwa Mukangwa

Zambian, Finance Manager A highly focused and self-motivated individual with over 10 years of work experience in Financial Management, Financial Reporting and Business strategy.Previously worked for Olympic Milling Group as Manangent Accountant from January 2010 to March 2020.1. Chartered Accountant CA Zambia (An Associate Member of ZICA).2. ZICA Licentiate – ZCAS.3. NATECH holder (National Accounting Technician)-Evelyn Hone College.

Roy Mulumbwa Mutombo

Zambian, Administrative O�icer/Board Secretary

Mr. Roy Mutombo is a highly focused and self-motivated individual with over 15 years of work experience in operations management, administration, business development and relationship management. Has proven ability to develop and implement strategies and organizational performance to drive administrative and operational progress.Has background in Art and Design, Education, Library Information Science, Economics/Research, Entrepreneurship and Sports Management, and has worked in the sports, service and manufacturing industries. Prior to joining Zanaco Football Club, Roy worked for Alysia Media and Events Limited as Operations Manager. He also held positions of operations o�icer at Real Time Amusements Ltd and Fairom Amusements respectively. Roy has keen interest in sport administration and management where he started as a

volunteer with a number of organisations including Zanaco FC. Currently he is heading the administration department of Zanaco Football Club. 1. Bachelor of Arts with Double Major Library & Information Science & Economics – University of Zambia. 2. Diploma in Education – Evelyn Hone College of Applied Arts & Commerce. 3. Final candidate Master of Business (General) – University of Zambia in Collaboration with Zimbabwe Open University .4. Final candidate Advanced Diploma in Sports Management – International Career Institute – UK.

35

Mr. Roy Mutombo is a highly focused and self-motivated individual with over 15 years of work experience in operations management, administration, business development and relationship management. Has proven ability to develop and implement strategies and organizational performance to drive administrative and operational progress.Has background in Art and Design, Education, Library Information Science, Economics/Research, Entrepreneurship and Sports Management, and has worked in the sports, service and manufacturing industries. Prior to joining Zanaco Football Club, Roy worked for Alysia Media and Events Limited as Operations Manager. He also held positions of operations o�icer at Real Time Amusements Ltd and Fairom Amusements respectively. Roy has keen interest in sport administration and management where he started as a



volunteer with a number of organisations including Zanaco FC. Currently he is heading the administration department of Zanaco Football Club. 1. Bachelor of Arts with Double Major Library & Information Science & Economics – University of Zambia. 2. Diploma in Education – Evelyn Hone College of Applied Arts & Commerce. 3. Final candidate Master of Business (General) – University of Zambia in Collaboration with Zimbabwe Open University .4. Final candidate Advanced Diploma in Sports Management – International Career Institute – UK.

Isaac Manda Zambian, General Secretary Mr. Isaac Manda is a seasoned banker with work experience spanning 27 years in Zanaco Bank Plc and is currently Specialist in Credit Administration & Documentation under Corporate Credit Risk Department.a) Current General Secretary of Zanaco Football Club on voluntary basis. b) Rich background in the administration of soccer having first been elected as a Commi�ee Member in 2004. c) 5 Premier League title wins in 2005/2006, 2009, 2012 and 2016. d) Won Barclays Cup with Sensational Zanaco FC for the first time in 2017 having been participating since inception.

e) Qualified to Group Stage of CAF Confederations League 2010, first in the Zambian History.f) Qualified to Group Stage of CAF Champions League 2012, first in the Zambian History.g) 1st time qualifying Zanaco FC to CAF Confederations Cup quarter final stage in 2020 as General Secretary.Mr Manda is also a Community Leader having served on two occasions as President of the Lions Club of Munali, in 2007/2008 and 2019.

1. Certificate of Achievement in Introduction to Business Research 1 (DBA).2. Admi�ed by Heriot -Wa� University (Edinburgh Business School)– Pursuing Doctor of Business Administration (DBA).3. Master in Business Administration (MBA) General – Degree.4. Bachelor of Business Administration (BBA) – Texila American University, Zambia – Currently Pursuing.5. Post graduate Certificate in Management studies.6. Diploma in Computing & Information Systems at Evelyn Hone College.

36

Mr. Isaac Manda is a seasoned banker with work experience spanning 27 years in Zanaco Bank Plc and is currently Specialist in Credit Administration & Documentation under Corporate Credit Risk Department.a) Current General Secretary of Zanaco Football Club on voluntary basis. b) Rich background in the administration of soccer having first been elected as a Commi�ee Member in 2004. c) 5 Premier League title wins in 2005/2006, 2009, 2012 and 2016. d) Won Barclays Cup with Sensational Zanaco FC for the first time in 2017 having been participating since inception.



e) Qualified to Group Stage of CAF Confederations League 2010, first in the Zambian History.f) Qualified to Group Stage of CAF Champions League 2012, first in the Zambian History.g) 1st time qualifying Zanaco FC to CAF Confederations Cup quarter final stage in 2020 as General Secretary.Mr Manda is also a Community Leader having served on two occasions as President of the Lions Club of Munali, in 2007/2008 and 2019.

1. Certificate of Achievement in Introduction to Business Research 1 (DBA).2. Admi�ed by Heriot -Wa� University (Edinburgh Business School)– Pursuing Doctor of Business Administration (DBA).3. Master in Business Administration (MBA) General – Degree.4. Bachelor of Business Administration (BBA) – Texila American University, Zambia – Currently Pursuing.5. Post graduate Certificate in Management studies.6. Diploma in Computing & Information Systems at Evelyn Hone College.

37

VOTES OF MEMBERS AND PROXIES96. A Member may vote personally or by proxy.97. Subject to any rights or restrictions for the time being a�ached to any class or classes of shares:a) on a show of hands every Member present in person or by proxy shall have one vote; andb) on a poll every Member shall be entitled to use all the votes that the Member holds by virtue of the Member’s shares.98. On a poll every Member entitled to more than one vote need not cast all the votes in the same way.99. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in Person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder; and for this purpose, seniority shall be determined by the order in which the names stand in the register of members.100. A Member of unsound mind, or in respect of whom an order has been made by a Court of competent jurisdic-tion, may vote, whether on a show of hands or on a poll, by his commi�ee, personal representative, or other Person in the nature of a commi�ee or personal representative appointed by that Court, and any such commi�ee, personal representative, or other Person may vote by proxy.101. A Member shall not be entitled to vote at any general meeting unless all calls or other sums presently payable by that member in respect of shares in the Company have been paid.102. An objection may be raised to the qualification of a vote only at a meeting or adjourned meeting at which the vote objected to is given or tendered. Any such objection shall be referred to the Chairperson of the meeting whose decision shall be final. A vote not disallowed pursuant to such an objection shall be valid for all purposes.103. An instrument appointing a proxy shall be in writing under the hand of the appointer or the appointer’s a�orney duly authorized in writing, or, if the appointer is a corporation, either under seal, or under the hand of an o�icer or a�orney duly authorized. 104. An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particu-lar resolution and where an instrument of proxy so provides, the proxy shall not be entitled to vote on the resolu-tion as specified in the instrument.105. An instrument appointing a proxy is considered to also confer authority to demand or join in demanding a poll.106. A proxy need not be a Member of the Company.107. An instrument appointing a proxy and the power of a�orney or other authority, if any, under which it is signed or a notarial certified copy of that power or authority shall be deposited at the registered o�ice of the Company or at such other place as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time for holding the meeting, or adjourned meeting, at which the Person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.108. Proxy forms shall be made available on request to the Company by any Member or Debenture Holder entitled to notice of and to a�end and vote at any meeting at which the business of the meeting including special business, and such proxy forms may be so worded that a Member or Debenture Holder, as the case may be, may vote either for or against the resolution to be proposed at that meeting.109. An instrument appointing a proxy may be in the following form or in any other form which the Directors shall approve:I, of being a Member of do hereby appoint of as my proxy to vote for me and on my Behalf at the ordinary (or extraordinary, as the case may be) general meeting of the Company to be held on the day of and at any adjourn-ment thereof.Signed this day of110. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the registered o�ice of the Company before the commencement of the meeting or adjourned meeting at which the proxy is used.

ANNEXURE I: EXTRACTS FROM ZANACO’S ARTICLES OF ASSOCIATION

38

ANNEXURE II: HISTORICAL FINANCIAL INFORMATION

Interest incomeInterest expense

Net interest income

Fee and commission income

Other operating income

Total Operating income

Impairment (Loss)/Credit

Net operating income

Operating expensesTransformation costs

Profit before income tax

Income tax expense

Profit for the year

Basic and diluted earnings per share

1,351,018(446,380)

904,638

445,951

247,212

1,597,801

(28,531)

1,569,270

(1,191,484)(51,977)

325,809

(125,753)

200,056

0.139

1,351,250(446,380)

904,870

445,951

242,923

1,593,744

(29,047)

1,564,697

(1,172,313)(51,977)

340,407

(125,753)

214,654

0.149

1,225,995(346,405)

879,590

499,095

57,742

1,436,427

16,876

1,453,303

(1,109,130)(53,844)

290,329

(106,596)

183,733

0.127

1,231,551(313,526)

918,025

496,997

22,661

1,437,683

(248,353)

1,189,330

(942,437)(67,308)

179,585

(65,466)

114,119

0.079

PROFIT & LOSS STATEMENTS: December 2017 - December 2019

Bank2017

K'000

Bank2018

K'000

Bank2019

K'000

Group2019

K'000

39


ASSETSCash and balances Central BankBalances with other banksTrading AssetsInvestment SecuritiesLoans and advances to customersOther assets Current tax assetsAmount due from related partiesProperty and equipmentIntangible AssetsRight of use assetsDerivative' financial instrumentsDeferred tax assetsInvestment in subsidiaries

Total assets

1,790,323734,957435,204

2,943,0804,817,160454,140

10,702-

524,50919,36886,342

8,82160,683

-

11,885,289

1,790,259734,957435,204

2,943,0804,819,676449,386

10,7025,759

513,65716,763

85,4868,821

60,68321,533

11,895,966

1,081,5761,213,720

-3,241,9804,207,022

344,59564,192

-399,13810,084

--

51,760-

10,614,067

1,598,457804,773

-3,099,6593,223,173

411,7865,468

-269,392

20,671--

109,709-

9,543,088

LIABILITIESDeposits from other banksCustomer depositsCurrent tax liabilitiesAmounts due to related partiesOther liabilitiesLease liabilitiesDerivative financial instrumentsAccruals and ProvisionsBorrowings

Total liabilities

103,2249,847,715

-438,271120,402

18,54530,486

400,366

10,959,009

103,2249,848,095

3,266432,986119,58518,54529,020

400,366

10,955,087

5,0758,899,546

--

306,781--

44,731537,026

9,793,159

1307,454,624

28,132-

311,920--

39,367684,863

8,519,036

EQUITYShare capitalShare premiumStatutory reservesGeneral reservesRevaluation reservesRetained earnings

Total equity

Total equity and liabilities

926,280

11,885,289

940,879

11,895,966

820,908

10,614,067

1,024,052

9,543,088

86,6252,622

86,62595,24977,395

577,764

86,6252,622

86,62595,24977,395

592,363

86,6252,622

86,625297,782

87,177260,077

86,6252,622

86,625231,21579,855537,110

STATEMENTS OF FINANCIAL POSITION: December 2017 - December 2019

Bank2017

K'000

Bank2018

K'000

Bank2019

K'000

Group2019

K'000

40


STATEMENTS OF CASHFLOWS: December 2017 - December 2019

Cash �ows from operating activitiesProfit before income taxAdjustments for non-cash items:Impairment charge /(credit) recognised on loans and advancesImpairment gain recognised on other assetsUnrealised exchange di�erencesInterest recieved Interest expenseLoss/(gain) on sale of equipmentDepreciation expense on property and equipmentAmortisation of intangible assetsAmortisation of right-of-use assetInterest expense on lease liabilitiesFair value adjustment to derivativesDefined benefit scheme adjustment

Cash �ows from operating activities before changes in operating assets and liabilities

Changes in operating assets and liabilities

Cash generated from operations

325,809

28,531

7,19677,172

(9,352)46,725

14644,863

7,12717,08611,054(9,317)(8,377)

538,663

340,407

29,047

7,19677,177

(9,352)46,725

14644,2225,450

16,87811,013

(9,317)(8,377)

290,329

(16,876)

(9,745)79,788(9,515)53,137

-48,35314,933

----

179,585

248,353

(22,502)3,184

(15,516)32,954(3,179)38,41414,722

----

551,215 450,404 476,015

Bank2017

K'000

Bank2018

K'000

Bank2019

K'000

Group2019

K'000

- loans and advances to customers- statutory deposits- other assets- customer deposits- other liabilities

(624,785)(365,096)(180,668)

948,17972,263

(627,817)(365,096)(175,909)948,549

55,377

(1,248,526)166,67460,038

1,444,922225

(283,929)445,123(6,613)

1,198,44240,295

Interest receivedInterest paidInterest expense lease liabilities Withholding tax su�eredTax paid during the year

9,330(2,211)

(11,054)(48,693)

(17,671)

(70,299)

9,330(2,211)

(11,013)(48,693)

(17,671)

(70,258)

9,654(51,315)

-(70,717)

(101,931)

(214,309)

15,377(33,864)

(39,455)(62,560)

(120,502)

388,556 386,319 873,737 1,869,333

Net cash generated from operating activities 318,257 316,061 659,428 1,748,831

41


Bank2017

K'000

Bank2018

K'000

Bank2019

K'000

Group2019

K'000

Cash �ows from investing activitiesInvestment in government securities Investment in trading assets Purchase of intangible assetsPurchase of property and equipmentProceeds from sale of property and equipmentInvestment in subsidiaries

298,900(416,163)(16,410)

(170,380)--

298,900(416,163)

(12,129)(161,878)

-(10,898)

(161,945)-

(4,346)(178,099)

--

(2,336,682)-

(5,036)(60,471)

3,682-

Cash �ows from financing activitiesProceeds from borrowingsRepayment of borrowingsPrincipal lease payments Dividends paid

97,293(295,139)

(12,872)(36,747)

97,293(295,139)(12,626)(36,747)

-(255,468)

-(5,775)

302,250(179,302)

--

(304,053) (302,168) (344,390) (2,398,507)Net cash (used in)/ generated from investing activities

Net cash (used in)/generated from financing activities

Net (decrease) / increase in cash and cash equivalents

(247,465) (247,219) (261,243) 122,948

(233,261) (233,326) 53,795 (526,728)

1,852,229 1,852,229 1,798,434 2,325,162Cash and cash equivalents at beginning of year

STATEMENTS OF CASHFLOWS: December 2017 - December 2019 (Continued)

1,618,968 1,618,904 1,852,229 1,798,434Cash and cash equivalents at end of year

42


STATEMENTS OF CHANGES IN EQUITY: December 2017 – December 2019

General reserves

K'000

Revaluation reserves

K'000

Retained earnings

K'000

Total K'000

Statutory reserves

K'000

Share premium

K'000

Share capital K'000

86,625

-

86,625-

-----

--

-

-

-86,625

Balance at 1 January 2019

Impact on Transition to IFRS 16

Restated Balance at 1 January 2019Profit for the year

Other comprehensive income for the yearDeferred tax on revaluationTax on excess deprecationRemeasurement of the net defined benefit assetTax on remeasurement of the net defined benefit assetDeferred tax on right of useTransfer of excess depreciationTax on excess deprecationTotal comprehensive income for the year

General reserve transfer

Transactions with owners: Dividend paid

At 31 December 2019

2,622

-

2,622-

-----

--

-

-

-2,622

86,625

-

86,625-

-----

--

-

-

-86,625

297,782

-

297,782-

-----

--

(202,533)

-

(202,533)95,249

87,177

-

87,177-

(8,596)--

(1,824)638

(9,782)

-

-

(9,782)77,395

260,077

(557)

259,520200,056

--

(58,903)12,154

(2,035)1,824(638)

152,458

202,533

(36,747)

318,244577,764

820,908

(557)

820,351200,056

(8,596)-

(58,903)12,154

(2,035)--

142,676

-

(36,747)

105,929926,280

86,625

-

-

---

----

86,625

2,622

-

-----

----

2,622

86,625

-

-----

----

86,625

167,500

-

-----

--

63,71563,715

231,215

54,932

-

45,107(15,787)(6,765)

2,368-

-24,923

-24,923

79,855

472,636

114,119

----

21,646

(7,576)128,189(63,715)64,474

537,110

870,940

114,119

45,107(15,787)(6,765)

2,36821,646

(7,576)153,112

-153,112

1,024,052

Group

Bank


Profit for the year

Other comprehensive income for the year

Revaluation surplus property and equipmentTax on revaluation of property and equipmentLoss on available for sale financial assetTax on available for sale financial assetRemeasurement of the net defined benefit assetTax on Remeasurement of the net defined benefit assetTotal comprehensive income for the yearGeneral reserve transfer

At 31 December 2017

43


General reserves

K'000

Revaluation reserves

K'000

Retained earnings

K'000

Total K'000

Statutory reserves

K'000

Share premium

K'000

Share capital K'000

86,625

-

86,625-

-

--

---

-

-

86,625

86,625

-

86,625

-------

-

-

-86,625



Restated Balance at 1 January 2018Profit for the year

Other comprehensive income for the year

Deferred tax on revaluationTransfer of excess depreciation Tax on excess deprecationRemeasurement of the net defined benefit asset Tax on Remeasurement of the net defined benefitassetTotal comprehensive income for the yearGeneral reserve transferTransactions with owners:Dividend paid

At 31 December 2018



At 1 January 2019Profit for the year

Other comprehensive income for the yearDeferred tax on revaluation Remeasurement of the net defined benefit assetTax on Remeasurement of the net defined benefit assetDeferred tax on right of useTransfer of excess depreciationTax on excess deprecationTotal comprehensive income for the year

General reserve transfer

Transactions with owners:Dividend paid

At 31 December 2019

2,622

-

2,622-

----

---

-

-

2,622

2,622

-

2,622

-------

-

-

-2,622

86,625

-

86,625-

----

---

-

-

86,625

86,625

-

86,625

-------

-

-

-86,625

231,215

-

231,215-

----

--

66,567

-

66,567

297,782

297,782

-

297,782

-------

(202,533)

-

(202,533)95,249

79,855

8,400

88,255-

476(2,391)

837-

-(1,078)

-

-

(1,078)

87,177

87,177

-

87,177

(8,596)

-(1,824)

638(9,782)

-

-

(9,782)77,395

537,110

(378,994)

158,116183,733

-2,391(837)

(16,898)

5,914174,303(66,567)

(5,775)

101,961

260,077

260,077

(557)

259,520214,654

(58,903)12,155

(2,035)1,824(638)

167,057

202,533

(36,747)

332,843592,363

1,024,052

(370,594)

653,458183,733

476--

(16,898)

5,914173,225

-

(5,775)

167,450

820,908

820,908

(557)

820,351214,654

(8,596)(58,903)

12,155(2,035)

--

157,275

-

(36,747)

120,528940,879

44

ANNEXURE III: UNAUDITED 2020 INTERIM RESULTS

Condensed consolidated statement of profit or loss

Total operating income Profit before income tax Income tax expense Profit a�ributable to shareholders Number of shares during the year (‘000) Earnings per share (Kwacha)

982,152

108,457

(46,058)

62,399

1,443,750

0.043

978,234

121,205

(46,058)

75,147

1,443,750

0.052

717,949

108,205

(40,194)

68,011

1,443,750

0.047

716,253

109,861

(40,567)

69,294

1,443,750

0.048

Bank 30-Jun-19

K'000

37

0.2

15

(8)

-

(8)

Group(+/(-)%

37

10

14

8

-

8

Bank(+/(-)%

Group30-Jun-19

K'000

Bank30-Jun-20

K'000

Group30-Jun-20

K'000

Change

Liabilities

Deposits from other banksCustomer deposits Amounts due to related partiesOther liabilitiesBorrowingsTotal liabilities Total equity Total equity and liabilities

Group30-Jun-20

K'000

Bank30-Jun-19

K'000

Group30-Jun-20

K'000

Bank30-Jun-19

K'000

2,009,876779,609820,403

3,905,3834,761,057620,489

-667,254

13,564,071

515,10410,918,756

-938,893277,768

12,650,521

913,550

13,564,071

515,10410,922,748

466932,418277,768

12,648,504

940,897

13,589,401

257,1548,417,969

-529,145417,381

9,621,649

852,172

10,473,821

257,1548,417,969

2,800522,475417,381

9,617,779

853,455

10,471,234

2,009,876779,609820,403

3,905,3834,768,073

649,3387,547

649,17213,589,401

1,084,969611,395

-3,844,3653,832,023

621,869-

479,20010,473,821

1,078,435611,395

-3,844,3653,832,023

627,753384

476,87910,471,234

Assets

Cash and balances with Bank of ZambiaBalances with other banksTrading assets Investment securitiesLoans and advances to customersOther assetsAmounts due from related partiesProperty and equipmentTotal assets

Condensed consolidated financial position

45

Group30-Jun-20

K'000

Bank30-Jun-19

K'000

Group30-Jun-20

K'000

Bank30-Jun-19

K'000

1,217,263

(1,423,378)(224,404)(430,519)

1,618,9681,188,449

1,212,705

(1,418,991)(224,169)(430,455)

1,618,9041,188,449

(912,691)

(974)(156,392)

(1,070,057)

2,819,8471,749,790

(912,244)

1,947(163,592)

(1,073,889)

2,817,1441,743,255

Net cash generated from/ (used in)operating activities Net cash generated from/ (used in)investing activitiesNet cash used in financing activities Net decrease in cash and cash equivalentsCash and cash equivalents at beginning ofthe periodCash and cash equivalents at end of period

Group30-Jun-20

K'000

Bank30-Jun-19

K'000

Group30-Jun-20

K'000

Bank30-Jun-19

K'000

926,28062,399

(75,129)913,550

940,87975,147

(75,129)940,897

820,90868,011

(36,747)852,172

820,90869,294

(36,747)853,455

Balance at the beginning of the periodProfit for the periodDividends paidBalance at end of period

ANNEXURE III: UNAUDITED 2020 INTERIM RESULTS

Condensed consolidated statement of cash �ows

Condensed consolidated statement of changes in equity

46

This notice is issued in accordance with Section 59 of the Companies Act no 10 of 2017 of the Laws of Zambia.

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the fully paid-up members of Zambia National Commercial Bank Plc, will be held on Wednesday 31st March 2021 commencing at 09:00 hours to consider the Arise BV, IDC and NAPSA and Zanaco Plc Framework Agreement. The EGM proceedings will be conducted through the Zoom electronic platform.

All Shareholders are therefore encouraged to participate in the EGM proceedings through using the Zoom video link provided below.

h�ps://us02web.zoom.us/webinar/register/WN_th3Q6tRPS9S9IzQiMipemw

The Meeting is convened to transact the following:

1. Call to order, tabling of proxies and announcement regarding quorum.

2. Presentation on the proposed Framework Agreement

3. Shareholder voting on the proposed Framework Agreement

4. Closure of Meeting

Resolution to be considered during the Extraordinary General Meeting1. Resolution 1 - Approval of the Framework Agreement

Note: a) The proceedings of the Meeting will be streamed live through the Zoom platform and shareholders are required to register in the link below in advance.


b) In order to register for the Meeting, a shareholder must have a working email and active cell phone number.

c) The window for registration for the Meeting shall be open on Wednesday 10th March 2021 and automatically close at the commencement of the Meeting on Wednesday 31st March at 09:00 hours. A shareholder who does not register before the start of the meeting will not be able to do so when the meeting starts.

d) A�er registering, a shareholder will receive a confirmation email containing information about joining the





NOTICE OF EXTRAORDINARY GENERAL MEETING

Meeting.

e) A�er registering, a shareholder will also receive their LuSE ID number which they must have on the day of the Extraordinary General Meeting in order to vote on the resolution.

f) To fully participate in the Extraordinary General Meeting, a shareholder must have a reliable internet connection.

g) Queries on how to log into the Meeting, registration or on the voting process can be channelled to the following numbers:(i) 0975-283707; or(ii) 0950-968435.

h) A shareholder entitled to a�end and vote at the meeting may appoint a proxy to a�end and participate in the proceedings of the Meeting. The appointed proxy may also, on a poll, vote on behalf of that shareholder. The proxy need not be a shareholder. To appoint a proxy, a shareholder must fill in and sign a proxy form accordingly.

i) In order to be valid, the Proxy Form must be sent to the following emails before the commencement of the Annual General Meeting:

[email protected], [email protected], [email protected]@zanaco.co.zm, [email protected] and [email protected]

Or may be lodged at the Front Desk/Reception of the Zanaco Plc Head O�ice Cairo Road, Lusaka. Proxy forms are available on h�ps://zanacoinvestor.com/ and can be obtained from [email protected] or [email protected] or from the Front Desk/Reception at Zanaco Plc Head O�ice Cairo Road, Lusaka.

By Order of the Board

Kaluba G Kaulung’ombe-InampasaCompany SecretaryIssued in Lusaka, Zambia on 09 March 2021

47

Note: a) The proceedings of the Meeting will be streamed live through the Zoom platform and shareholders are required to register in the link below in advance.


b) In order to register for the Meeting, a shareholder must have a working email and active cell phone number.

c) The window for registration for the Meeting shall be open on Wednesday 10th March 2021 and automatically close at the commencement of the Meeting on Wednesday 31st March at 09:00 hours. A shareholder who does not register before the start of the meeting will not be able to do so when the meeting starts.

d) A�er registering, a shareholder will receive a confirmation email containing information about joining the

Meeting.

e) A�er registering, a shareholder will also receive their LuSE ID number which they must have on the day of the Extraordinary General Meeting in order to vote on the resolution.

f) To fully participate in the Extraordinary General Meeting, a shareholder must have a reliable internet connection.

g) Queries on how to log into the Meeting, registration or on the voting process can be channelled to the following numbers:(i) 0975-283707; or(ii) 0950-968435.

h) A shareholder entitled to a�end and vote at the meeting may appoint a proxy to a�end and participate in the proceedings of the Meeting. The appointed proxy may also, on a poll, vote on behalf of that shareholder. The proxy need not be a shareholder. To appoint a proxy, a shareholder must fill in and sign a proxy form accordingly.

i) In order to be valid, the Proxy Form must be sent to the following emails before the commencement of the Annual General Meeting:

[email protected], [email protected], [email protected]@zanaco.co.zm, [email protected] and [email protected]

Or may be lodged at the Front Desk/Reception of the Zanaco Plc Head O�ice Cairo Road, Lusaka. Proxy forms are available on h�ps://zanacoinvestor.com/ and can be obtained from [email protected] or [email protected] or from the Front Desk/Reception at Zanaco Plc Head O�ice Cairo Road, Lusaka.

By Order of the Board

Kaluba G Kaulung’ombe-InampasaCompany SecretaryIssued in Lusaka, Zambia on 09 March 2021

Lusaka Securities Exchange Sponsoring Broker T | +260-211-232456 E | [email protected] W | www.sbz.com.zm

Stockbrokers Zambia Limited (SBZ) is a member of the Lusaka SecuritiesExchange and is regulated by the Securities and Exchange Commission of Zambia

First Issued on 05 March 2021

48

VOTING AND PROXIES

A member is entitled to appoint one or more proxies to a�end and speak and vote in his/her stead. A proxy need not be a member of the Company. Proxies must be lodged at the registered o�ice of the Company at least 48 hours before the time fixed for the meeting.

FORM OF PROXYZANACO PLC

I/We………………………………………….of……………………………….being a member/members of the above named company, hereby appoint……………………………..…of……………..…………………….. or failing him…………………of……………………….as my/our proxy to vote in my/our names and on my/our behalf at the Extraordinary General Meeting of the Company to be held on….………………………………….2021 and at any adjournment thereof.

Dated: Signed:

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Related Party Circular

Related Party Circular - african markets

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