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Annual General Meeting 2016 www.maendeleobank.co.tz We are here to serve you
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Page 1: Annual General Meeting 2016 - maendeleobank.co.tz AGM... · kisumbo g. lawuo 253. kugya msafiri 254. lawrence muze 255. lawrencia n. makoye 256. ... patrick r. duge 327. paulina gervas

Annual General Meeting

2 0 1 6

www.maendeleobank.co.tz

We are here to serve you

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Page 3: Annual General Meeting 2016 - maendeleobank.co.tz AGM... · kisumbo g. lawuo 253. kugya msafiri 254. lawrence muze 255. lawrencia n. makoye 256. ... patrick r. duge 327. paulina gervas

2016 ANNUAL GENERAL MEETING

06th May 2017, Dar es Salaam Tanzania

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Table of Contents:

Vision and Mission Statements

Notices of Annual General Meeting

Minutes of the second Annual General Meeting

Matters Arising from the second Annual General Meeting

Director’s Report

Board of Directors

Management Team

External Auditor’s Report And Financial Statements Of The Bank

Board of Directors’ Remuneration

04

05

06

11

15

25

25

26

51

VISION AND MISSION STATEMENTS

Vision

“To become the premier bank in Tanzania, which is customer need driven with competitive returns to shareholders”.

Mission

“To grow our business whilst investing on communities that we serve and improving the lives of our employees. We strive to provide competitive and innovative financial services to all stake holders and the society”.

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NOTICE OF THE THIRD ANNUAL GENERAL MEETING:

Notice is hereby given that the Third Annual General Meeting of the Shareholders of Maendeleo Bank PLC will be held on Saturday 06th May 2017 at the DIAMOND JUBILEE HALL, Dar es Salaam from 10.00 am. The Agenda will be as follows: 1. Adoption of the Agenda for the 3rd Annual General Meeting.

2. Confirmation of the Minutes of the 2nd Annual General Meeting

3. Matters Arising from the 2rd Annual General Meeting

4. Directors’ Report for the Year Ending 31st December 2016.

5. External Auditor’s Report and the Audited Financial Statements for the Year Ended 31st December 2016

6. To Receive and Approve Directors’ Remuneration for 2017

7. To Receive and Approve Appointment of External Auditors for the Year Ending 31st December 2017

8. Amendments of MEMARTS

9. Any Other Business

10. Next Annual General Meeting

11. Closure of the Meeting

NOTES: 1. A member wishing to attend the meeting will do so at his/her own cost and must come with his/ her original depository receipt (share certificate) for identification. Copies of the Annual Report and proxy forms will be available at the Head Office situated at Maendeleo

Bank, Luther House, Sokoine Drive - City Centre effective from 24th April 2017.

2. A member entitled to attend the meeting and who is unable to attend, can appoint a Proxy to attend on his/her behalf by submitting his/her name to the Managing Director at Maendeleo Bank PLC not less than 48 Hours before the time of the meeting. In case of a corporate body, the Proxy must be under its common seal and must come with the depository receipt.

3. Prior to the AGM there will be a seminar on the importance of investing in shares in a listed Company between 9.0am and 10.0am.

BY ORDER OF THE BOARD

Ibrahim Mwangalaba MANAGING DIRECTOR AND SECRETARY TO THE BOARD.

6th April 2017

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MINUTES OF THE 2ND ANNUAL GENERAL MEETING (AGM) OF THE

MAENDELEO BANK PLC HELD ON 30TH APRIL 2016 FROM 10 A.M AT

THE DIAMOND JUBILEE HALL, DAR ES SALAAM.

ATTENDANCE:Shareholders:

ELCT – Eastern and Coastal Diocese - Represented by Mr. Godfrey Nkini

United Evangelical Mission - Represented by Rev. Chediel Sendoro

Other Shareholders - As per the attached register

Directors:

1. Mr. Amulike Ngeliama Chairman 2. Ms. Dosca Mutabuzi Vice Chairperson3. Amb. Richard Mariki Director 4. Mr. Naftal Nsemwa Director 5. Rev. Ernest Kadiva Director 6. Mr. Felix Mlaki Director 7. Mrs. Anna Mzinga Director 8. Mr. Ibrahim Mwangalaba Managing Director and Secretary

9. Mr. James Bwana Bwana Attorney

In Attendance:

1. Mr. Peter Tarimo Finance Manager2. Mr. George Wandwalo ICT Manager3. Ms. Margaret Msengi Branch Manager4. Ms. Mumi Philip Credit Manager5. Mr. Silvan Makole Ag. Internal Audit Manager6. Mr. Jonathan Swalala Core Securities Ltd7. Mr. Msafiri Kuboja Bank of Tanzania8. Ms. Irene Ndondole Bank of Tanzania

Shareholders Attendance Register:

1. AAROW G. MONGI

2. ABEELA NYAMICHWO BANDIO

3. ADAM SHAABAN

4. ADONKAMU H. MUNISI

5. AGICO J. MWALUKASA

6. AGNES N. LEMA

7. AGNESS E. NKINI

8. AGNESTA FIFI

9. AILEEN PEACE MUHAMBA

10. ALBERT KAZONDA

11. ALEN JAPHET

12. ALEXANDER M. SANGA

13. ALFRED NDIOBEINE

14. ALICE ITUWE MOSHY

15. ALLOYCE JOSEPHAT MTAGURWA

16. ALLYPIPI LEONARD MWANSUPE

17. AMANI ALBERT SAJILA

18. AMBWENE KYANDO

19. AMB. RICHARD E MARIKI

20. AMEN JONAS SAWE

21. AMOSI JOHN MWANGILE

22. AMULIKE S. K. NGELIAMA

23. ANALOISE KAFUKO MAFURU

24. ANDREA FREDRICK UTOUH

25. ANGELYN FRANK KOMBE

26. ANILINDA KYANDO

27. ANNA E. MURO

28. ANNA GODFREY MBALAKELE

29. ANNA HATIBU SHEMAHONGE

30. ANNA JOSEPH RWENYAGIRA

31. ANNA M. KISHIMBO

32. ANNA T MZINGA

33. ANNA MWAMLENGA

34. ANNA W. SHOO

35. ANNE G. LYATUU

36. ANNETH KIMARO

37. ANTIDIUS K. BANYWANA

38. ASSERI NAIMANI MSANGI

39. ATHANAS M. KIGWA

40. ATWENDILE A. MWIGUNE

41. AUDREY BENSON LEMA

42. BABUELI JOSIA SARIA

43. BALIWA J. KIMBAVALA

44. BEATRICE E. MJEMA

45. BENJAMINI T. SUDAYI

46. BERTOLD TOMAS NJAWIKE

47. BRENDA HENRY MTENGA

48. BRENDA J. KOMBE

49. BRYAN MOSES MUNUO

50. BRYSON THADEI NZIKU

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51. BUMACO INSURANCE CO. LTD

52; BUPE ALLADIAH MWANGOMILE

53. CAROLYNE GAMBA

54. CATHERIN THOMAS KOWERO

55. CATHERINE A. JILO

56. CATHERINE J. BAYNIT

57. CATHERINE Y. MNDEME

58. CECILIA B. ITEMBA

59. CHANGANYIKENI LUTHERAN

60. CHARLES JAISON MANGIA

61. CHARLES MARELO

62. CHRISTINA E. RINGO

63. CHRISTINA MATERU

64. CHRISTINA SIMBA KIMARO

65. CHRISTOPHER WALLACE

66. COSTANCE MURO

67. COSTANSIA E. MAMBALI

68. DAINESS D. SENKORO

69. DAN YONA TEMU

70. DANIEL OBED MASHOTO

71. DAVID MARO

72. DAVID TIMOTHEO SHUMA

73. DEBORAH K. MWAITELEKE

74. DEOGRATIUS C. KASHERO

75. DOMINO MINJA

76. DONALD N.W KISURI

77. DONALD O. MUSHI

78. DONATHA JEKELA

79. DONISIA L. MPUNGA

80. DOSCA K MUTABUZI

81. DR. GODFREY JUSTO

82. EDA LEMA MUHARA (KKKT KISUKURU)

83. EDDA PANGAMAWE KIHAKA

84. EDILAISI KUNDAEL MREMI

85. EDITH ONESMUS LYIMO

86. EDNA E. MOSHA

87. EDWARD N. PYUZZA

88. EDWIN ERASTO MSABILA

89. EFAYO JESTA NYAMOGA

90. EILEEN G. WILLIAM

91. ELIAIHO N. MOSHI

92. ELIAS JOHN MAKWEGA

93. ELIAS N. MOSHA

94. ELIBARIKI ANAEL

95. ELICE HERIEL MAUKI

96. ELICE J. MINJA

97. ELIESHI A. SAIDIMU

98. ELIFRIDA B. FISOO

99. ELIFURAHA MPANDA

100. ELIHAIKA MARIKI (K.K.K.T-KIGOGO)

101. ELIKA ELIMELECK MALISA

102. ELIKUNDA HANIEL KISANGA

103. ELIMBINZI E. KIMAMBO

104. ELIMLINZI PETER TERRY

105. ELINARA H. UPENDO

106. ELININSIA W. MUNUO

107. ELIONA AMINIEL HATIBU

108. ELIPHAS M. NGILORITI

109. ELIREHEMA CHARLES SKIA

110. ELIREHEMA N. MSEMEMBO

111. ELISARIA B. CHUWA

112. ELIWAJA J. MGORI

113. ELIZABETH A. MWAMAFUPA

114. ELIZABETH D. KAMNDE

115. ELIZABETH J. MUNG’ONG’O

116. ELIZABETH LAIZER

117. ELIZABETH R. KITUTU

118. ELIZABETH S. MKUMBO

119. ELIZABETH S.R.

120. ELLA N. TUMBWENE

121. ELLY SANTUS AKYOO

122. EMANUEL DOGAN SHIJA

123. EMANUEL FRANK

124. EMANUEL LUCAS KAYAMBA

125. EMANUEL M. KILIMBA

126. EMMA T. KIBAKAYA

127. ENDAEL E. MDUMA

128. ENESTINE H. SAWAKI

129. ENEZA TUHERI ABRAHAM

130. ENG. JEREMIAH UISSO

131. ENOCK B. KIWELU

132. ERICK KOMBE

133. ERNEST W KADIVA (REV)

134. ESTER DANIELI MWASILE

135. ESTERHEDI S. KAGIRWA

136. ESTHER E. BIRANGO

137. ESTHER E. NKWILEHI

138. ESTHER J. MULYILA MNDEME

139. ESTHER KUJAEL MSUYA

140. ESTOMIH ELISA MARANDU

141. ESTOMIHI LEVI KANYIKA

142. EV. CATHERINE PAUL FUPE

143. EV. ELIOTH SINGO NATHANIEL

144. EV. ENEDY TEMU (MSHEE)

145. EV. ERICK G. RWIJAGE

146. EV. ESTER J. KITANDU

147. EV. LAZARO M. MASEGESE

148. EV. REBECCA PETER

149. EVA S. KIMARO

150. EVAROSE YESAYA MMARI

151. EXAUD A. MWASILE

152. EYUDI ELIAS NZIKU

153. EZEKIEL JOSEPH KIKOTI

154. EZRA KAIMUKILWA

155. FAUSTINA B. ANTHONY

156. FAUZIA ALFAYO KIMATH

157. FEBRONIA RUMISHAELI MACHA

158. FELISTA MALISA

159. FELIX H MLAKI

160. FENASY MSELELA

161. FILBERT G. MASULE

162. FLORA GODBLESS URONU

163. FLORIDA RWAKAILIMA IJUKAINE

164. FRANCIS KIBWANA

165. FRANCIS KIBWANA (KWAYA KUU

KIJITONYAMA)

166. RANCIS MAGEMBE MSONDE

167. FRED ODATT (CMSA)

168. FREDRICK A. MLAKI

169. FREDRICK JUSTINE KIMARO

170. FREDRICK K. KALOKOLA

171. FREDY EZEKIEL MWAILENGE

172. FRIDA ESAU NYAMBA

173. GACHI B. FISOO

174. GADISON J. AMANI

175. GEOFREY DAUDI KILASI

176. GEOFREY GEORGE

177. GEORGE MNYITAFU

178. GEORGE NKAYA (CHAMA CHA

MADEREVA LUTHERAN)

179. GEORGINA J. MGAHI

180. GLADSTONE KIMARO

181. GLORIA JOHN

182. GLORY NG’UNDA

183. GODBLESS E. NGAFARA

184. GODFREY JOSEPH LYIMO

185. GODFREY L. NKINI

186. GODFREY MWAKILEMA (VICOBA

KIWALANI ‘A’)

187. GODLISTEN J. KAMNDE

188. GODLISTEN LUCAS MUNISSI

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189. GODLOVE M. MURO

190. GODWIN RWEIKIZA

NDYETABULA

191. GRACE ALBERT CHOTTA

192. GRACE B. KASSEY

193. GRACE B. NG’UNDA

194. GRACE JOHN KWALAZI

195. GRACE YESSAYA HIZZA

196. GRAYSON JOHN MKANZA

197. GWALWA GODFREY

198. HAMISI MLANGILA

199. HAPPY G. LYATUU

200. HAPPY I. NJIU

201. HAPPYLIGHT KAUWEDI

MATEMBA

202. HARRIET W. ZADOCK

203. HELIME SHECHAMBO LIMOTA

204. HENRY MAUNGA

205. HERIEL PENIEL MAUKI

206. HERIETH ERNEST NGIMBWA

207. HESABIA JILAONEKA

MWALONGO

208. HILDA DAIMONI ZAMBI

209. HILDA DUNSTAN OLOTU

210. HILDA KAPIMO LWEZAULA

211. HILDA NICHOLAUS MKALA

212. IBRAHIM A MWANGALABA

213. IKOPA C. MWAKIBINGA

214. INES ALEX MTTOI

215. IRENE E. NDONDOLE

216. ISAAC E. MINJA

217. ISACK G. KITUNDU

218. ISARIA K. MWENDE

219. ISAYA EMMANUELY (KWAYA YA

UINJILISTI)

220. JACKSON KAIGOMA

221. JACKSON S. MUNISSY

222. JACKSON YESUSA MREMA

223. JACOB B. KIRIWAY

224. JAMES O. SWAI

225. JANE G. KILAWE

226. JANE G. SARIA

227. JANE JOHN SHADRACK

228. JANETH JEREMIA MKUMBI

229. JAPHET MILANGITONE

LUMANGA

230. JOHANSSEN KABINGA

RUTECHULA

231. JOHN L. HERMAN

232. JOHNSON GOODEL KIMAMBO

233. JONAS KATTO

234. JONATHAN SWALALA

235. JOSEPH HANANJA

236. JOSEPH R. KAKORE

237. JOSEPHINE KALIMA

238. JOSEPHINE RUBENI JOSEPH

239. JOSIAH B. GERVAS

240. JOYCE IBAHATH MSHAHARA

241. JOYCE JONAS MMARI

242. JOYCE LEONARD K.

243. JUDITH HAYAWI WANZAGI

244. JUDITH J. ABASI NDYAWABO

245. JULIA H. SABUNI

246. JULIANA EPHATA KIMAMBO

247. JULIUS AMAN DEMBE

248. JULIUS AVUNIWA SHESHE

249. JULIUS ZACHARIA NG’UMBI

250. KELVIN LEENG’S MANYANGA

251. KIJICHI LUTHERAN CHURCH

252. KISUMBO G. LAWUO

253. KUGYA MSAFIRI

254. LAWRENCE MUZE

255. LAWRENCIA N. MAKOYE

256. LAZARIUS E. MNDEME

257. LEAH MWANKENJA

258. LEONARD JAMES KASULWA

259. LIDYA JOHN BAIK

260. LINUS KAPERA LINDU

261. LOATA LAIZER MUNGAYA

262. LORDEN E. NZOGELA

263. LORDEN ELLY NZOGELA

264. LOYCE DAVI IFUGE

265. LUPAWA MWALONGO

(KKKT-USHARIKA WA

BAGAMOYO)

266. LUSELI OSSIAH MWAMAKULA

267. LUTHEREWA S. MINJA

268. LYDIA MAFOLE

269. MABIBO FARASI LUTHERAN

CHURCH

270. MAGDALENA SAIDI

271. MAGRETH MMBAGA

272. MANASE O. META

273. MANASE S. MUNUO

274. MARIAM A. NJALA

275. MARIETHA MUNUO (AZANIA

FRONT CATHEDRAL)

276. MARTHA E. MTALO

277. MARTIN JOSHUA SAMWEL

278. MARTIN MANZ KASHUBE

279. MARTIN MASAMU

280. MARTINA BARONGO BANGENDA

281. MARTINA J. KAKURWA

282. MARY A. HOKORORO

283. MARY B. KITALLA

284. MARY E. MWENDA

285. MARY EUGENE MMARI

286. MARY GERALD LEWANGA

287. MARY KANYILILI MLENZI

288. MARY R. LYIMO

289. MARY T. KWEKA

290. MATHAO ZEBRON ANDERSON

291. MATHIAS I. CHAWA

292. MERINA SHEMBWANA

293. MICHAEL ELIA NJIRO

294. MIKALI PENIELY MSUYA

295. MIKE J. MALLEWO

296. MILLIAN L. NGWEMBE

297. MONICA ANTHONY RASHID

298. MONICA PAUL MATUMBA

299. MONICA WAREHEMA JENGO

300. MR. ORCHESTA R. MLAY

301. MTAUYE WESTON MGODE

302. NAFTAL M NSEMWA

303. NAZA GEORGE MNGUMI

304. NDENI ANANDE SHOO

305. NDENISARIA G. NTUAH

306. NEEMA ALEX MTTOI

307. NEEMA J. ITUWE

308. NEEMA J. TENGU

309. NEEMA RODRICK MLAY

310. NELLY B. LYIMO

311. NELSON SALALA JOHN

312. NESTORY P. NCHIMAN

313. NGOSENGWA DANIEL MCHOME

314. NGUMOI N. LAIZER

315. NIA AMOS MBAGA

316. NICHOLAUS P. MVELLA

317. NILIWAKO HOSEA SANGA

318. NIMROD OBERLN SAWE

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319. NITIKE A. NGAILO

320. NOEL AMOS MUSHI

321. NUNTUFYE A.M. MWAMBONA

322. OLIVER ELIAWONI TEMU

323. OMEGA A. MONGI

324. OMEGA ELIAKIMU KIMARO

325. PAMELA H. MEENA

326. PATRICK R. DUGE

327. PAULINA GERVAS LUENA

328. PAULINA P. RWEZAURA

329. PETER EMMANUEL MATONYA

330. PETER GEORGE NGUGULU

331. PETER NTANGU MISANGA

332. PETERSON E. MNZAVA

333. PHILLEMON S. MUTASHUBIRWA

334. PRAYGOD E. NJIRO

335. PRISCA RAMADHANI

CHANKICHA

336. RAHABU ASAGILE

337. REBECA MVUNGI

338. REGULA H. SHAYO

339. REHEMA LUIMIKO MKEHA

340. REHEMA MGALULA

341. RESTITUTA F. JUAKALI

342. REUBEN EMMANUEL DAREMA

343. REUBEN O.SWAI

344. REV. ASTON A. KIBONA

345. REV. CHEDIEL SENDORO

346. REV. COSTANTINO

347. REV. MICHAEL LOCHO

348. RHODA KIMATH

349. RICHARD SIMON MINJA

350. RODRICK GODWIN MENGI

351. ROGATHE E. NGOWO

352. ROSE CUTHBERT ZUBERI

353. ROSE EBENEZA MURO

354. ROSE MALISA

355. ROSEANA NOEL SHOO

356. ROSEMARY ERIGEN KIMARO

357. ROSEMARY M. NGUBESI

358. SAFIEL MFANGAVO

359. SAFRONIA G. NGURE

360. SALOME THEOFIO KILEO

361. SAMARIA VICOBA GROUP

362. SAMBACHE MRIMI SIKI

363. SAMSON BARIKIEL SHOO

364. SAMSON JOHN FONGO

365. SAMWEL JOHN MWAKAPEJE

366. SELESTINE G. ILMELA

367. SHAWINIAUFOO A. KIMUTO

368. SIAELY GIBRON KILAWE

369. SIAH P. SHAYO

370. SILA NJIRO

371. SIMON URASSA

372. SMITON BAKEBULA IJUKANE

373. SOLOMON W. MACHA

374. SOPHIA BUKUKU

(KKKT MBEZI LUIS)

375. SOPHIA J. MWAKIPESILE

376. SOSPETER KEREFU

377. STANLEY N. LUBAGUMYA

378. STEPHANIE SAYORE

379. STEPHEN K. LAIZER

380. TAFUTENI R. MBUGUNI

381. TAIMISY D. SANGA

382. TEDDY JOSEPH KIMATARE

383. TEDDY KINOGE MTAGURWA

384. TITUS JAIRO MUSHI

385. TULIA KYELU

386. TUMAINI JUMA

387. TUMTUKUZE MWIDUNDA

388. TUPOKIGWE WILSON KYANDO

389. TUSEKILE TIMOTHY

MWAMBUKUSI

390. USHARIKA WA MTONI

391. UZEELI E. KISENGE

392. VENANCE D. MTAMWEGA

393. VERONICA ALOYCE MALLYA

394. VERONICA TUMBWENE NG’ONDYA

395. VICENT SAID

396. VICTOR MALEWO (LUICO LTD)

397. VICTOR O. MACHA

398. WALTER N. MSANGI

399. WARANGE MAGAMBO

400. WEBSTER K. LUHANGA

401. WERAM THOMAS SHOO

402. WIDIELI EMMANUELI

403. WILBRIGHT M. MATEMBA

404. WILIFRED W. MASSAWE

405. WILLIAM D. GAMBUMU

406. WILLIAM T. MAINOYA

407. WILNEVUN G. NJAU

408. WITNESS MARTIN MPELUMBE

409. YESAYA TITO MAGIMBI

410. YOENI MMARI

411. ZACHARIA J. NG’UMBI

Prior to the commencement of the meeting, Shareholders received a one hour seminar on how to read and interpret the financial statements as most of the Shareholders do not know how to interpret financial statements. The seminar was facilitated by Mr. Ibrahim Mshindo of Dar es Salaam Stock Exchange.

Thereafter, the Chairman opened the meeting by welcoming the Shareholders, Directors and Management team to the 2nd Annual General Meeting.He welcomed UEM representative Rev. Chediel Sendoro who greeted the Shareholders with a word of encouragement from Joshua 1:5-7.

Having noted the presence of ELCT-ECD General Secretary, ELCT-ECD Deputy Secretaries, Bank of Tanzania (BOT), LUICO, DSE and Core Securities it was agreed that there was enough quorum to start the meeting in accordance with Company’s Memorandum and Articles of Association. The Meeting started at 10.20 am.

The Chairman requested the attendees to use the last page of the agenda book to take notes.

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Adoption of the Agenda

The Shareholders agreed that the Agenda be adopted as follows:

1. Adoption of the Agenda for the 2nd Annual General Meeting.

2. Confirmation of the Minutes of the First Annual General Meeting

3. Matters Arising from the First Annual General Meeting

4. Directors’ Report for the Year ending 31st December 2015.

5. External Auditor’s report and the Audited Financial Statements for the Year ending

31st December 2015

6. Directors’ Remuneration for the year 2016

7. Appointment of External Auditors for the Year ending 31st December 2016

8. Any Other Business

9. Date of Next Annual General Meeting

10. Closure of the Meeting

Confirmation of the Minutes of the 2nd Annual General Meeting held on 30.04.2016

The minutes of the last meeting held on 30.04.2016 were read and approved subject to the following corrections; 1. Include the name of the bank’s lawyer’s name, Bwana Attorneys, as it was missing from the list of attendance.

2. Shareholders’ names to be arranged in alphabetical order.

3. Include the names of Shareholders who attended the last meeting but their names were missing in the attendance list.

4. Attendance list to be included within/among the minutes and not as an appendix, ie. Signing of the minutes should be after the names of the Shareholders who attended the meeting are verified.

5. Add more details of how the meeting was closed including the name of the person who closed it?

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Matters Arising from the 2nd Annual General Meeting held on 30.04.2016.

s/no Agenda

Item Directive of the Shareholders

Action Taken/Updates

1

Min 3.

(a)

(b)

The bank to arrange training to shareholders on how to read and interpret the financial statements as most of the Shareholders do not know what those financial statements means.

In future External Auditors are not needed to attend the AGM as the presentation of audited accounts can be done by the Management on behalf of the Board

Implemented. However, the Shareholders agreed to revoke this directive by instructing the Board to invite External Auditors to present the audited financials and leave the meeting soon after presenting their report.

2

Min.4

Allow Board and Management to proceed with arrangement of raising capital starting with rights issue and report the progress.

Capital was raised through the rights issue exercise which collected Tzs. 2.83Bn to make total capital to be Tzs. 7.3Bn. IPO is planned this year.

3

Min.6 (a)

(b)

Implemented.

Implemented.

4 Min.7 Implemented. Three quotations were submitted from different Audit firms for comparison.

The training was organized and conducted by DSE Official (Mr. Ibrahim Mshindo) before the start of the AGM on 30.04.2016

Annual Directors’ Fee for Chairmanto be Tzs. 1.5million, net of taxes and other Board Members fee to be Tzs.1.0million, net of taxes.

Sitting allowance for Chairman to be Tzs. 650,000, net of taxes and other Board Members allowance to be Tzs. 600,000, net of taxes

Innovex was appointed as External Auditor for the year 2016 at a fee of Tzs. 29million, VAT inclusive. However, in future, the Board was directed to submit at least three quotations for competitive bidding hence competitive price.

The following matters were presented and discussed by the Shareholders:

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To Receive Directors’ Report for the year ended 31st December 2015.

The Board Chairman and Managing Director presented the Bank’s performance for the year ended 31st

December 2015. The bank’s performance was compared with other banks and financial institutions.

The Shareholders were informed that:Maendeleo Bank Plc has performed well. In the year 2015, the bank planned to increase its total assets to reach Tzs. 34.8 billion which was attained and surpassed by attaining total assets of Tzs. 54.50 billion, being 56.6% above the target.

The bank’s capital was increased from Tzs. 4.50 billion to Tzs. 7.35 billion. The increase was a result of the rights issue exercise done in December 2015 and January 2016. The improved capital would enable the bank to open at least two more branches in 2016.

The Shareholders were informed that, the bank managed to register an after tax profit of Tzs. 177.79 million against a target of Tzs. 136.85 million being 38.30% above the target.

That the bank has the following plans for 2016;

a. Raise bank’s total asset to Tzs. 109.0 billion; b. Provide corporate lending, medium loans, Solidarity Group loans to the tune of Tzs. 55.9Bn c. Mobilize Deposit to the tune of Tzs. 80.0Bn

d. Open two new branches. e. Establish a mobile phones-based savings and loans product.

f. Repackage the existing savings and personal accounts to include life insurance to all depositors.

g. Establish tax collection relationship with TRA through tax bank system. The Shareholders received and adopted the Directors’ Report as presented by both the Chairman and Managing Director. They further commended the Board and Management for the good performance of the bank for the year 2016.

To Receive External Auditor’s Report and Audited Financial Statements for

the Year ended 31st December2015.The financial statements for the year ended 31st December 2015 were presented to the Shareholders by the bank’s Management, who made some corrections on the report before presenting to the Shareholders. He presented the audited financials and reported that the bank received a clean report from our External Auditors (Innovex) for the year ended 31st December 2015.

The Shareholders received and adopted the External Auditor’s report and Financial Statements for the year ended 31st December 2015. However, the Shareholders were concerned with the printing errors in the presented report and directed the Board to be thorough with the report in future to avoid similar errors in the report. They further directed as follows: • External Auditors be invited to present and defend their report to the Shareholders. • The actual figure used in Corporate and Social Responsibility (CSR) must be declared and the target market as contained in the CSR Policy. • Preparation of the Annual General Meeting Pack be done correctly to avoid Errors in the report and even if it requires to extent the AGM meeting time, the MEMART can be revised to accommodate that. • Annual General Meeting packs should be timely available and be sent to the shareholders through their emails to minimize costs (for those who have provided email address).

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To Receive and Approve Directors’ Remuneration for 2016The Agenda was presented by the Managing Director who pointed out that the good performance of the bank was a result of commitments of the Directors who direct and guide Management from time to time. He further informed the Shareholders that the Directors’ remuneration for the year 2015 was significantly below the market in the banking industry, hence he requested the AGM to slightly increase the amount, though we may not completely match the market pay rates.

The Shareholders noted the good performance of the Bank and approved the remuneration as follows; 1. Annual directors’ fee to remain the same. 2. Sitting Allowance for Chairman to be Tzs. 650, 000/=, net of taxes instead of Tzs. 550,000/=, and other Directors’ sitting allowance to be Tzs. 600,000/= from Tzs. 500,000/=, net of taxes, for both.

Appointment of External Auditors for the Year ending 31st December 2016The Shareholders were informed that according to the Banking and Financial Institutions (Independent Auditors) Regulations 2008; it is required that every bank or financial institution shall appoint an independent auditor annually.

The Shareholders were further informed that Innovex had audited the Bank for three terms, i.e. from the year ended 31st December, 2013 to 31st December 2015. According to the Banking and Financial Institutions (Independent Auditors) Regulations, an Independent Auditor is allowed to audit the same financial institution for a continuous period of four years.

The Shareholders were informed that four Audit firms were contacted after fulfilling the set criteria, namely: • Capacity of the firm - the size of the Audit firm and its employees; • Past records – List of customers served; • The firm to be in the list of approved auditors by BOT; • Quotations within the budget.

The Board recommended Innovex to be approved as the Bank’s external auditors for the financial year ending 31st December 2016 at a total cost of Tzs. 29.0 mn, VAT inclusive.

Resolution: Resolved that Innovex be and is hereby appointed the External Auditor of the bank for the year 2016 at a fee of Tzs. 29mn VAT inclusive.

Any Other BusinessThe shareholders commended the Board of Directors and were satisfied with their performance.

As there were no other businesses; the Chairman thanked the Shareholders for their participation and contribution to the meeting.

Date for Next AGMResolved that; the 3rd Annual General Meeting to be held after receiving signed Audited Accounts, so as to be included in AGM Pack. The date and venue to be determined by the Board and are to be communicated to shareholders timely.

Closure of the MeetingThe Chairman closed the meeting at 2.15 pm after a word of prayer by Rev. Ernest Kadiva.

……………………………… ………....…………………Amulike S.K Ngeliama Ibrahim Mwangalaba Chairman Secretary Dated April 2016 Dated April 2016

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MATTERS ARISING FROM THE MINUTES OF THE SECOND ANNUAL GENERAL MEETING (AGM) HELD ON 30TH APRIL 2016 AT DIAMOND JUBILEE HALL,

DAR ES SALAAM:

The following matters arising were presented and discussed by the Shareholders:

S/No.

AgendaNo.

Directive/Resolution Updates

1

2

Shareholders pointed out errors and some omissions in the minutes. Therefore directed corrections of errors and addition of omitted names in the lis t of attendance to be made.

Implemented.

Names of attendance to be listed in alphabetical order for easy reference.

Implemented .

2

5

External Auditors be invited to present and defend their report to the Shareholders instead of being pr esented by Management.

External Auditors have been invited to present their report.

The actual �gure used in Corporate and Social Responsibility (CSR) must be declared together with the target market as contained in the CSR Policy.

Implemented

Preparation of the Annual General Meeting Pack be done correctly to avoid errors in the report and even if it requires to extend the AGM meeting time, the MEMART can be revised to accommodate that.

Implemented and the request for a MEMART change will be tab led to this meeting.

Implemented. However, we request Shareholde rs to indicate their email address to be used in the coming meetings.

3 6

Implemented

4 7

Innovex was appointed as External Auditor for the year 2016 at a fee of Tzs. 29.0 million, VAT inclusive.

Implemented.

5 9 Shareholders directed that the coming 3rd Annual General Meeting to be held after making sure that the Audited Accounts are fully completed and signed by External Auditors and included in the printed AGM Pack.

Implemented.

Annual General Meeting packs to be sent to the shareholders timely and through emails (for those who registered their email addresses) to minimize costs and have timely delivery of the pack.

Annual Director’s fees for Chairman and Directors will remain unchanged while sitting allowance for Chairman was changed from Tzs. 550,000 to Tzs. 650,000 and Director’s allowances wi ll be Tzs. 600,000 instead of Tzs. 500,000.

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DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST DECEMBER, 2016

THE BOARD CHAIRMAN’S STATEMENT

Distinguished Shareholders, Ladies and Gentlemen, Good Morning!

On June 1, 2013 I had the honour to be nominated the first Chairman of our Maendeleo Bank PLC. The Board was ratified during the 1st AGM on 15th May 2015. I and my fellow Board Members were handed the Memorandum and Articles of Association (MEMARTS) of the Bank. We were also given the task of implementing and bringing into tangible results that were promised by the Prospectus of the Bank. While the MEMARTS spell out how we interact among ourselves as an organization and how we relate with persons outside the organization, the Prospectus spells out the level of progress towards the fulfillment of the envisaged promises.

By putting a total of Tzs. 4,515 million in shares you made it possible for the Board, working through capable and dedicated employees, to attract Tzs. 3,019 million in customer deposits in late 2013, to Tzs. 48,722 million in deposits by the close of 2015. With these deposits we were able to serve the community which, in turn, gave an income to the Bank, beginning with a loss of Tzs. 518 million (as expected) to a net profit of Tzs. 178 million, which was reported to you for the year 2015.

In a bid to expand our business outreach, and with your express permission at the First Annual General Meeting (AGM) of 2015, you approved the Board’s proposed bid to mobilize more share capital through the rights issue and by issuance of a new Initial Public Offer (IPO). With respect to the first approach, a call for rights issue was very positively honoured by yourselves.

Through your response, you put in an additional Tzs. 2, 839 million worth of shares to bring the Bank’s share capital position to Tzs. 7,354 million. With this increased share capital position we were able to win the BOT’s approval to bring the Bank’s services closer to our clients. We now have two more new branches - at Mwenge (Tumaini University) and at Kariakoo.

Two dramatic events cropped in during the year 2016. Firstly, there was the government policy decision which required all government’s and state-owned institutions to transfer all their funds from banks to BOT; on the same note, all state-owned institutions were ordered to bank with state affiliated banks. That move affected both the Bank’s deposit level from a peak of Tzs. 48,722 million attained at the close of 2015 down to Tzs. 29,151million by the close of 2016. This move alone cut the Bank’s base of lendable funds and affected the envisaged bottom line of Tzs. 1,800 million. The situation was further aggravated by the high level of provision for delinquent loans prompted by the stalled businesses of the Bank’s borrowers. This event hit every bank. Consequently, our desire to propose the first dividend in 2017, arising out of the 2016 results, was bashed. In spite of such an unexpected shock the Bank’s staff managed to make a net profit of Tzs. 554 million. Alas! We are unable to propose a dividend because our regulator - the BOT will only allow us to do so after we have managed to cover cumulative retained loss of Tzs. 937 million over the last two and a quarter years.

Our first term of office is coming to the end in May 2018. It is therefore our hope that we shall be able to propose a divided for your approval at the next AGM as we expect a better result. We have the courage to make such a bold statement because of two main factors:

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Firstly, we have a committed and efficient team of staff. This is indicated by the return on every non-interest expense per employee that has moved from -48.6% in 2013 to a positive 33.3%, compared to the sector average of 22.5%. Also a net income per employee of a negative Tzs. 30.47 million per employee up to Tzs. 21.55 million per employee by 2016, compared to a sector average of Tzs. 23.43 million per employee, thus occupying the 17th position out of 58 banks in the sector, under this measure. None of the community banks have reached the level of efficiency attained by our staff.

Secondly, Maendeleo Bank PLC enjoys a unique ownership and clientele - mostly church-based. On top of that, the ELCT family has decided to work with Maendeleo Bank PLC to have it transformed into a nation-wide commercial bank with agencies/branches based in every willing and economically viable diocese. We are in the process of issuing a new IPO before August 2017 to make this possible, this being done with your existing permission. I expect your full participation in purchasing the new shares as you did during the rights issue.

In making this statement I fully count on your individual commitment to this basically family enterprise, dedication of our staff, tireless commitment of our Board of Directors and the unswerving and unwavering tutelage of the living God who hears our supplications for this Bank.

We are operating in a very competitive and challenging environment which is littered with challenges that we have to overcome. For this matter we sincerely count on your ears and eyes to give us your feedback from what you see us doing out there where you are. We also ask for your business support wherever possible, considering the competition we are in.

With these remarks I now humbly welcome you to receive and review our Annual Report, the Managing Director’s Report and that of our External Auditors, which Report the Board has accepted as correct and therefore presentable to you.

Amulike S. K Ngeliama BOARD CHAIRMAN

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MANAGING DIRECTOR’S REPORT

On behalf of the Board of Directors, I take this opportunity to highlight the bank’s performance for the year ended 31st December, 2016. More details are contained in the booklets which have been provided to you.

Objectives of the bankKey objectives of the bank for the year 2016 were; (i) Raise bank’s capital position,

(ii) Raise bank’s total asset to Tzs. 94 billion;

(iii) Provide corporate lending, medium loans, Solidarity Group loans totaling Tzs. 55.0 billion.

(iv) To mobilize deposit to reach Tzs. 80 billion,

(v) To open at least two new branches.

Strategies for the objectivesKey objectives for 2016 were realized through the following strategies:

(i) Mass marketing - through different media like, TVs, Radio, Newspaper as a means of deposit mobilization,

(ii) Personal selling,

(iii) Use of referrals granted by key stake holders to get some potential customers,

(iv) Designed and implemented appropriate products with reasonable pricing,

(v) Recruited and retained competent staff,

(vi) Maintained a sound liquidity position.

Achievements for the Year 2016As at 31st December, 2016, performance of the bank was as follows:

Deposits: The bank managed to collect total deposits of Tzs. 32.50 billion compared to the target of Tzs. 80 billion. The bank was below the target by 59% due to changes on deposits for government institutions.

Customer growth: As at 31st December 2016, the bank had 14,193 customers who had accounts with the bank against a target of 15,000 customers; this performance was 94.6% of the target.

Loans and Advances: Loans and advances reached Tzs. 25.0 billion compared to the target of Tzs. 54 billion which is a 46% achievement. The target was not attained due to changes in economic paradigm affecting growth of businesses, hence lending was also affected.

Operating results for the year 2016The bank earned a total income of Tzs. 8.5 billion against a budgeted figure of Tzs. 13.7 billion; this achievement is 62.0% of the target.

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Operating expenses. Total operating expense for the year 2016 reached Tzs. 3.4 billion against a budget of Tzs. 4.1 billion; this is a saving of 17%. These results show proper cost management of the bank without affecting bank’s business.

Assets of the bank Total assets of the bank reached Tzs. 41.7 billion against a budgeted figure of Tzs. 94 billion being 45% achievement to the target. The slowdown of deposits and loans was due to changes of business environment prevailed leading to this low achievement.

Profit for the year The bank recorded a profit of Tzs. 554 Million against an expected profit of Tzs. 1.09 Billion.

Employment Total number of employees was 53 compared with 34 staff reported in the year 2015. The employment composition was 21 females and 32 males.

Other Achievements.During the year 2016, the bank was awarded a recognition by Dar es Salaam Stock Exchange as the best listed bank under the Enterprise Growth Market window which is a good sign of seriousness and commitment on excellence that the Board and Management have invested in managing the banking business.

The bank also managed to open one branch at Tumaini University – Mwenge in October 2016 and the second branch at Kariakoo was being finalized ready for opening in January 2017; this made the bank to close year 2016 with two branches.

During the year 2016 the bank hosted guests from the Republic of Rwanda being a special task force assigned to establish a bank in Rwanda. The main reason of selecting Maendeleo Bank as a case study was due to its performance trend since opening the doors to the public in 2013. UEM, being one of our major shareholders, referred them to Maendeleo Bank for the study tour and case study. The task force requested our Board Chairman, Mr. Amulike Ngeliama to visit their Country for sharing with entire project team the experience and success story of Maendeleo Bank. Which he did and they were very happy and encouraged.

Ibrahim A. Mwangalaba MANAGING DIRECTOR.

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Shareholders of the BankThe total number of shares issued and paid for the bank is 14,590,691. These shares of the bank are held as follows:

None of the directors own more than 2% of total issued share capital.

Name No. of Shares % share

United Evangelical Mission 2,80 8,815 19%

Diocese Institutions 1, 797,816 12%

ELCT -Eastern and Coastal Diocese 1,389,216 10%

Lutheran Investment Co.(LUICO) 604,573 4%

Hans Macha 426,78 3 3%

SACCOS 212,985 2%

Other Individuals 7,3 50,503 50%

TOTAL 14, 590 ,691 100%

Directors’ shares

s/n

Name of Director Number of shares

held in 2015 Number of Shares held in 2016

1 Mr. Amulike S.K. Ngeliama 500 892 2 Ms. Dosca K. Mutabuzi 10,000 29,608 3 Amb. Richard E. Mariki 4,000 10,000 4 Mr. Naftal M. Nsemwa 20,000 40,000 5 Rev. Ernest W. Kadiva 400 400 6 Mr. Felix H. Mlaki 10,000 147,255

7 Mrs. Anna T. Mzinga 8,100 30,000 8 Mr. Ibrahim A . Mwangalaba 6,000 11,882

Total shares held by Directors

59,000 270,037

Company Secretary

The Bank’s Secretary as at 31st December 2016 was Mr. Ibrahim Mwangalaba who is also the Managing Director of the bank.

Corporate Governance Maendeleo Bank embraces best corporate governance practices and their implementation is considered fundamental to its growth and sustainability. The Board is therefore consistent in its commitment to keep abreast with new corporate governance initiatives unfolding constantly on both the international, regional and local scenes to uplift corporate governance for the benefit of the company and for all its stakeholders.

Principal Activities The main activity of the bank is the provision of banking and related services as stipulated by the Banking and Financial Institutions Act, 2006. There has been no significant change in the principal activities of the bank during the period ended 31st December, 2016.

Capital structure The bank’s capital structure for the year under review is as shown below:

Authorized Share Capital:60,000,000 Ordinary shares of Tzs. 500 each.

Called up and fully paid:14,590,691 Ordinary shares of Tzs. 500 each.

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Board Meetings Attendance: During the year 2016, the Board held several meetings. Attendance of the Board and Committee Meetings is as shown hereunder:

Name Clasification MBM BARC BCC Mr. Amulike S.K. Ngeliama Non-Executive 7

Ms. Dosca K. Mutabuzi Non-Executive 7 5

Amb. Richard E. Mariki Non-Executive 7 7

Mr. Naftal M. Nsemwa Non-Executive 6 6 7

Rev. Ernest W. Kadiva Non-Executive 6

Mr. F elix H. Mlaki Non-Executive 5 7

Mrs. Anna T. Mzinga Non-Executive 5 5

Mr. Ibrahim A. Mwangalaba Executive Director 7 7 7

Notes: MBM – Main Board Meeting BARC – Board Audit and Risk Committee BCC– Board Credit Committee

Board Composition: Below is the composition of Directors for Maendeleo Bank as at 31st December 2016 was as follows:

s/n Name Position Age Nationality Qualifications 1 Mr. Amulike

S.K. Ngeliama Chairperson 67 Tanzanian B. A (Economics)

2 Mrs. Dosca K. Mutabuzi

Vice Chairperson

50 Tanzanian LLB, MBA , Advocate of High Court

3 Amb. Richard E. Mariki

Director 73 Tanzanian Bachelor of Arts , MSC (Management)

4 Mr. Naftal M. Nsemwa

Director 70 Tanzanian B. A (Economics), PGD in Projects Analysis.

5

Rev. Ernest W. Kadiva

Director

49

Tanzanian

B’com (Marketing), Bachelor of Divinity, Masters of Theology.

6

Mr. Felix H. Mlaki

Director

43

Tanzanian

B. A (Economics, MBA -

Finance)

7

Mrs. Anna T. Mzinga

Director 41 Tanzanian (Advanced Diploma in Accountancy, CPA (T), MBA – Finance)

8 Mr. Ibrahim A. Mwangalaba

Executive Director

48 Tanzanian B’Com (Marketing), Associateship Diploma in Banking, MBA (Finance).

The Board met several times in order to ensure that a comprehensive system of internal control policies and procedures is operative, and compliance with sound corporate governance principles.

The Board takes overall responsibility for the Bank, including responsibility for identifying key risk areas, considering and monitoring investment decisions, considering significant financial matters, and reviewing the performance of management business plans and budgets.

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(i) Audit and Risk Committee (BARC):

(ii) Credit Committee (BCC):

S/n Name Position Total MeetingsConducted

Meetings Attended

1 Mr. Naftal M. Nsemwa Chairman 7 6 2 Mr. Felix H. Mlaki Member 7 7 3 Mrs. Anna T. Mzinga Member 7 5 4 Ibrahim Mwangalaba Member 7 7

S/n Name Position Total MeetingsConducted

Meetings Attended

1 Amb. Richard Mariki Chairman 7 7 2 Mr. NaftalNsemwa Member 7 7 3 Ms. Dorsca Mutabuzi Member 7 5 4 Mr. Ibra him Mwangalaba Member 7 7

Management TeamDuring the period under review, the Management of the Bank was under the Managing Director, assisted, by the following Senior Managers:-

• Head of Finance, • Head of Human Resources, • Head of Credit, • Head of Internal Audit and • Head of Information Communication and Technology.

Branch Network and Outreach The Bank had two branches as at 31 December 2016 namely Luther House Branch and Mwenge branch which opened its doors to the public in October 2016 while the 3rd branch, Kariakoo branch was on the final touches.

The Board has a charter to govern the roles and responsibilities as well as efficiency and effectiveness of Board performance. The Directors also recognize the importance of integrity, transparency and accountability. During the year the Board had two sub-committees to ensure a high standard of corporate governance. These sub – committees include Audit & Risk Committee and Credit Committee of the Board.

Meetings of Committees of the BoardAs at 31 December 2016 the Board had two Committees namely the Audit and Risk Committee and the Credit Committee. Members of each Committee are as shown below:

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Risk Management and Internal Control

The Board accepts responsibility for the risk management and internal control systems of the bank. It’s therefore the task of the Directors to ensure that adequate internal financial and operational control systems are developed and maintained on an ongoing basis in order to provide reasonable assurance regarding:

• The effectiveness and efficiency of operations • The safeguarding of the Bank’s assets • Compliance with applicable laws and regulations • The reliability of accounting records • Business sustainability in both normal and adverse conditions.

PERFORMANCE INDICATOR 2017 2016 Return on equity 8% 8% Total capital to total assets 23% 18% Return on assets 1.9% 1.3% Cost to income ratio 70% 83% Earn ings per share 63 38 Gross loans and advances to total deposits 62% 80% Net Loans and advances to total assets 47% 60% Non-performing loans, advances and overdrafts to total loans, advances and overdrafts 3% 4.9 % Interest expenses to interest income 35% 46% Interest margin to average earning assets 11% 10%

Future Developments The bank will continue to focus on business opportunities arising in the economy especially in lending and insurance businesses. The bank has the following plans for the year 2017. • To mobilize deposits to reach TZS. 74.0 Billion by 31st December 2017. • To intensify lending to reach TZS. 45.0 Billion. • To grow Total assets of the bank to reach TZS. 94 Billion • To introduce new products which includes Agency banking and Mobile Phone savings and credit product. • Raise Capital through IPO by Tzs. 15.0 billion. • To record a profit of TZS. 1.8 billion by the end of the financial period 31st December, 2017.

Human Resources: The bank has adequate employees with pre requisite competency and experience in key positions to manage the banking operations as well as pursuing the business objectives.

Principal Risks and Uncertainties As the bank continues to scale up operations, it ensures that the resultant commercial and operational risks are mitigated through enforcement of appropriate policies and procedures. The bank is exposed into various financial risks including credit, liquidity, market and strategic risks. The bank’s overall risk management policies are set out by the Board of Directors for implementation by the Management.

Key Performance Indicators The following key performance indicators are effective in measuring the delivery of the bank’s strategy and managing the business.

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Gender Parity The bank is an equal opportunity employer. As at 31st December, 2016 the bank had the following distributions of employees.

Gender 2016 2015 2014 2013

Females 21 9 6 4

Males 32 25 17 13

Total 53 34 23 17

The efficiency of any internal control system is dependent on the strict observance of prescribed measures. There is always a risk of non-compliance of such measures by staff. While no system of internal control can provide absolute assurance against misstatement or losses, the bank’s system is designed to provide the Board with reasonable assurance that the procedures in place are operating effectively.

The Board assessed the internal control systems throughout the financial year ending 31st December 2016 and is of opinion that they met accepted criteria.

Serious Prejudicial Matters. In the opinion of the Directors, there are no serious prejudicial matters that can affect the bank.

Solvency The Board of Directors confirms that applicable accounting standards have been followed and that the financial statements have been prepared on a going concern basis. The Board of Directors has reasonable expectation that the bank has adequate resources to continue in operational existence for the foreseeable future.

Employee’s Welfare

The relationship between Employees and Management continued to be good. Work morale is good and there were no unresolved complaints from employees which were reported to the Board. There was good teamwork between management and staff.

The bank is an equal opportunity employer. It gives equal access to employment opportunities and ensures that the best available person is appointed to any given position free from discrimination of any kind and without regard to factors like gender, marital status, tribe, religion and disability which does not impair ability to discharge duties.

During the period the bank did the following in respect of staff welfare:

• Trainings to staff were implemented along the period under review. • Staff loans were extended at preferential rate as a means of staff retentions mechanism. • Medical insurance cover to staff and their dependents limit observed. • The bank makes contributions to Social Security Fund Schemes in respect to staff at a rate of 10% of the employee’s gross salary.

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Statement of Directors’ Responsibilities

The Tanzania Companies Act No.12 of 2002 requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Bank as at the end of the financial year and of the operating results of the Bank for that year. It also requires the Directors to ensure that the Bank keeps proper accounting records which disclose with reasonable accuracy at any time the financial position of the Bank. They are also responsible for safeguarding the assets of the Bank.

The Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances.

The Directors accept responsibility for the annual financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with International Financial Reporting Standards and in the manner required by the Companies Act, 2002. The Directors are of the opinion that the financial statements give a true and fair view of the state of the financial affairs of the Bank and of its operating results. The Directors further accept responsibility for the maintenance of accounting records which may be relied upon in the preparation of financial statements, as well as adequate systems of internal financial control.

Nothing has come to the attention of the Directors to indicate that the Maendeleo Bank PLC will not remain a going concern for at least the next twelve months from the date of this statement.

Related Party TransactionsThe bank has complied with regulatory requirements on related party transactions.

Relationship with stake holders The bank continued to maintain a good relationship with all stakeholders including the regulators.

Corporate Social Responsibilities (CSR) It’s our policy that the bank shall provide grants through CSR in the following programme areas only; Education, Health, Environment and Humanitarian aid. Programmes must be within the Regions where the bank operates.

The bank participated actively in community activities all over the period. The bank touched the lives of needy society through community activity which includes; donation of different items to children with disability at Mtoni Diaconic Centre where we donated; Foods & utensils. St. Valentino Day Care – Buza where we donated; Foods, baskets for drinking water, Bedsheets & tables and Tanzania Home Cares – Sabasaba where we donated 75 pairs of shoes for 75 children. The total costs for the entire donations were Tzs. 22,791,198.

Auditors A resolution proposing an appointment of the Bank’s auditors for the year ending 31st December, 2017 will be put to this Annual General Meeting.

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BOARD OF DIRECTORS

SENIOR MANAGEMENT TEAM

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EXTERNAL AUDITOR’S REPORT AND FINANCIAL STATEMENTS OF THE BANK

INDEPENDENT AUDITOR’S REPORT TO MEMBERS OF MAENDELEO BANK PLC

Report on the Audit of the Financial Statements

Opinion We have audited the financial statements of Maendeleo Bank Plc, set out on pages 35 up to 50 which comprise the statement of financial position as at 31 December 2016, statement of profit or loss and other comprehensive income, statement of cash flows statement, and statement of changes in equity for the year ended 31 December 2016 and summary of significant accounting policies as well as other explanatory notes. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Maendeleo Bank Plc as at December 31, 2016, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Maendeleo Bank Plc in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in United Republic of Tanzania, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Area of focus How our audit addressed the area of focus and results of our audit

Allowance for impairment on loans and advances Refer to page 48 (Note 2.13 Accounting Policies) and page 56 (Note 3.1 and Critical Accounting Estimates and Judgements) Consideration is given at each financial statement position date to determine whether there is any indication of impairment of the carrying values of the bank’s loans and advances. Indications could be failure by borrowers to fully meet terms and conditions of the loans and advances, poor servicing of loans and advances and severe economic slowdown in a given sector. The determination of impairment provisions remains a highly subjective and judgmental area. Furthermore, the Bank is subject to significant regulatory scrutiny with respect to provisioning levels. In assessing impairment amount, the estimated future loan recoveries (future cash flows) are discounted to their present value based on the time value of money and the risk specific to an individual loan or the group of loans.

.

Deferred tax asset Refer to page 51 (Note 2.16 Significant Accounting Policies), and page 57

Our work covered impairment of loans and advances to customers. We understood and tested key controls and focused on: • the identification of impairment events and classification of loans • the governance over the impairment processes • the review and approval process that management have in place for the outputs of the Bank’s impairment model. We assessed the use of historic experience to estimate impairment events which have occurred but not reported and to derive estimates of future cashflows. We also focused on the calculation of required impairment provisions, including the use of a model, and in particular the critical assumptions used in the model and calculations. These assumptions include: 1. Timing of the expected cash flows 2. Expected future cash flows 3. Discount rates 4. Quality of security maintained 5. Time taken to realise security Further, we evaluated the accuracy of impairment tests applied. Results of our work Based on procedures performed and evidence obtained, we found management assumptions to be reasonable and therefore consider provisions to be appropriate. We understood and tested key controls over the production and approval of the forecast taxable profits used to support

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Area of focus How our audit addressed the area of focus and results of our audit

Allowance for impairment on loans and advances Refer to page 48 (Note 2.13 Accounting Policies) and page 56 (Note 3.1 and Critical Accounting Estimates and Judgements) Consideration is given at each financial statement position date to determine whether there is any indication of impairment of the carrying values of the bank’s loans and advances. Indications could be failure by borrowers to fully meet terms and conditions of the loans and advances, poor servicing of loans and advances and severe economic slowdown in a given sector. The determination of impairment provisions remains a highly subjective and judgmental area. Furthermore, the Bank is subject to significant regulatory scrutiny with respect to provisioning levels. In assessing impairment amount, the estimated future loan recoveries (future cash flows) are discounted to their present value based on the time value of money and the risk specific to an individual loan or the group of loans.

.

Deferred tax asset Refer to page 51 (Note 2.16 Significant Accounting Policies), and page 57

Our work covered impairment of loans and advances to customers. We understood and tested key controls and focused on: • the identification of impairment events and classification of loans • the governance over the impairment processes • the review and approval process that management have in place for the outputs of the Bank’s impairment model. We assessed the use of historic experience to estimate impairment events which have occurred but not reported and to derive estimates of future cashflows. We also focused on the calculation of required impairment provisions, including the use of a model, and in particular the critical assumptions used in the model and calculations. These assumptions include: 1. Timing of the expected cash flows 2. Expected future cash flows 3. Discount rates 4. Quality of security maintained 5. Time taken to realise security Further, we evaluated the accuracy of impairment tests applied. Results of our work Based on procedures performed and evidence obtained, we found management assumptions to be reasonable and therefore consider provisions to be appropriate. We understood and tested key controls over the production and approval of the forecast taxable profits used to support

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Area of focus How our audit addressed the area of focus and results of our audit

(Note 3.5 and Critical Accounting Estimates and Judgements). The recognition of a deferred tax asset in respect of tax losses is permitted only to the extent that it is probable that future taxable profits will be available to utilize the tax losses carried forward. When considering the availability of future taxable profits, judgement is required when assessing projections of future taxable incomewhich are based on approved business plans/forecasts. The allocation of forecast profits is also judgmental when considering the utilization of the deferred tax assets in the separate legal entities where the assets reside. Furthermore, there have recently been changes to legislation in relation to the level of profits which banking entities may offset with brought forward tax losses.

the recognition of various deferred tax assets. We found the key controls were designed, implemented and operated effectively, and therefore we were able to place reliance on these controls for the purposes of our audit. We assessed whether the forecast profits were appropriate by challenging both the underlying and economic assumptions, focusing on those directly impacting the adjusted profit figures, for example interest rates and gross domestic product. We used our independent benchmarking data to benchmark a number of the economic assumptions to external data sources where possible, and also assessed previous forecasts for evidence of bias. We have evaluated the impact recent tax law changes on the calculation of the Bank's deferred tax balances, including confirming that the loss restriction rules have been correctly applied. In addition, we ensured that management’s forecasts considered the impacts of structural reform. We found that the both the utilisation period and the carrying value of the deferred tax asset together with the related disclosures are reasonable. Results of our work We found that both utilisation period and carrying value of deferred tax asset together with related disclosure are reasonable.

Area of focus How our audit addressed the area of focus and results of our audit

Revenue recognition Reference is made to page 46 (Significant Accounting Policies). Interest income is recognized in the statement of profit or loss and other comprehensive income for all interest bearing instruments on an accrual basis using the effective interest method, based on the actual purchase price. The effective interest rate method is a method of calculating the amortized cost of financial assets or a financial liability and of allocating the interest or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. Once a financial asset or a group of similar financial assets have been written down as a result of impairment loss, interest income is recognized using the rate of interest that was used to discount the future cash flows for the purpose of measuring the impairment loss. Fees and commissions are generally recognized on an accrual basis when the service has been provided or significant act has been performed. Loan commitment fees for loans that are likely to be drawn down are deferred (together with related direct costs) and recognized as an adjustment to the effective interest rate on the loan. Commission and fees arising from negotiating or participating in the negotiation of, a transaction for a third party –such as arrangement of the acquisition of shares or other securities or the purchase or sale of business are recognized on completion of the underlying transaction.

Results of our work We considered the appropriateness of the Bank’s income and other similar income recognition accounting policies, including the recognition and classification criteria for revenue. Due to the high reliance of revenue recognition on IT, we evaluated the integrity of the IT general control environment and tested the operating effectiveness of key IT application controls. We performed tests on critical segregation of duties. We performed month to month trend analysis on interest income and interest expense and compared the results with our expectations. We assessed transactions taking place at either side of the statement of financial position date to evaluate whether interest income and interest expense were recognized in the correct period Results of our work Based on procedures performed and evidence obtained, we found that revenue was fairly stated. However, the following matter was observed: The loan interest figures as per the general ledger were different from those on the loan status reports by TZS 22,941,071. Ideally the two should agree since the source of information recorded in the general ledger is the loan module. This anomaly is attributed to lack of regular reconciliations between the general ledger and the loan module. The different noted is not significant to impact the financial statements for the year ended 31 December 2016.

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Area of focus How our audit addressed the area of focus and results of our audit

(Note 3.5 and Critical Accounting Estimates and Judgements). The recognition of a deferred tax asset in respect of tax losses is permitted only to the extent that it is probable that future taxable profits will be available to utilize the tax losses carried forward. When considering the availability of future taxable profits, judgement is required when assessing projections of future taxable incomewhich are based on approved business plans/forecasts. The allocation of forecast profits is also judgmental when considering the utilization of the deferred tax assets in the separate legal entities where the assets reside. Furthermore, there have recently been changes to legislation in relation to the level of profits which banking entities may offset with brought forward tax losses.

the recognition of various deferred tax assets. We found the key controls were designed, implemented and operated effectively, and therefore we were able to place reliance on these controls for the purposes of our audit. We assessed whether the forecast profits were appropriate by challenging both the underlying and economic assumptions, focusing on those directly impacting the adjusted profit figures, for example interest rates and gross domestic product. We used our independent benchmarking data to benchmark a number of the economic assumptions to external data sources where possible, and also assessed previous forecasts for evidence of bias. We have evaluated the impact recent tax law changes on the calculation of the Bank's deferred tax balances, including confirming that the loss restriction rules have been correctly applied. In addition, we ensured that management’s forecasts considered the impacts of structural reform. We found that the both the utilisation period and the carrying value of the deferred tax asset together with the related disclosures are reasonable. Results of our work We found that both utilisation period and carrying value of deferred tax asset together with related disclosure are reasonable.

Area of focus How our audit addressed the area of focus and results of our audit

Revenue recognition Reference is made to page 46 (Significant Accounting Policies). Interest income is recognized in the statement of profit or loss and other comprehensive income for all interest bearing instruments on an accrual basis using the effective interest method, based on the actual purchase price. The effective interest rate method is a method of calculating the amortized cost of financial assets or a financial liability and of allocating the interest or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. Once a financial asset or a group of similar financial assets have been written down as a result of impairment loss, interest income is recognized using the rate of interest that was used to discount the future cash flows for the purpose of measuring the impairment loss. Fees and commissions are generally recognized on an accrual basis when the service has been provided or significant act has been performed. Loan commitment fees for loans that are likely to be drawn down are deferred (together with related direct costs) and recognized as an adjustment to the effective interest rate on the loan. Commission and fees arising from negotiating or participating in the negotiation of, a transaction for a third party –such as arrangement of the acquisition of shares or other securities or the purchase or sale of business are recognized on completion of the underlying transaction.

Results of our work We considered the appropriateness of the Bank’s income and other similar income recognition accounting policies, including the recognition and classification criteria for revenue. Due to the high reliance of revenue recognition on IT, we evaluated the integrity of the IT general control environment and tested the operating effectiveness of key IT application controls. We performed tests on critical segregation of duties. We performed month to month trend analysis on interest income and interest expense and compared the results with our expectations. We assessed transactions taking place at either side of the statement of financial position date to evaluate whether interest income and interest expense were recognized in the correct period Results of our work Based on procedures performed and evidence obtained, we found that revenue was fairly stated. However, the following matter was observed: The loan interest figures as per the general ledger were different from those on the loan status reports by TZS 22,941,071. Ideally the two should agree since the source of information recorded in the general ledger is the loan module. This anomaly is attributed to lack of regular reconciliations between the general ledger and the loan module. The different noted is not significant to impact the financial statements for the year ended 31 December 2016.

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Area of focus How our audit addressed the area of focus and results of our audit

There is a risk that revenue may be overstated because fraud as a result of pressure management may feel to achieve performance targets.

Other key observations

• The number of shares issued and fully paid as per the Bank’s records di�er with those in the records of Dar es Salaam Stock Exchange (DSE). The reconciliation is going on to �nd out the where about of the 37,645 di�erence in shares. Management has adopted the register from DSE. The di�erence is currently in a suspense account opened at DSE under the name of Core Securities.

• We noted signi�cant delays in reversal of transactions that are passed in the core banking system, Bankers Realm. Net, to facilitate the restructuring and consolidation of loans. This practice exposes the bank to fraud in the event that the concerned borrowers decide to withdraw th e funds that are credited to their bank accounts by management. Furthermore, at the time of the audit, an amount of TZS 17,000,000 that was deposited (credited) in Fabian Maganga Ninga’s bank account during August 2016 has not yet been reversed (17th Februa ry 2017) and it was also still in the suspense account;

• We noted that the credit policy does not have procedures to guide requirements for restructuring/ consolidating loans and fees to be collected from the customers for the restructuring or consolidati on service;

• From our review of all transactions during the year, we noted that there were gaps in transactions identi�cation in the Banker Realm.Net system. There were a total of 47,445 missing transactions in 60 gaps. Furthermore, we noted that there i s a di�erence in 113 general ledger accounts between 2015 and 2016 that cannot be explained by the net movement of all transactions. Our expectation was that all income and expense accounts were supposed to be zerorised using entry with code 999.

Responsibilities of Management and those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs, and the provisions of the Banking and Financial Institution Act, 2006 and Companies Act, No. 12 of 2002 and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

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Area of focus How our audit addressed the area of focus and results of our audit

There is a risk that revenue may be overstated because fraud as a result of pressure management may feel to achieve performance targets.

Other key observations

• The number of shares issued and fully paid as per the Bank’s records di�er with those in the records of Dar es Salaam Stock Exchange (DSE). The reconciliation is going on to �nd out the where about of the 37,645 di�erence in shares. Management has adopted the register from DSE. The di�erence is currently in a suspense account opened at DSE under the name of Core Securities.

• We noted signi�cant delays in reversal of transactions that are passed in the core banking system, Bankers Realm. Net, to facilitate the restructuring and consolidation of loans. This practice exposes the bank to fraud in the event that the concerned borrowers decide to withdraw th e funds that are credited to their bank accounts by management. Furthermore, at the time of the audit, an amount of TZS 17,000,000 that was deposited (credited) in Fabian Maganga Ninga’s bank account during August 2016 has not yet been reversed (17th Februa ry 2017) and it was also still in the suspense account;

• We noted that the credit policy does not have procedures to guide requirements for restructuring/ consolidating loans and fees to be collected from the customers for the restructuring or consolidati on service;

• From our review of all transactions during the year, we noted that there were gaps in transactions identi�cation in the Banker Realm.Net system. There were a total of 47,445 missing transactions in 60 gaps. Furthermore, we noted that there i s a di�erence in 113 general ledger accounts between 2015 and 2016 that cannot be explained by the net movement of all transactions. Our expectation was that all income and expense accounts were supposed to be zerorised using entry with code 999.

Responsibilities of Management and those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs, and the provisions of the Banking and Financial Institution Act, 2006 and Companies Act, No. 12 of 2002 and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

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• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determined that a matter should not be communicated in

our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

This report, including the opinion, has been prepared for, and only for, the company’s members as a body in accordance with the Companies Act, No. 12 of 2002, the Banking and Financial Institutions Act 2006 and the Banking and Financial Institutions (External Auditors) Regulations, 2014 and for no other purposes.

As required by the Companies Act No. 12 of 2002, we are also required to report to you if, in our opinion, the Directors’ Report is not consistent with the financial statements, if the company has not kept proper accounting records, if the financial statements are not in agreement with the accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding Directors’ remuneration and transactions with the company is not disclosed. In respect of the foregoing requirements, we have no matter to report.

As required by the Banking and Financial Institutions Act 2006 and the Banking and Financial Institutions (External Auditors) Regulations, 2014, we are also required to report to you if, in our opinion, the Bank has complied with the Banking and Financial Institutions Act 2006 and its regulations. In respect of the foregoing requirements, we have no matter to report.

The engagement partner on the audit resulting in this independent auditor’s report is Christopher Mageka.

INNOVEX Auditors

Certified Public Accountants

Dar es Salaam

Christopher Mageka, CPA - PP Date 12/04/2017

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• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determined that a matter should not be communicated in

our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

This report, including the opinion, has been prepared for, and only for, the company’s members as a body in accordance with the Companies Act, No. 12 of 2002, the Banking and Financial Institutions Act 2006 and the Banking and Financial Institutions (External Auditors) Regulations, 2014 and for no other purposes.

As required by the Companies Act No. 12 of 2002, we are also required to report to you if, in our opinion, the Directors’ Report is not consistent with the financial statements, if the company has not kept proper accounting records, if the financial statements are not in agreement with the accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding Directors’ remuneration and transactions with the company is not disclosed. In respect of the foregoing requirements, we have no matter to report.

As required by the Banking and Financial Institutions Act 2006 and the Banking and Financial Institutions (External Auditors) Regulations, 2014, we are also required to report to you if, in our opinion, the Bank has complied with the Banking and Financial Institutions Act 2006 and its regulations. In respect of the foregoing requirements, we have no matter to report.

The engagement partner on the audit resulting in this independent auditor’s report is Christopher Mageka.

INNOVEX Auditors

Certified Public Accountants

Dar es Salaam

Christopher Mageka, CPA - PP Date 12/04/2017

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STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016 2016 2015 ASSETS Notes TZS`000 TZS`000 Cash and balances with Bank of Tanzania

5 5,302,308 6,793,705

Placements and balances with other banks

6 8,777,313 27,466,284

Government securities 7 - 994,364 Loans and advances to customers 8 24,913,340 17,714,204 Inventories 9 10,484 14,294 Other assets 10 958,502 238,015 Intangible assets 11 171,647 173,142 Property and equipment 12 518,952 444,984 Leasehold improvements 13 767,020 544,203 Deferred tax 16 260,135 122,773 Total assets 41,679,701 54,505,968 LIABILITIES Deposits from customers 14(a) 29,151,131 48,722,834 Deposits from banks 14(b) 3,300,000 - Other liabilities 15 1,797,667 362,188 Income tax payable

17 147,069 66,610

Total liabilities 34,395,867 49,151,632 SHAREHOLDERS` EQUITY Share capital 18 7,295,346 4,514,528 Share premium 55,616 - Advance towards share capital 19 - 1,461,477 Regulatory reserves 20(a) 37,031 315,599 General provision reserves 20(b) 216,779 - Retained earnings (320,938) (937,268) Total shareholder's equity 7,283,834 5,354,336 Total liabilities and equity 41,679,701 54,505,968 The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31

DECEMBER 2016

Notes 2016 2015 TZS`000 TZS`000

Interest income 21 7,438,888 5,589,976 Interest expense 22 (3,408,632) (2,922,061) Net interest income 4,030,256 2,667,915 Written off bad loans (282,298) - Loan and advances impairment charges

(599,357) (352,314)

Net interest income after impairment

3,148,601 2,315,601

Fees and commission income 23 (a) 1,036,141 890,427 Fees and commission expense 23(b) (47,027) (37,999) Net fees and commission income 989,114 852,428 Net operating income 4,137,715 3,168,029 Foreign exchange gain/(loss) 24 26,213 (14,974) Employee benefit expenses 25 (1,407,946) (1,037,862) General and administration costs 26 (1,727,380) (1,644,082) Depreciation and amortization 27 (267,703) (295,044) Operating expenses (3,376,816) (2,991,962) Profit for the year before tax 760,899 176,067 Income tax (expenses)/credit 28 (206,358) 1,725 Profit/(loss) for the year 554,541 177,792 Other comprehensive income - - Comprehensive income for the year 554,541 177,792 Basic and diluted earnings per share

29 37.99 19.69

The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

12th April

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016 2016 2015 ASSETS Notes TZS`000 TZS`000 Cash and balances with Bank of Tanzania

5 5,302,308 6,793,705

Placements and balances with other banks

6 8,777,313 27,466,284

Government securities 7 - 994,364 Loans and advances to customers 8 24,913,340 17,714,204 Inventories 9 10,484 14,294 Other assets 10 958,502 238,015 Intangible assets 11 171,647 173,142 Property and equipment 12 518,952 444,984 Leasehold improvements 13 767,020 544,203 Deferred tax 16 260,135 122,773 Total assets 41,679,701 54,505,968 LIABILITIES Deposits from customers 14(a) 29,151,131 48,722,834 Deposits from banks 14(b) 3,300,000 - Other liabilities 15 1,797,667 362,188 Income tax payable

17 147,069 66,610

Total liabilities 34,395,867 49,151,632 SHAREHOLDERS` EQUITY Share capital 18 7,295,346 4,514,528 Share premium 55,616 - Advance towards share capital 19 - 1,461,477 Regulatory reserves 20(a) 37,031 315,599 General provision reserves 20(b) 216,779 - Retained earnings (320,938) (937,268) Total shareholder's equity 7,283,834 5,354,336 Total liabilities and equity 41,679,701 54,505,968 The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

37 49

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35

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016 2016 2015 ASSETS Notes TZS`000 TZS`000 Cash and balances with Bank of Tanzania

5 5,302,308 6,793,705

Placements and balances with other banks

6 8,777,313 27,466,284

Government securities 7 - 994,364 Loans and advances to customers 8 24,913,340 17,714,204 Inventories 9 10,484 14,294 Other assets 10 958,502 238,015 Intangible assets 11 171,647 173,142 Property and equipment 12 518,952 444,984 Leasehold improvements 13 767,020 544,203 Deferred tax 16 260,135 122,773 Total assets 41,679,701 54,505,968 LIABILITIES Deposits from customers 14(a) 29,151,131 48,722,834 Deposits from banks 14(b) 3,300,000 - Other liabilities 15 1,797,667 362,188 Income tax payable

17 147,069 66,610

Total liabilities 34,395,867 49,151,632 SHAREHOLDERS` EQUITY Share capital 18 7,295,346 4,514,528 Share premium 55,616 - Advance towards share capital 19 - 1,461,477 Regulatory reserves 20(a) 37,031 315,599 General provision reserves 20(b) 216,779 - Retained earnings (320,938) (937,268) Total shareholder's equity 7,283,834 5,354,336 Total liabilities and equity 41,679,701 54,505,968 The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31

DECEMBER 2016

Notes 2016 2015 TZS`000 TZS`000

Interest income 21 7,438,888 5,589,976 Interest expense 22 (3,408,632) (2,922,061) Net interest income 4,030,256 2,667,915 Written off bad loans (282,298) - Loan and advances impairment charges

(599,357) (352,314)

Net interest income after impairment

3,148,601 2,315,601

Fees and commission income 23 (a) 1,036,141 890,427 Fees and commission expense 23(b) (47,027) (37,999) Net fees and commission income 989,114 852,428 Net operating income 4,137,715 3,168,029 Foreign exchange gain/(loss) 24 26,213 (14,974) Employee benefit expenses 25 (1,407,946) (1,037,862) General and administration costs 26 (1,727,380) (1,644,082) Depreciation and amortization 27 (267,703) (295,044) Operating expenses (3,376,816) (2,991,962) Profit for the year before tax 760,899 176,067 Income tax (expenses)/credit 28 (206,358) 1,725 Profit/(loss) for the year 554,541 177,792 Other comprehensive income - - Comprehensive income for the year 554,541 177,792 Basic and diluted earnings per share

29 37.99 19.69

The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

12th April

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016 2016 2015 ASSETS Notes TZS`000 TZS`000 Cash and balances with Bank of Tanzania

5 5,302,308 6,793,705

Placements and balances with other banks

6 8,777,313 27,466,284

Government securities 7 - 994,364 Loans and advances to customers 8 24,913,340 17,714,204 Inventories 9 10,484 14,294 Other assets 10 958,502 238,015 Intangible assets 11 171,647 173,142 Property and equipment 12 518,952 444,984 Leasehold improvements 13 767,020 544,203 Deferred tax 16 260,135 122,773 Total assets 41,679,701 54,505,968 LIABILITIES Deposits from customers 14(a) 29,151,131 48,722,834 Deposits from banks 14(b) 3,300,000 - Other liabilities 15 1,797,667 362,188 Income tax payable

17 147,069 66,610

Total liabilities 34,395,867 49,151,632 SHAREHOLDERS` EQUITY Share capital 18 7,295,346 4,514,528 Share premium 55,616 - Advance towards share capital 19 - 1,461,477 Regulatory reserves 20(a) 37,031 315,599 General provision reserves 20(b) 216,779 - Retained earnings (320,938) (937,268) Total shareholder's equity 7,283,834 5,354,336 Total liabilities and equity 41,679,701 54,505,968 The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

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STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2016

Notes 2016

TZS`000 2015

TZS`000 Cash flows from operating activities Profit for the year before tax 760,899 176,067 Adjustments for: Amortization of intangible assets 11 15,527 88,556 Loss on disposal - 2,674 Impairment on loans and advances 599,357 - Provision for written off loans and advances 282,298 - Depreciation of property and equipment 12 183,062 163,740 Amortization of leasehold improvements 13 84,773 42,748

1,925,916 473,785 Changes in operating assets and liabilities Increase in loans and advances (7,685,288) (10,063,317) Decrease in inventories 3,810 945 Increase in placements with other banks 18,688,971 (14,019,650) (Increase) /decrease in other assets (294,087) 770 (Decrease)/increase in customer's deposits (16,271,703) 32,898,513 Movement in statutory minimum reserve 1,471,908 (3,246,009) Increase in other liabilities 1,435,478 190,186 Cash generated from operating activities (724,995) 6,235,223 Income tax paid (196,650) (40,868) Net cash (used)/ generated in operating activities

(921,645) 6,194,355

Cash flows from investing activities Purchase of government securities 7 994,364 (994,364) Acquisition of intangible assets 11 (14,032) (94,157) Acquisition of property and equipment 12 (257,031) (284,808) Leasehold improvements costs incurred 13 (307,589) (301,717) Proceeds from sale of fixed assets - 18,000 Net cash used in investing activities 415,712 (1,657,046) Cash flows from financing activities Paid up share capital/right Issue 1,374,957 1,461,477 Net cash generated from financing activities 1,374,957 1,461,477 Net increase/(decrease) in cash and cash equivalents 869,024 5,998,786 Cash and cash equivalents 1 January 9,100,736 3,101,950 Cash and cash equivalents 31 December 33 9,969,760 9,100,736

The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2016

5. CASH AND BALANCES WITH BANK OF TANZANIA

2016 TZS`000

2015 TZS`000

Cash in hand (Note 33)

927,257

750,793

Clearing account with Bank of Tanzania (Note 33) 1,322,451 585,573

Statutory minimum reserve* 3,052,600

1,278,500

5,302,308

2,614,866

*Section 44 of the Bank of Tanzania Act of 2006 and Sections 4 and 71 of the Banking and Financial Institution Act of 2006 requires the Bank to maintain a statutory minimum reserve (SMR) on its total deposits and liabilities and funds borrowed from general public. Minimum reserve requirement was 10% (2015:10 %) of the average deposits. The Statutory Minimum Reserve (SMR) deposit is not available to finance the Bank’s day-to-day operations and is hence excluded from cash and cash equivalents for the purpose of the cash flow statement (See Note 33). The cash on hand and balances with Bank of Tanzania are non-interest bearing.

2016

2015

6. PLACEMENTS AND BALANCES WITH OTHER BANKS TZS`000

TZS`000

Placements with local banks 7,657,575 26,173,955

Balances with local banks 707,564

949,257

Cheques and items for clearance with other banks 412,174 343,072

8,777,313 27,466,284

Maturity analysis

Redeemable on demand -Balances with local banks (Note 33) 707,564 949,257

-Cheques and items for clearing with other banks (Note 33) 412,174

343,072 Placements with local banks

-Maturity within 3 months from acquisition (Note 33)

6,600,315

5,539,211

-Maturity after 3 months but within 6 months from date of acquisition

1,057,260

7,736,954

-Maturity after 6 months from date of acquisition

-

12,897,790 8,777,313 27,466,284

7. GOVERNMENT SECURITIES Held to maturity Treasury bills - 994,364

Treasury bills are debts securities issued by the Government of the United Republic of Tanzania. As at 31 December 2016 the Bank had not treasury bills (2015: Nil)

12th April

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016 2016 2015 ASSETS Notes TZS`000 TZS`000 Cash and balances with Bank of Tanzania

5 5,302,308 6,793,705

Placements and balances with other banks

6 8,777,313 27,466,284

Government securities 7 - 994,364 Loans and advances to customers 8 24,913,340 17,714,204 Inventories 9 10,484 14,294 Other assets 10 958,502 238,015 Intangible assets 11 171,647 173,142 Property and equipment 12 518,952 444,984 Leasehold improvements 13 767,020 544,203 Deferred tax 16 260,135 122,773 Total assets 41,679,701 54,505,968 LIABILITIES Deposits from customers 14(a) 29,151,131 48,722,834 Deposits from banks 14(b) 3,300,000 - Other liabilities 15 1,797,667 362,188 Income tax payable

17 147,069 66,610

Total liabilities 34,395,867 49,151,632 SHAREHOLDERS` EQUITY Share capital 18 7,295,346 4,514,528 Share premium 55,616 - Advance towards share capital 19 - 1,461,477 Regulatory reserves 20(a) 37,031 315,599 General provision reserves 20(b) 216,779 - Retained earnings (320,938) (937,268) Total shareholder's equity 7,283,834 5,354,336 Total liabilities and equity 41,679,701 54,505,968 The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

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NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2016

5. CASH AND BALANCES WITH BANK OF TANZANIA

2016 TZS`000

2015 TZS`000

Cash in hand (Note 33)

927,257

750,793

Clearing account with Bank of Tanzania (Note 33) 1,322,451 585,573

Statutory minimum reserve* 3,052,600

1,278,500

5,302,308

2,614,866

*Section 44 of the Bank of Tanzania Act of 2006 and Sections 4 and 71 of the Banking and Financial Institution Act of 2006 requires the Bank to maintain a statutory minimum reserve (SMR) on its total deposits and liabilities and funds borrowed from general public. Minimum reserve requirement was 10% (2015:10 %) of the average deposits. The Statutory Minimum Reserve (SMR) deposit is not available to finance the Bank’s day-to-day operations and is hence excluded from cash and cash equivalents for the purpose of the cash flow statement (See Note 33). The cash on hand and balances with Bank of Tanzania are non-interest bearing.

2016

2015

6. PLACEMENTS AND BALANCES WITH OTHER BANKS TZS`000

TZS`000

Placements with local banks 7,657,575 26,173,955

Balances with local banks 707,564

949,257

Cheques and items for clearance with other banks 412,174 343,072

8,777,313 27,466,284

Maturity analysis

Redeemable on demand -Balances with local banks (Note 33) 707,564 949,257

-Cheques and items for clearing with other banks (Note 33) 412,174

343,072 Placements with local banks

-Maturity within 3 months from acquisition (Note 33)

6,600,315

5,539,211

-Maturity after 3 months but within 6 months from date of acquisition

1,057,260

7,736,954

-Maturity after 6 months from date of acquisition

-

12,897,790 8,777,313 27,466,284

7. GOVERNMENT SECURITIES Held to maturity Treasury bills - 994,364

Treasury bills are debts securities issued by the Government of the United Republic of Tanzania. As at 31 December 2016 the Bank had not treasury bills (2015: Nil)

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7. GOVERNMENT SECURITIES (Continued) 2016 2015 TZS`000 TZS`000

Maturity analysis of Government securities is as follows:

Maturity after 3 months from date of acquisitions Treasury bills - 994,364 - 994,364

There were no Government securities maturing within 3 months from date of acquisition which form part of Bank cash and cash equivalent for the purpose of statement of cash flows (Note 33)

2016 2015 8. LOANS AND ADVANCES TO CUSTOMERS TZS`000

TZS`000

Term loans

20,655,987

16,482,314

Overdrafts 3,160,454 614,096 Staff loans and advances 739,053 406,265

Interest receivable 1,291,090 658,621

Gross loans and advances to customers

25,846,584

18,161,296

Less: Provisions for impairment

(933,244)

(447,092)

Net loans and advances to customers

24,913,340

17,714,204

Maturity analysis

The maturity analysis is based on the remaining period to contractual maturity from 31 December.

2016 2015 TZS`000 TZS`000

Maturing within 1 year

8,333,055

7,261,118

Maturing after 1 year but within 3 years

16,580,285

10,453,086

Net loans and advances

24,913,340

17,714,204

.

Credit impairment for loans and advances to customers

The movements in provisions for impairment losses on loans and advances as per International Financial Reporting Standards (IFRS) are as follows:

2016 2015 TZS`000 TZS`000 At 1 January 447,092 94,778 Increase in allowances for loan repayment 599,357 352,314 Write off of bad loans (113,205) - At 31 December 933,244 447,092

9. INVENTORY

ATM cards

10,484

13,894

Stationery - 400 10,484 14,294

2016

2015 TZS`000 TZS`000

7. GOVERNMENT SECURITIES (Continued) 2016 2015 TZS`000 TZS`000

Maturity analysis of Government securities is as follows:

Maturity after 3 months from date of acquisitions Treasury bills - 994,364 - 994,364

There were no Government securities maturing within 3 months from date of acquisition which form part of Bank cash and cash equivalent for the purpose of statement of cash flows (Note 33)

2016 2015 8. LOANS AND ADVANCES TO CUSTOMERS TZS`000

TZS`000

Term loans

20,655,987

16,482,314

Overdrafts 3,160,454 614,096 Staff loans and advances 739,053 406,265

Interest receivable 1,291,090 658,621

Gross loans and advances to customers

25,846,584

18,161,296

Less: Provisions for impairment

(933,244)

(447,092)

Net loans and advances to customers

24,913,340

17,714,204

Maturity analysis

The maturity analysis is based on the remaining period to contractual maturity from 31 December.

2016 2015 TZS`000 TZS`000

Maturing within 1 year

8,333,055

7,261,118

Maturing after 1 year but within 3 years

16,580,285

10,453,086

Net loans and advances

24,913,340

17,714,204

.

Credit impairment for loans and advances to customers

The movements in provisions for impairment losses on loans and advances as per International Financial Reporting Standards (IFRS) are as follows:

2016 2015 TZS`000 TZS`000 At 1 January 447,092 94,778 Increase in allowances for loan repayment 599,357 352,314 Write off of bad loans (113,205) - At 31 December 933,244 447,092

9. INVENTORY

ATM cards

10,484

13,894

Stationery - 400 10,484 14,294

2016

2015 TZS`000 TZS`000 10. OTHER ASSETS

Prepayments 228,810

84,848

Staff salary advances 15,567

14,290

Withholding tax receivable 95,533 71,522

Other assets 618,592

67,355

958,502 238,015

All other assets are current and no provision for impairment was made (2015: Nil).

2016 2015 11. INTANGIBLE ASSETS TZS`000 TZS`000

Year 2016

Cost

At 1 January 344,001 244,847

Additions 14,032 94,157

At 31 December 358,033 339,004

Amortisation

At 1 January (170,859) 77,306

Charge for the year (15,527) 88,556

At 31 December (186,386) 165,862

Net Book Value

At 31 December 171,647 173,142

The intangible assets represent the computer software acquired by the Bank. No intangible assets have been pledged as security for liabilities (2015:173,142). There are no restrictions on the software other than those outlined in the software licence.

As at 31 December 2016, there were no significant intangible assets controlled by the entity which have not been recognised as assets.

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7. GOVERNMENT SECURITIES (Continued) 2016 2015 TZS`000 TZS`000

Maturity analysis of Government securities is as follows:

Maturity after 3 months from date of acquisitions Treasury bills - 994,364 - 994,364

There were no Government securities maturing within 3 months from date of acquisition which form part of Bank cash and cash equivalent for the purpose of statement of cash flows (Note 33)

2016 2015 8. LOANS AND ADVANCES TO CUSTOMERS TZS`000

TZS`000

Term loans

20,655,987

16,482,314

Overdrafts 3,160,454 614,096 Staff loans and advances 739,053 406,265

Interest receivable 1,291,090 658,621

Gross loans and advances to customers

25,846,584

18,161,296

Less: Provisions for impairment

(933,244)

(447,092)

Net loans and advances to customers

24,913,340

17,714,204

Maturity analysis

The maturity analysis is based on the remaining period to contractual maturity from 31 December.

2016 2015 TZS`000 TZS`000

Maturing within 1 year

8,333,055

7,261,118

Maturing after 1 year but within 3 years

16,580,285

10,453,086

Net loans and advances

24,913,340

17,714,204

.

Credit impairment for loans and advances to customers

The movements in provisions for impairment losses on loans and advances as per International Financial Reporting Standards (IFRS) are as follows:

2016 2015 TZS`000 TZS`000 At 1 January 447,092 94,778 Increase in allowances for loan repayment 599,357 352,314 Write off of bad loans (113,205) - At 31 December 933,244 447,092

9. INVENTORY

ATM cards

10,484

13,894

Stationery - 400 10,484 14,294

2016

2015 TZS`000 TZS`000

7. GOVERNMENT SECURITIES (Continued) 2016 2015 TZS`000 TZS`000

Maturity analysis of Government securities is as follows:

Maturity after 3 months from date of acquisitions Treasury bills - 994,364 - 994,364

There were no Government securities maturing within 3 months from date of acquisition which form part of Bank cash and cash equivalent for the purpose of statement of cash flows (Note 33)

2016 2015 8. LOANS AND ADVANCES TO CUSTOMERS TZS`000

TZS`000

Term loans

20,655,987

16,482,314

Overdrafts 3,160,454 614,096 Staff loans and advances 739,053 406,265

Interest receivable 1,291,090 658,621

Gross loans and advances to customers

25,846,584

18,161,296

Less: Provisions for impairment

(933,244)

(447,092)

Net loans and advances to customers

24,913,340

17,714,204

Maturity analysis

The maturity analysis is based on the remaining period to contractual maturity from 31 December.

2016 2015 TZS`000 TZS`000

Maturing within 1 year

8,333,055

7,261,118

Maturing after 1 year but within 3 years

16,580,285

10,453,086

Net loans and advances

24,913,340

17,714,204

.

Credit impairment for loans and advances to customers

The movements in provisions for impairment losses on loans and advances as per International Financial Reporting Standards (IFRS) are as follows:

2016 2015 TZS`000 TZS`000 At 1 January 447,092 94,778 Increase in allowances for loan repayment 599,357 352,314 Write off of bad loans (113,205) - At 31 December 933,244 447,092

9. INVENTORY

ATM cards

10,484

13,894

Stationery - 400 10,484 14,294

2016

2015 TZS`000 TZS`000 10. OTHER ASSETS

Prepayments 228,810

84,848

Staff salary advances 15,567

14,290

Withholding tax receivable 95,533 71,522

Other assets 618,592

67,355

958,502 238,015

All other assets are current and no provision for impairment was made (2015: Nil).

2016 2015 11. INTANGIBLE ASSETS TZS`000 TZS`000

Year 2016

Cost

At 1 January 344,001 244,847

Additions 14,032 94,157

At 31 December 358,033 339,004

Amortisation

At 1 January (170,859) 77,306

Charge for the year (15,527) 88,556

At 31 December (186,386) 165,862

Net Book Value

At 31 December 171,647 173,142

The intangible assets represent the computer software acquired by the Bank. No intangible assets have been pledged as security for liabilities (2015:173,142). There are no restrictions on the software other than those outlined in the software licence.

As at 31 December 2016, there were no significant intangible assets controlled by the entity which have not been recognised as assets.

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40

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13. LEASEHOLD IMPROVEMENTS 2016 2015

TZS`000 TZS`000

Cost At 1 January 654,686 352,969 Additions 307,589 301,717 At 31 December 962,275 654,686 Amortization At 1 January (110,483) 67,735 Charge for the year (84,772) 42,748 At December (195,255) 110,483 Net book value 767,020 544,203

14. DEPOSITS (a) DEPOSITS FROM CUSTOMERS Current accounts 8,937,863 10,538,842 Savings accounts 4,659,850 4,336,305 Time deposit accounts 15,553,418 33,847,687 29,151,131 48,722,834 Savings and time deposits are interest bearing accounts. The interest bearing

customer deposits accounts carry variable interest rates. Maturity analysis Repayable on demand 13,597,713 14,875,148 Maturing within three months 2,378,552 14,744,047 After 3 months but within one year 13,174,866 10,262,849 Maturing after one year - 8,840,790 29,151,131 48,722,834 (b) DEPOSITS FROM BANKS Deposits from banks 3,300,000 - Deposits from banks are interest bearing with variable interest rates. Maturity analysis Maturing within three months 3,000,000 - After 3 months but within one year 300,000 - Maturing after one year - - 3,300,000 -

Page 41: Annual General Meeting 2016 - maendeleobank.co.tz AGM... · kisumbo g. lawuo 253. kugya msafiri 254. lawrence muze 255. lawrencia n. makoye 256. ... patrick r. duge 327. paulina gervas

41

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13. LEASEHOLD IMPROVEMENTS 2016 2015

TZS`000 TZS`000

Cost At 1 January 654,686 352,969 Additions 307,589 301,717 At 31 December 962,275 654,686 Amortization At 1 January (110,483) 67,735 Charge for the year (84,772) 42,748 At December (195,255) 110,483 Net book value 767,020 544,203

14. DEPOSITS (a) DEPOSITS FROM CUSTOMERS Current accounts 8,937,863 10,538,842 Savings accounts 4,659,850 4,336,305 Time deposit accounts 15,553,418 33,847,687 29,151,131 48,722,834 Savings and time deposits are interest bearing accounts. The interest bearing

customer deposits accounts carry variable interest rates. Maturity analysis Repayable on demand 13,597,713 14,875,148 Maturing within three months 2,378,552 14,744,047 After 3 months but within one year 13,174,866 10,262,849 Maturing after one year - 8,840,790 29,151,131 48,722,834 (b) DEPOSITS FROM BANKS Deposits from banks 3,300,000 - Deposits from banks are interest bearing with variable interest rates. Maturity analysis Maturing within three months 3,000,000 - After 3 months but within one year 300,000 - Maturing after one year - - 3,300,000 -

Page 42: Annual General Meeting 2016 - maendeleobank.co.tz AGM... · kisumbo g. lawuo 253. kugya msafiri 254. lawrence muze 255. lawrencia n. makoye 256. ... patrick r. duge 327. paulina gervas

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2016 2015 15. OTHER LIABILITIES TZS`000 TZS`000 Accrued expenses 44,827 48,027 Insurance payables 24,870 198,591 Others 1,727,970 115,570 1,797,667 362,188 Maturity analysis Maturity within 3 months 1,797,667 362,188

16. DEFERRED INCOME TAX ASSET Deferred income tax asset (260,134) (122,773)

Deferred income tax is calculated on all temporary differences under the liability method using a principal tax rate of 30%. The movement on the deferred income tax account is as follows:

2016 2015 TZS`000 TZS`000 At start of the year (122,773) (13,570) Credit to statement of profit or loss and other

comprehensive income (Note 27)

(137,361)

(109,203) At end of year (260,134) (122,773) Deferred income tax liability and deferred income tax credit to the statement of profit

or loss and other comprehensive income are attributed to the following items: 2016 2015 Deferred income tax TZS`000 TZS`000 Accelerated capital allowance 11,975 15,846 Provisions (279,973) (134,127) Unrealized exchange (loss)/gains 7,864 (4,492) (260,134) (122,773) 17. INCOME TAX PAYABLE At 1 January 66,610 - Tax charge to statement of profit or loss and other

comprehensive income (Note 27)

343,719

107,478 Tax paid during the year (263,260) (40,868) At 31 December 147,069 66,610 18. CAPITAL AND RESERVES Authorized 60,000,000 shares of TZS 500 each 30,000,000 30,000,000 Issued and fully paid-up share Capital 9,029,056 shares of TZS 500 each 4,514,528 4,514,528 5,561,635 Right issue of TZS 500 each 2,780,818 - 7,295,346 4,514,528 19. ADVANCE TOWARDS SHARE CAPITAL The shareholders approved issuance of rights issue at the Annual General Meeting.

The rights issue exercise commenced on 9 November 2015 and closed on 29 January 2016. As of 31 December 2015, TZS 1,461,477,000 was paid by shareholders for the purpose of acquiring shares. These were subsequently allotted during 2016.

20. RESERVES (a) REGULATORY RESERVE Regulatory reserves represent an amount set aside to cover additional provision for

losses over and above the impairment of loans advances required in order to comply with the requirements of the Bank of Tanzania. This reserve is not available for distribution.

Provision for non-performing assets is computed using both IAS 39 approach and BOT regulatory approach. IAS 39 provision is charged to the statement of profit or loss and other comprehensive income. Where the IAS 39 provision is less than BOT provision, then the excess over IAS 39 provision is taken to a non-distributable reserve known as Regulatory Risk Reserve. During the year under review the provisions using both approaches were as follows:

2016 2015 TZS`000 TZS`000 Provision per Bank of Tanzania approach 970,274 791,022 Provision per IAS 39 (Note 8)

(933,244) (475,423)

Excess over IAS provision taken to regulatory risk reserve

37,030

315,599 (b) GENERAL PROVISION RESERVE General provision reserve represents the surplus of loan provision computed as per the

Bank of Tanzania regulations over the impairment of loans and advances. This is a non-distributable reserve. The movements in general banking risk reserve are as follows:

2016 2015 TZS`000 TZS`000 At 1 January - - Movement during the year: Transfer from equity during the year 216,779 - At 31 December 216,779 - This is per the Banking and Financial Institutions (Management of Risk Assets)

Regulation 2014 which is 1% of the current classification. 21. INTEREST INCOME 2016

TZS`000 2015

TZS`000 Loans and advances to customers 4,898,115 2,930,109 Placements and balances with other banks 2,440,144 2,554,230 Interest on Government securities 100,629 105,637 7,438,888 5,589,976

Page 43: Annual General Meeting 2016 - maendeleobank.co.tz AGM... · kisumbo g. lawuo 253. kugya msafiri 254. lawrence muze 255. lawrencia n. makoye 256. ... patrick r. duge 327. paulina gervas

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2016 2015 15. OTHER LIABILITIES TZS`000 TZS`000 Accrued expenses 44,827 48,027 Insurance payables 24,870 198,591 Others 1,727,970 115,570 1,797,667 362,188 Maturity analysis Maturity within 3 months 1,797,667 362,188

16. DEFERRED INCOME TAX ASSET Deferred income tax asset (260,134) (122,773)

Deferred income tax is calculated on all temporary differences under the liability method using a principal tax rate of 30%. The movement on the deferred income tax account is as follows:

2016 2015 TZS`000 TZS`000 At start of the year (122,773) (13,570) Credit to statement of profit or loss and other

comprehensive income (Note 27)

(137,361)

(109,203) At end of year (260,134) (122,773) Deferred income tax liability and deferred income tax credit to the statement of profit

or loss and other comprehensive income are attributed to the following items: 2016 2015 Deferred income tax TZS`000 TZS`000 Accelerated capital allowance 11,975 15,846 Provisions (279,973) (134,127) Unrealized exchange (loss)/gains 7,864 (4,492) (260,134) (122,773) 17. INCOME TAX PAYABLE At 1 January 66,610 - Tax charge to statement of profit or loss and other

comprehensive income (Note 27)

343,719

107,478 Tax paid during the year (263,260) (40,868) At 31 December 147,069 66,610 18. CAPITAL AND RESERVES Authorized 60,000,000 shares of TZS 500 each 30,000,000 30,000,000 Issued and fully paid-up share Capital 9,029,056 shares of TZS 500 each 4,514,528 4,514,528 5,561,635 Right issue of TZS 500 each 2,780,818 - 7,295,346 4,514,528 19. ADVANCE TOWARDS SHARE CAPITAL The shareholders approved issuance of rights issue at the Annual General Meeting.

The rights issue exercise commenced on 9 November 2015 and closed on 29 January 2016. As of 31 December 2015, TZS 1,461,477,000 was paid by shareholders for the purpose of acquiring shares. These were subsequently allotted during 2016.

20. RESERVES (a) REGULATORY RESERVE Regulatory reserves represent an amount set aside to cover additional provision for

losses over and above the impairment of loans advances required in order to comply with the requirements of the Bank of Tanzania. This reserve is not available for distribution.

Provision for non-performing assets is computed using both IAS 39 approach and BOT regulatory approach. IAS 39 provision is charged to the statement of profit or loss and other comprehensive income. Where the IAS 39 provision is less than BOT provision, then the excess over IAS 39 provision is taken to a non-distributable reserve known as Regulatory Risk Reserve. During the year under review the provisions using both approaches were as follows:

2016 2015 TZS`000 TZS`000 Provision per Bank of Tanzania approach 970,274 791,022 Provision per IAS 39 (Note 8)

(933,244) (475,423)

Excess over IAS provision taken to regulatory risk reserve

37,030

315,599 (b) GENERAL PROVISION RESERVE General provision reserve represents the surplus of loan provision computed as per the

Bank of Tanzania regulations over the impairment of loans and advances. This is a non-distributable reserve. The movements in general banking risk reserve are as follows:

2016 2015 TZS`000 TZS`000 At 1 January - - Movement during the year: Transfer from equity during the year 216,779 - At 31 December 216,779 - This is per the Banking and Financial Institutions (Management of Risk Assets)

Regulation 2014 which is 1% of the current classification. 21. INTEREST INCOME 2016

TZS`000 2015

TZS`000 Loans and advances to customers 4,898,115 2,930,109 Placements and balances with other banks 2,440,144 2,554,230 Interest on Government securities 100,629 105,637 7,438,888 5,589,976

Page 44: Annual General Meeting 2016 - maendeleobank.co.tz AGM... · kisumbo g. lawuo 253. kugya msafiri 254. lawrence muze 255. lawrencia n. makoye 256. ... patrick r. duge 327. paulina gervas

44

22. INTEREST EXPENSE Deposits from customers: -Time deposits 3,287,927 2,864,275 -Savings deposits 59,645 57,786 -Borrowing from Banks 61,060 3,408,632 2,922,061 23. NET FEES, COMMISSION AND OTHER INCOME (a) Fees and commission and other income Commission received from insurance services 127,587 90,825 Commission received from other services 208,870 191,961 Application fees 212,342 42,956 Management fees 322,411 421,564 Payroll processing fee 16,716 15,761 Other fee 116,362 117,209 Penalties 31,853 10,151 1,036,141 890,427 (b) Fees and commission expense Financial charges 47,027 37,999 24. NET FOREIGN EXCHANGE INCOME Exchange gain on trading 84,370 126,457 Exchange loss on revaluation (58,157) (141,431) 26,213 (14,974) 25. EMPLOYEE BENEFIT EXPENSE Salaries and allowances 1,171,581 857,821 Pension costs- defined contribution plan 117,696 82,306 Skills and Development Levy 59,041 42,875 Leave allowances 49,085 50,416 Workman’s compensation 10,544 4,444 1,407,947 1,037,862 26. GENERAL AND ADMINISTRATION COSTS TZS`000 TZS`000 Office expenses 983,199 691,128 Deposit mobilization fee* 137,963 409,202 Annual general meeting 61,149 48,094 Legal fees 23,843 20,000 Board expenses 19,739 37,501 Directors` remuneration 93,451 62,160 Auditors` remuneration 42,301 20,000 Accounting fees 27,687 5,689 Rent expense 200,449 172,591 Property and equipment maintenance cost 39,684 47,803 Fuel cost 48,500 24,992 Staff welfare 21,698 94,616 Other expenses 27,717 10,306 1,727,380 1,644,082

*Deposit mobilization fee relates to amounts paid to Consultant, for mobilizing term deposits for the Bank. The consultant is paid 1.5% of the total deposits mobilized.

2016 2015 27. DEPRECIATION AND AMORTISATION TZS`000 TZS`000 Depreciation of property and equipment (Note 12) 183,062 163,740 Amortization of intangible (Note 11) 15,527 88,556 Amortization of leasehold assets (Note 13) 69,114 42,748 267,703 295,044 28. INCOME TAX EXPENSE Current income tax (Note 17) 343,719 107,478 Deferred tax (Note 16) (137,361) (109,203) 206,358 (1,725)

The tax on the Bank’s profit differs from the theoretical amount that would arise using the statutory income tax rate as follows:

Profit for the year before tax 760,899 176,067 Tax expense (calculated at the statutory income tax

rate of 25% (2015: 30%)

190,225

52,820 Tax effect of: Expenses not deductible for tax purposes 237,666 213,138 Allowable expenses for tax purposes (84,172) (62,228) Losses from previous years - (96,232) Deductible temporary differences (137,361) (109,203) Income tax expense 206,358 (1,725) 29. BASIC AND DILUTED EARNINGS PER SHARE The calculation of the basic earnings per share was based on the profit attributable to

ordinary shareholders divided by the weighted average number of ordinary shares outstanding at the close of the year, calculated as follows:

2016 2015 TZS`000 TZS`000 Profit/(loss) attributable to shareholders 554,541 177,792 Weighted average number of share in issue (Note 16) 14,596 9,029 Basic and diluted earnings per share 37.99 19.6 There being no dilutive or potentially dilutive ordinary share outstanding as at 31

December 2016 (2015: Nil). The basic and diluted earnings per share are the same. 30. DIVIDEND PER SHARE Dividends are not recognised as a liability until they have been ratified at the Annual

General Meeting. The Bank made a profit after tax of TZS 554,540,607 (2015: Profit TZS 177,792,000) during the year ended 31 December 2016, however the Board of Directors does not recommend any payment of dividends to shareholders.

31. EFFECTIVE INTEREST RATES OF FINANCIAL ASSETS AND LIABILITIES The effective interest rates for the principal financial assets and liabilities at 31

Page 45: Annual General Meeting 2016 - maendeleobank.co.tz AGM... · kisumbo g. lawuo 253. kugya msafiri 254. lawrence muze 255. lawrencia n. makoye 256. ... patrick r. duge 327. paulina gervas

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22. INTEREST EXPENSE Deposits from customers: -Time deposits 3,287,927 2,864,275 -Savings deposits 59,645 57,786 -Borrowing from Banks 61,060 3,408,632 2,922,061 23. NET FEES, COMMISSION AND OTHER INCOME (a) Fees and commission and other income Commission received from insurance services 127,587 90,825 Commission received from other services 208,870 191,961 Application fees 212,342 42,956 Management fees 322,411 421,564 Payroll processing fee 16,716 15,761 Other fee 116,362 117,209 Penalties 31,853 10,151 1,036,141 890,427 (b) Fees and commission expense Financial charges 47,027 37,999 24. NET FOREIGN EXCHANGE INCOME Exchange gain on trading 84,370 126,457 Exchange loss on revaluation (58,157) (141,431) 26,213 (14,974) 25. EMPLOYEE BENEFIT EXPENSE Salaries and allowances 1,171,581 857,821 Pension costs- defined contribution plan 117,696 82,306 Skills and Development Levy 59,041 42,875 Leave allowances 49,085 50,416 Workman’s compensation 10,544 4,444 1,407,947 1,037,862 26. GENERAL AND ADMINISTRATION COSTS TZS`000 TZS`000 Office expenses 983,199 691,128 Deposit mobilization fee* 137,963 409,202 Annual general meeting 61,149 48,094 Legal fees 23,843 20,000 Board expenses 19,739 37,501 Directors` remuneration 93,451 62,160 Auditors` remuneration 42,301 20,000 Accounting fees 27,687 5,689 Rent expense 200,449 172,591 Property and equipment maintenance cost 39,684 47,803 Fuel cost 48,500 24,992 Staff welfare 21,698 94,616 Other expenses 27,717 10,306 1,727,380 1,644,082

*Deposit mobilization fee relates to amounts paid to Consultant, for mobilizing term deposits for the Bank. The consultant is paid 1.5% of the total deposits mobilized.

2016 2015 27. DEPRECIATION AND AMORTISATION TZS`000 TZS`000 Depreciation of property and equipment (Note 12) 183,062 163,740 Amortization of intangible (Note 11) 15,527 88,556 Amortization of leasehold assets (Note 13) 69,114 42,748 267,703 295,044 28. INCOME TAX EXPENSE Current income tax (Note 17) 343,719 107,478 Deferred tax (Note 16) (137,361) (109,203) 206,358 (1,725)

The tax on the Bank’s profit differs from the theoretical amount that would arise using the statutory income tax rate as follows:

Profit for the year before tax 760,899 176,067 Tax expense (calculated at the statutory income tax

rate of 25% (2015: 30%)

190,225

52,820 Tax effect of: Expenses not deductible for tax purposes 237,666 213,138 Allowable expenses for tax purposes (84,172) (62,228) Losses from previous years - (96,232) Deductible temporary differences (137,361) (109,203) Income tax expense 206,358 (1,725) 29. BASIC AND DILUTED EARNINGS PER SHARE The calculation of the basic earnings per share was based on the profit attributable to

ordinary shareholders divided by the weighted average number of ordinary shares outstanding at the close of the year, calculated as follows:

2016 2015 TZS`000 TZS`000 Profit/(loss) attributable to shareholders 554,541 177,792 Weighted average number of share in issue (Note 16) 14,596 9,029 Basic and diluted earnings per share 37.99 19.6 There being no dilutive or potentially dilutive ordinary share outstanding as at 31

December 2016 (2015: Nil). The basic and diluted earnings per share are the same. 30. DIVIDEND PER SHARE Dividends are not recognised as a liability until they have been ratified at the Annual

General Meeting. The Bank made a profit after tax of TZS 554,540,607 (2015: Profit TZS 177,792,000) during the year ended 31 December 2016, however the Board of Directors does not recommend any payment of dividends to shareholders.

31. EFFECTIVE INTEREST RATES OF FINANCIAL ASSETS AND LIABILITIES The effective interest rates for the principal financial assets and liabilities at 31

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46

December 2016 and 2015 were as follows: 2016 2015 Placements with other banks 23.68% 12.12% Government securities 10.62% 10.62% Loans and advances to customers 19.47% 25.82% Deposits from customers (savings accounts) 1.25% 1.50% Fixed deposit 15.57% 12.42% 32. RELATED PARTY TRANSACTIONS AND BALANCES Parties are considered to be related if one party has the ability to control the other

party or exercise significant influence over the other party in making financial or operational decisions. In the normal course of business, a number of banking transactions are entered into with related parties i.e. key management personnel and directors. These include loans and deposits. The volume of related party transactions for the year and the outstanding amounts at the year-end were as follows:

2016 2015 (a) Loans and advances to related parties TZS`000 TZS`000 (i) Directors At 1 January 54,210 42,034 Advanced during the year 121,916 85,394 Repayment during the year (25,293) (73,218) At 31 December 150,833 54,210 Interest earned 8,605 14,294 There were no deposits from companies controlled by Directors or their families (2015:

Nil). 2016 2015 (ii) Key management TZS`000 TZS`000 At 1 January 124,871 242,319 Advanced during the year 436,589 180,260 Repayment during the year (137,498) (297,708) At 31 December 423,962 124,871 Interest earned 31,142 15,834 (iii) Shareholders At 1 January 599,657 509,417 Advanced during the year 5,224,450 1,155,000 Repayment during the year (2,246,546) (1,064,760) At 31 December 3,577,561 599,657 Interest earned 936,603 217,858

No provision has been made in respect of loans given to related parties (2015: Nil). Loans to key management personnel were issued at off market interest rate of 7% per annum as per company policy. Loans to directors were issued on commercial terms.

These loans are payable on demand. As at 31 December 2016 there were no loans issued to companies controlled by Directors or their families (2015: Nil).

2016 2015 (b) Deposits from related parties TZS`000 TZS`000 Deposits from shareholders, directors and key

management

Beginning of the year 234,801 603,621 Deposits during the year 7,508,756 4,361,371 Withdrawals during the year (5,073,365) (4,730,191) Deposits as at end of the year 2,670,192 234,801

The above deposits are unsecured; carry variable interest rates are repayable on

demand. The deposits in current accounts do not earn interest whist those in savings account earn interest at the rate of 2% per annum. These transactions are carried out at arm’s length. There were no deposits from companies controlled by Directors or their families (2015: Nil).

(c) Key management personnel compensation 2016 2015 The remuneration of key management personnel

during the year was as follows:

TZS`000

TZS`000 Salaries and allowances (Short term employee

benefits)

540,868

447,000 Other long-term benefits ( Post-employment benefits)

108,174

89,400 649,042 536,400

Key management personnel are described as those persons having authority and responsibility for planning, directing and controlling the activities of the Bank, directly or indirectly. The bank`s key management is the Managing Director and all heads of departments. Compensations of the Bank`s key management personnel include basic salaries, transport allowances, housing allowance, telephone allowance and post-employment benefits.

2016 2015 (d) Directors compensation TZS`000 TZS`000 Allowances 59,150 48,900 Annual fees 8,500 - 67,650 48,900 Sitting allowances paid to directors of the Bank during the year amounted to TZS

59.15million (2015: TZS 48.9 million). The fees were approved by the Annual General Meeting.

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December 2016 and 2015 were as follows: 2016 2015 Placements with other banks 23.68% 12.12% Government securities 10.62% 10.62% Loans and advances to customers 19.47% 25.82% Deposits from customers (savings accounts) 1.25% 1.50% Fixed deposit 15.57% 12.42% 32. RELATED PARTY TRANSACTIONS AND BALANCES Parties are considered to be related if one party has the ability to control the other

party or exercise significant influence over the other party in making financial or operational decisions. In the normal course of business, a number of banking transactions are entered into with related parties i.e. key management personnel and directors. These include loans and deposits. The volume of related party transactions for the year and the outstanding amounts at the year-end were as follows:

2016 2015 (a) Loans and advances to related parties TZS`000 TZS`000 (i) Directors At 1 January 54,210 42,034 Advanced during the year 121,916 85,394 Repayment during the year (25,293) (73,218) At 31 December 150,833 54,210 Interest earned 8,605 14,294 There were no deposits from companies controlled by Directors or their families (2015:

Nil). 2016 2015 (ii) Key management TZS`000 TZS`000 At 1 January 124,871 242,319 Advanced during the year 436,589 180,260 Repayment during the year (137,498) (297,708) At 31 December 423,962 124,871 Interest earned 31,142 15,834 (iii) Shareholders At 1 January 599,657 509,417 Advanced during the year 5,224,450 1,155,000 Repayment during the year (2,246,546) (1,064,760) At 31 December 3,577,561 599,657 Interest earned 936,603 217,858

No provision has been made in respect of loans given to related parties (2015: Nil). Loans to key management personnel were issued at off market interest rate of 7% per annum as per company policy. Loans to directors were issued on commercial terms.

These loans are payable on demand. As at 31 December 2016 there were no loans issued to companies controlled by Directors or their families (2015: Nil).

2016 2015 (b) Deposits from related parties TZS`000 TZS`000 Deposits from shareholders, directors and key

management

Beginning of the year 234,801 603,621 Deposits during the year 7,508,756 4,361,371 Withdrawals during the year (5,073,365) (4,730,191) Deposits as at end of the year 2,670,192 234,801

The above deposits are unsecured; carry variable interest rates are repayable on

demand. The deposits in current accounts do not earn interest whist those in savings account earn interest at the rate of 2% per annum. These transactions are carried out at arm’s length. There were no deposits from companies controlled by Directors or their families (2015: Nil).

(c) Key management personnel compensation 2016 2015 The remuneration of key management personnel

during the year was as follows:

TZS`000

TZS`000 Salaries and allowances (Short term employee

benefits)

540,868

447,000 Other long-term benefits ( Post-employment benefits)

108,174

89,400 649,042 536,400

Key management personnel are described as those persons having authority and responsibility for planning, directing and controlling the activities of the Bank, directly or indirectly. The bank`s key management is the Managing Director and all heads of departments. Compensations of the Bank`s key management personnel include basic salaries, transport allowances, housing allowance, telephone allowance and post-employment benefits.

2016 2015 (d) Directors compensation TZS`000 TZS`000 Allowances 59,150 48,900 Annual fees 8,500 - 67,650 48,900 Sitting allowances paid to directors of the Bank during the year amounted to TZS

59.15million (2015: TZS 48.9 million). The fees were approved by the Annual General Meeting.

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(d) Directors compensation (Continued)

Directors` attendance and remuneration list for the year 2016 is shown in the table below:

Board

meeting

Board Audit & Risk

Committee

Board Credit

Committee

Directors

sitting allowances

Directors Attendance (TZS`000) Amulike S.K Ngeliama 7 - - 4,550 Dosca K. Mutabuzi 7 - 5 7,200 Anna T. Mzinga 4 4 - 4,800 Felix Mlaki 5 7 - 7,200 Reverend Ernest. Kadiva 5 - - 3,000 Naftal M. Nsemwa 6 6 7 11,400 Amb. Richard Mariki 7 - 7 8,400 Ibrahim Mwangalaba 7 7 7 12,600 Total 59,150 32. CASH AND CASH EQUIVALENTS For the purposes of the statement of cash flow cash and cash equivalents comprise the

following balances 2016 2015 TZS`000 TZS`000 Cash on hand (Note 5) 927,257 750,793 Balances with Bank of Tanzania (Note 5) 1,322,450 1,518,403 Placements and balances with other banks(Note 6) 7,720,053 6,831,540 9,969,760 9,100,736

Cash and cash equivalents exclude TZS 3,052,600,867 (2015: TZS 4,524,508,704) cash reserve requirement held with the Bank of Tanzania. Banks are required to maintain a prescribed minimum cash balance with the Bank of Tanzania that is not available to finance the Bank’s day to day activities. The amount is determined as 10% (2015: 10%) of the average outstanding deposits.

33. OFF SHORE BALANCE SHEET ITEMS

There were no off – shore balance sheet items as at the reporting date. 34. COMMITMENTS AND CONTINGENT LIABLITIES (a) Contingent liabilities and commitment There was a contingent liability amounting to TZS 1,194 million (2015: TZS Nil) on

guarantees and performance bonds and on account of undrawn overdraft balances as shown below.

2016 2015 TZS`000 TZS`000 Guarantee and performance bonds 226,073 - Undrawn credit lines and other commitments to lend 968,241 - 1,194,314 - Guarantees are generally written by a bank to support performance by a customer to

third parties. The organization will only be required to meet these obligations in the event of the customer's default. Commitments to lend are agreements to lend to customers in future subject to certain conditions. Such commitments are normally made for a fixed period. The bank may withdraw from its contractual obligation for the undrawn portion of agreed facilities by giving reasonable notice to the customer.

(b) Operating lease commitments The Bank has a 3 year operating lease for office space effective from the 1st June 2016

and ending on the 31 May 2019. The lease may be renewed after consent of both parties for a similar or other period.

The future minimum lease payments under non-cancellable operating leases are as follows:

2016 2015 TZS`000 TZS`000 Not later than 1 year 17,485 32,022 Later than 1 year and not later than 5 years - - Later than 5 years - - 17,485 32,022 The Directors are of the view that these commitments will be sufficiently covered by

future net revenues and funding. (c) Legal claims There are no pending legal claims against the Bank (2015: None). The Board of

Directors is not aware of any potential legal claims against the Bank (2015: None). (d) Capital commitments The Management certifies that there was no capital commitment authorized as at 31

December 2016. (2015 TZS 570,355,000) The 2015 funds was used for financing the opening of two new branches in Dar es Salaam and purchasing software for insurance agency management.

36. EVENTS AFTER REPORTING DATE The Bank opened its third branch at Masasi/Likoma Street Kariakoo on 23.01.2017 and

launched Chama mobile product in the year 2017.

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(d) Directors compensation (Continued)

Directors` attendance and remuneration list for the year 2016 is shown in the table below:

Board

meeting

Board Audit & Risk

Committee

Board Credit

Committee

Directors

sitting allowances

Directors Attendance (TZS`000) Amulike S.K Ngeliama 7 - - 4,550 Dosca K. Mutabuzi 7 - 5 7,200 Anna T. Mzinga 4 4 - 4,800 Felix Mlaki 5 7 - 7,200 Reverend Ernest. Kadiva 5 - - 3,000 Naftal M. Nsemwa 6 6 7 11,400 Amb. Richard Mariki 7 - 7 8,400 Ibrahim Mwangalaba 7 7 7 12,600 Total 59,150 32. CASH AND CASH EQUIVALENTS For the purposes of the statement of cash flow cash and cash equivalents comprise the

following balances 2016 2015 TZS`000 TZS`000 Cash on hand (Note 5) 927,257 750,793 Balances with Bank of Tanzania (Note 5) 1,322,450 1,518,403 Placements and balances with other banks(Note 6) 7,720,053 6,831,540 9,969,760 9,100,736

Cash and cash equivalents exclude TZS 3,052,600,867 (2015: TZS 4,524,508,704) cash reserve requirement held with the Bank of Tanzania. Banks are required to maintain a prescribed minimum cash balance with the Bank of Tanzania that is not available to finance the Bank’s day to day activities. The amount is determined as 10% (2015: 10%) of the average outstanding deposits.

33. OFF SHORE BALANCE SHEET ITEMS

There were no off – shore balance sheet items as at the reporting date. 34. COMMITMENTS AND CONTINGENT LIABLITIES (a) Contingent liabilities and commitment There was a contingent liability amounting to TZS 1,194 million (2015: TZS Nil) on

guarantees and performance bonds and on account of undrawn overdraft balances as shown below.

2016 2015 TZS`000 TZS`000 Guarantee and performance bonds 226,073 - Undrawn credit lines and other commitments to lend 968,241 - 1,194,314 - Guarantees are generally written by a bank to support performance by a customer to

third parties. The organization will only be required to meet these obligations in the event of the customer's default. Commitments to lend are agreements to lend to customers in future subject to certain conditions. Such commitments are normally made for a fixed period. The bank may withdraw from its contractual obligation for the undrawn portion of agreed facilities by giving reasonable notice to the customer.

(b) Operating lease commitments The Bank has a 3 year operating lease for office space effective from the 1st June 2016

and ending on the 31 May 2019. The lease may be renewed after consent of both parties for a similar or other period.

The future minimum lease payments under non-cancellable operating leases are as follows:

2016 2015 TZS`000 TZS`000 Not later than 1 year 17,485 32,022 Later than 1 year and not later than 5 years - - Later than 5 years - - 17,485 32,022 The Directors are of the view that these commitments will be sufficiently covered by

future net revenues and funding. (c) Legal claims There are no pending legal claims against the Bank (2015: None). The Board of

Directors is not aware of any potential legal claims against the Bank (2015: None). (d) Capital commitments The Management certifies that there was no capital commitment authorized as at 31

December 2016. (2015 TZS 570,355,000) The 2015 funds was used for financing the opening of two new branches in Dar es Salaam and purchasing software for insurance agency management.

36. EVENTS AFTER REPORTING DATE The Bank opened its third branch at Masasi/Likoma Street Kariakoo on 23.01.2017 and

launched Chama mobile product in the year 2017.

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Management was not aware of any other significant events after reporting date which had material impact to the financial statements.

37. COMPARATIVES Wherever considered necessary comparative figures have been reclassified to conform

to changes in presentation in the current year.

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Management was not aware of any other significant events after reporting date which had material impact to the financial statements.

37. COMPARATIVES Wherever considered necessary comparative figures have been reclassified to conform

to changes in presentation in the current year.

8.0 REMUNERATION FOR DIRECTORS OF THE BOARD

BOARD MEMBER’S REMUNERATION PACK FOR 2015/2016

ANNUAL DIRECTOR’S FEE

CURRENT RATE (TZS.) PROPOSED RATE (TZS.)

Chairperson 1,500,000 NO CHANGE Members 1,000,000 NO CHANGE MEETING ALLOWANCES: Chairperson Tzs. 650,000 (For all Board and

Committee Meetings) NO CHANGE

Members Tzs. 600,000 (For all Board and Committee Meetings)

NO CHANGE

TRAVEL BY AIR: Chairperson Business Class (at any time of

Board and Committee Meetings and any other special duties relating to the banking business.

Business Class (at any time of Board and Committee Meetings and any other special duties relating to the banking business.

Members Business Class (at any time of Board and Committee Meetings and any other special duties relating to the banking business.

Business Class (at any time of Board and Committee Meetings and any other special duties relating to the banking business.

ACCOMODATION AND MEAL ALLOWANCE: Chairperson Within the Country (The bank

will pay Tzs. 300,000 per diem allowance).

Within the Country (The bank will pay Tzs.400,000 per diem allowance)

Members Within the Country (The bank will pay Tzs. 300,000 per diem allowance)

Within the Country (The bank will pay Tzs.400,000 per diem allowance)

Chairperson Outside the Country (The bank will pay USD. 500 per diem allowance)

Within the Country (The bank will pay USD. 500 per diem allowance)

Members Outside the Country (The bank will pay USD. 500 per diem allowance)

Within the Country (The bank will pay USD. 500 per diem allowance)

Gratuity NIL NIL Caution Money NIL NIL

8.0 REMUNERATION FOR DIRECTORS OF THE BOARD

BOARD MEMBER’S REMUNERATION PACK FOR 2015/2016

ANNUAL DIRECTOR’S FEE

CURRENT RATE (TZS.) PROPOSED RATE (TZS.)

Chairperson 1,500,000 NO CHANGE Members 1,000,000 NO CHANGE MEETING ALLOWANCES: Chairperson Tzs. 650,000 (For all Board and

Committee Meetings) NO CHANGE

Members Tzs. 600,000 (For all Board and Committee Meetings)

NO CHANGE

TRAVEL BY AIR: Chairperson Business Class (at any time of

Board and Committee Meetings and any other special duties relating to the banking business.

Business Class (at any time of Board and Committee Meetings and any other special duties relating to the banking business.

Members Business Class (at any time of Board and Committee Meetings and any other special duties relating to the banking business.

Business Class (at any time of Board and Committee Meetings and any other special duties relating to the banking business.

ACCOMODATION AND MEAL ALLOWANCE: Chairperson Within the Country (The bank

will pay Tzs. 300,000 per diem allowance).

Within the Country (The bank will pay Tzs.400,000 per diem allowance)

Members Within the Country (The bank will pay Tzs. 300,000 per diem allowance)

Within the Country (The bank will pay Tzs.400,000 per diem allowance)

Chairperson Outside the Country (The bank will pay USD. 500 per diem allowance)

Within the Country (The bank will pay USD. 500 per diem allowance)

Members Outside the Country (The bank will pay USD. 500 per diem allowance)

Within the Country (The bank will pay USD. 500 per diem allowance)

Gratuity NIL NIL Caution Money NIL NIL

8.0 REMUNERATION FOR DIRECTORS OF THE BOARD

BOARD MEMBER’S REMUNERATION PACK FOR 2015/2016

ANNUAL DIRECTOR’S FEE

CURRENT RATE (TZS.) PROPOSED RATE (TZS.)

Chairperson 1,500,000 NO CHANGE Members 1,000,000 NO CHANGE MEETING ALLOWANCES: Chairperson Tzs. 650,000 (For all Board and

Committee Meetings) NO CHANGE

Members Tzs. 600,000 (For all Board and Committee Meetings)

NO CHANGE

TRAVEL BY AIR: Chairperson Business Class (at any time of

Board and Committee Meetings and any other special duties relating to the banking business.

Business Class (at any time of Board and Committee Meetings and any other special duties relating to the banking business.

Members Business Class (at any time of Board and Committee Meetings and any other special duties relating to the banking business.

Business Class (at any time of Board and Committee Meetings and any other special duties relating to the banking business.

ACCOMODATION AND MEAL ALLOWANCE: Chairperson Within the Country (The bank

will pay Tzs. 300,000 per diem allowance).

Within the Country (The bank will pay Tzs.400,000 per diem allowance)

Members Within the Country (The bank will pay Tzs. 300,000 per diem allowance)

Within the Country (The bank will pay Tzs.400,000 per diem allowance)

Chairperson Outside the Country (The bank will pay USD. 500 per diem allowance)

Within the Country (The bank will pay USD. 500 per diem allowance)

Members Outside the Country (The bank will pay USD. 500 per diem allowance)

Within the Country (The bank will pay USD. 500 per diem allowance)

Gratuity NIL NIL Caution Money NIL NIL

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MKUTANO MKUU WA MWAKA

Tarehe 6 Mei, 2017, Dar es Salaam Tanzania

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55

Yaliyomo:

Dira na Dhima

Taarifa ya Mkutano Mkuu wa Mwaka

Kumbukumbu za Mkutano Mkuu wa Pili wa Mwaka

Yatokanayo na Mkutano Mkuu wa Pili wa Mwaka

Taarifa ya Wakurugenzi

Bodi ya Wakurugenzi

Uongozi wa Juu

Taarifa ya Mkaguzi wa Nje na Taarifa ya Fedha ya Benki

Malipo ya Wakurugenzi wa Bodi

55

56

57

62

66

76

76

77

102

DIRA NA DHIMA YA BENKI

Dira

“Kuwa benki inayoongoza nchini Tanzania ambayo inaendeshwa na mahitaji ya wateja pamoja na malipo ya ushindani kwa wanahisa”.

Dhima

“Kukuza biashara yetu huku tukiwekeza kwa jamii tunayoihudumia na kuboresha maisha ya wafa-nyakazi wetu. Tunajihatiti kutoa huduma za kifedha zenye ushindani na ubunifu kwa wadau wote na jamii kwa ujumla”.

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TAARIFA YA MKUTANO MKUU WA TATU WA MWAKA

Taarifa inatolewa kwamba Mkutano Mkuu wa Tatu wa Mwaka wa Wanahisa wa Maendeleo Bank PLC utafanyika Jumamosi, Tarehe 6 Mei, 2017 katika Ukumbi wa DIAMOND JUBILEE, Dar es Salaam kuanzia saa 4:00 asubuhi, ukitanguliwa na Semina ya Wanahisa itakayoanza saa 3:00 Asubuhi. Agenda zitakuwa kama ifuatavyo: 1. Kuridhia ajenda za Mkutano Mkuu wa Tatu wa Mwaka 2. Kuthibitisha Kumbukumbu za Mkutano Mkuu wa Pili wa Wanahisa 3. Yatokanayo na Mkutano Mkuu wa Pili 4. Taarifa ya Wakurugenzi kwa Mwaka Unaoishia Desemba 31, 2016 5. Taarifa ya Wakaguzi kwa Mwaka Unaoishia Desemba 31, 2016 6. Kupokea na Kuridhia Malipo ya Wakurugenzi kwa Mwaka 2017 7. Kupokea na Kuridhia Uteuzi wa Wakaguzi Huru wa Hesabu kwa Mwaka Unaoishia Desemba 31,2016 8. Mabadiliko katika MEMARTS 9. Mengineyo 10. Kupanga Tarehe ya Mkutano Mkuu Ujao 11. Kufunga Mkutano

KUMBUKA

1. Mwanahisa atakayehudhuria Mkutano Mkuu atatakiwa kujigharamia mwenyewe na aje na nakala ya hati ya Hisa kwa ajili ya utambulisho. Vitabu vya taarifa za Mkutano Mkuu wa Mwaka na fomu Mbadala (Proxy) vitapatikana Makao Makuu ya Maendeleo Bank yaliyoko Luther House, Mtaa wa Sokoine kuanzia tarehe 20 Aprili, 2017.

2. Mwanahisa anayestahili kuhudhuria Mkutano Mkuu lakini akashindwa kuhudhuria, anaweza kuwasilisha jina la Mbadala wake (Proxy) kwa Mkurugenzi Mtendaji wa benki saa 48 kabla ya Mkutano. Kwa upande wa shirika, mtu atakayeteuliwa lazima aje na nakala ya hati ya Hisa pamoja na fomu ya Mbadala (Proxy) iliyo na lakuri ya kampuni mwanahisa.

3. Kutakuwa na semina ya umuhimu wa kuwekeza katika kampuni iliyosajiliwa katika soko la hisa. Semina hii itafanyika siku hiyo ya Mkutano kuanzia saa 3:00 hadi saa 4:00 asubuhi.

KWA IDHINI YA BODI

Ibrahim Mwangalaba MKURUGENZI MTENDAJI NA KATIBU WA BODI.Aprili 6, 2017

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KUMBUKUMBU YA MKUTANO MKUU WA PILI WA MAENDELEO

BANK PLC ULIOFANYIKA APRILI 30TH 2016 KATIKA UKUMBI WA

DIAMOND JUBILEE, DAR ES SALAAM KUANZIA SAA 4:00 ASUBUHI.

Waliohudhuria:Wanahisa:

ELCT – Eastern and Coastal Diocese - Mwakilishi Bw. Godfrey Nkini

United Evangelical Mission - Mwakilishi Mch. Chediel Sendoro

Wanahisa wengine - Kama ilivyoonyeshwa kwenye kiambatanisho

Wajumbe wa Bodi:

1. Bw. Amulike Ngeliama Mwenyekiti 2. Bi. Dosca Mutabuzi Makamu Mwenyekiti3. Balozi Richard Mariki Mkurugenzi 4. Bw. Naftal Nsemwa Mkurugenzi5. Mch. Ernest Kadiva Mkurugenzi 6. Bw. Felix Mlaki Mkurugenzi 7. Bi. Anna Mzinga Mkurugenzi 8. Bw. Ibrahim Mwangalaba Mkurugenzi Mtendaji/Katibu9. Bw. James Bwana Mwanasheria

Waliohudhuria kwa mwaliko:

1. Bw. Peter Tarimo Meneja wa Fedha2. Bw. George Wandwalo Meneja Teknohama3. Bi. Margaret Msengi Meneja wa Tawi4. Bi. Mumi Philip Meneja wa Mikopo5. Bi. Silvan Makole Kaimu Meneja- Ukaguzi wa Ndani6. Bw. Jonathan Swalala Core Securities Ltd7. Bi. Msafiri Kuboja Benki Kuu ya Tanzania8. Bi. Irene Ndondole Benki Kuu ya Tanzania

Orodha ya Wanahisa waliohudhuria :

1. AAROW G. MONGI

2. ABEELA NYAMICHWO BANDIO

3. ADAM SHAABAN

4. ADONKAMU H. MUNISI

5. AGICO J. MWALUKASA

6. AGNES N. LEMA

7. AGNESS E. NKINI

8. AGNESTA FIFI

9. AILEEN PEACE MUHAMBA

10. ALBERT KAZONDA

11. ALEN JAPHET

12. ALEXANDER M. SANGA

13. ALFRED NDIOBEINE

14. ALICE ITUWE MOSHY

15. ALLOYCE JOSEPHAT MTAGURWA

16. ALLYPIPI LEONARD MWANSUPE

17. AMANI ALBERT SAJILA

18. AMBWENE KYANDO

19. AMB. RICHARD E MARIKI

20. AMEN JONAS SAWE

21. AMOSI JOHN MWANGILE

22. AMULIKE S. K. NGELIAMA

23. ANALOISE KAFUKO MAFURU

24. ANDREA FREDRICK UTOUH

25. ANGELYN FRANK KOMBE

26. ANILINDA KYANDO

27. ANNA E. MURO

28. ANNA GODFREY MBALAKELE

29. ANNA HATIBU SHEMAHONGE

30. ANNA JOSEPH RWENYAGIRA

31. ANNA M. KISHIMBO

32. ANNA T MZINGA

33. ANNA MWAMLENGA

34. ANNA W. SHOO

35. ANNE G. LYATUU

36. ANNETH KIMARO

37. ANTIDIUS K. BANYWANA

38. ASSERI NAIMANI MSANGI

39. ATHANAS M. KIGWA

40. ATWENDILE A. MWIGUNE

41. AUDREY BENSON LEMA

42. BABUELI JOSIA SARIA

43. BALIWA J. KIMBAVALA

44. BEATRICE E. MJEMA

45. BENJAMINI T. SUDAYI

46. BERTOLD TOMAS NJAWIKE

47. BRENDA HENRY MTENGA

48. BRENDA J. KOMBE

49. BRYAN MOSES MUNUO

50. BRYSON THADEI NZIKU

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51. BUMACO INSURANCE CO. LTD

52. BUPE ALLADIAH MWANGOMILE

53. CAROLYNE GAMBA

54. CATHERIN THOMAS KOWERO

55. CATHERINE A. JILO

56. CATHERINE J. BAYNIT

57. CATHERINE Y. MNDEME

58. CECILIA B. ITEMBA

59. CHANGANYIKENI LUTHERAN

60. CHARLES JAISON MANGIA

61. CHARLES MARELO

62. CHRISTINA E. RINGO

63. CHRISTINA MATERU

64. CHRISTINA SIMBA KIMARO

65. CHRISTOPHER WALLACE

66. COSTANCE MURO

67. COSTANSIA E. MAMBALI

68. DAINESS D. SENKORO

69. DAN YONA TEMU

70. DANIEL OBED MASHOTO

71. DAVID MARO

72. DAVID TIMOTHEO SHUMA

73. DEBORAH K. MWAITELEKE

74. DEOGRATIUS C. KASHERO

75. DOMINO MINJA

76. DONALD N.W KISURI

77. DONALD O. MUSHI

78. DONATHA JEKELA

79. DONISIA L. MPUNGA

80. DOSCA K MUTABUZI

81. DR. GODFREY JUSTO

82. EDA LEMA MUHARA (KKKT KISUKURU)

83. EDDA PANGAMAWE KIHAKA

84. EDILAISI KUNDAEL MREMI

85. EDITH ONESMUS LYIMO

86. EDNA E. MOSHA

87. EDWARD N. PYUZZA

88. EDWIN ERASTO MSABILA

89. EFAYO JESTA NYAMOGA

90. EILEEN G. WILLIAM

91. ELIAIHO N. MOSHI

92. ELIAS JOHN MAKWEGA

93. ELIAS N. MOSHA

94. ELIBARIKI ANAEL

95. ELICE HERIEL MAUKI

96. ELICE J. MINJA

97. ELIESHI A. SAIDIMU

98. ELIFRIDA B. FISOO

99. ELIFURAHA MPANDA

100. ELIHAIKA MARIKI (K.K.K.T-KIGOGO)

101. ELIKA ELIMELECK MALISA

102. ELIKUNDA HANIEL KISANGA

103. ELIMBINZI E. KIMAMBO

104. ELIMLINZI PETER TERRY

105. ELINARA H. UPENDO

106. ELININSIA W. MUNUO

107. ELIONA AMINIEL HATIBU

108. ELIPHAS M. NGILORITI

109. ELIREHEMA CHARLES SKIA

110. ELIREHEMA N. MSEMEMBO

111. ELISARIA B. CHUWA

112. ELIWAJA J. MGORI

113. ELIZABETH A. MWAMAFUPA

114. ELIZABETH D. KAMNDE

115. ELIZABETH J. MUNG’ONG’O

116. ELIZABETH LAIZER

117. ELIZABETH R. KITUTU

118. ELIZABETH S. MKUMBO

119. ELIZABETH S.R.

120. ELLA N. TUMBWENE

121. ELLY SANTUS AKYOO

122. EMANUEL DOGAN SHIJA

123. EMANUEL FRANK

124. EMANUEL LUCAS KAYAMBA

125. EMANUEL M. KILIMBA

126. EMMA T. KIBAKAYA

127. ENDAEL E. MDUMA

128. ENESTINE H. SAWAKI

129. ENEZA TUHERI ABRAHAM

130. ENG. JEREMIAH UISSO

131. ENOCK B. KIWELU

132. ERICK KOMBE

133. ERNEST W KADIVA (REV)

134. ESTER DANIELI MWASILE

135. ESTERHEDI S. KAGIRWA

136. ESTHER E. BIRANGO

137. ESTHER E. NKWILEHI

138. ESTHER J. MULYILA MNDEME

139. ESTHER KUJAEL MSUYA

140. ESTOMIH ELISA MARANDU

141. ESTOMIHI LEVI KANYIKA

142. EV. CATHERINE PAUL FUPE

143. EV. ELIOTH SINGO NATHANIEL

144. EV. ENEDY TEMU (MSHEE)

145. EV. ERICK G. RWIJAGE

146. EV. ESTER J. KITANDU

147. EV. LAZARO M. MASEGESE

148. EV. REBECCA PETER

149. EVA S. KIMARO

150. EVAROSE YESAYA MMARI

151. EXAUD A. MWASILE

152. EYUDI ELIAS NZIKU

153. EZEKIEL JOSEPH KIKOTI

154. EZRA KAIMUKILWA

155. FAUSTINA B. ANTHONY

156. FAUZIA ALFAYO KIMATH

157. FEBRONIA RUMISHAELI MACHA

158. FELISTA MALISA

159. FELIX H MLAKI

160. FENASY MSELELA

161. FILBERT G. MASULE

162. FLORA GODBLESS URONU

163. FLORIDA RWAKAILIMA

IJUKAINE

164. FRANCIS KIBWANA

165. FRANCIS KIBWANA (KWAYA KUU

KIJITONYAMA)

166. RANCIS MAGEMBE MSONDE

167. FRED ODATT (CMSA)

168. FREDRICK A. MLAKI

169. FREDRICK JUSTINE KIMARO

170. FREDRICK K. KALOKOLA

171. FREDY EZEKIEL MWAILENGE

172. FRIDA ESAU NYAMBA

173. GACHI B. FISOO

174. GADISON J. AMANI

175. GEOFREY DAUDI KILASI

176. GEOFREY GEORGE

177. GEORGE MNYITAFU

178. GEORGE NKAYA (CHAMA CHA

MADEREVA LUTHERAN)

179. GEORGINA J. MGAHI

180. GLADSTONE KIMARO

181. GLORIA JOHN

182. GLORY NG’UNDA

183. GODBLESS E. NGAFARA

184. GODFREY JOSEPH LYIMO

185. GODFREY L. NKINI

186. GODFREY MWAKILEMA (VICOBA

KIWALANI ‘A’)

187. GODLISTEN J. KAMNDE

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188. GODLISTEN LUCAS MUNISSI

189. GODLOVE M. MURO

190. GODWIN RWEIKIZA

NDYETABULA

191. GRACE ALBERT CHOTTA

192. GRACE B. KASSEY

193. GRACE B. NG’UNDA

194. GRACE JOHN KWALAZI

195. GRACE YESSAYA HIZZA

196. GRAYSON JOHN MKANZA

197. GWALWA GODFREY

198. HAMISI MLANGILA

199. HAPPY G. LYATUU

200. HAPPY I. NJIU

201. HAPPYLIGHT KAUWEDI

MATEMBA

202. HARRIET W. ZADOCK

203. HELIME SHECHAMBO LIMOTA

204. HENRY MAUNGA

205. HERIEL PENIEL MAUKI

206. HERIETH ERNEST NGIMBWA

207. HESABIA JILAONEKA

MWALONGO

208. HILDA DAIMONI ZAMBI

209. HILDA DUNSTAN OLOTU

210. HILDA KAPIMO LWEZAULA

211. HILDA NICHOLAUS MKALA

212. IBRAHIM A MWANGALABA

213. IKOPA C. MWAKIBINGA

214. INES ALEX MTTOI

215. IRENE E. NDONDOLE

216. ISAAC E. MINJA

217. ISACK G. KITUNDU

218. ISARIA K. MWENDE

219. ISAYA EMMANUELY (KWAYA YA

UINJILISTI)

220. JACKSON KAIGOMA

221. JACKSON S. MUNISSY

222. JACKSON YESUSA MREMA

223. JACOB B. KIRIWAY

224. JAMES O. SWAI

225. JANE G. KILAWE

226. JANE G. SARIA

227. JANE JOHN SHADRACK

228. JANETH JEREMIA MKUMBI

229. JAPHET MILANGITONE

LUMANGA

230. JOHANSSEN KABINGA

RUTECHULA

231. JOHN L. HERMAN

232. JOHNSON GOODEL KIMAMBO

233. JONAS KATTO

234. JONATHAN SWALALA

235. JOSEPH HANANJA

236. JOSEPH R. KAKORE

237. JOSEPHINE KALIMA

238. JOSEPHINE RUBENI JOSEPH

239. JOSIAH B. GERVAS

240. JOYCE IBAHATH MSHAHARA

241. JOYCE JONAS MMARI

242. JOYCE LEONARD K.

243. JUDITH HAYAWI WANZAGI

244. JUDITH J. ABASI NDYAWABO

245. JULIA H. SABUNI

246. JULIANA EPHATA KIMAMBO

247. JULIUS AMAN DEMBE

248. JULIUS AVUNIWA SHESHE

249. JULIUS ZACHARIA NG’UMBI

250. KELVIN LEENG’S MANYANGA

251. KIJICHI LUTHERAN CHURCH

252. KISUMBO G. LAWUO

253. KUGYA MSAFIRI

254. LAWRENCE MUZE

255. LAWRENCIA N. MAKOYE

256. LAZARIUS E. MNDEME

257. LEAH MWANKENJA

258. LEONARD JAMES KASULWA

259. LIDYA JOHN BAIK

260. LINUS KAPERA LINDU

261. LOATA LAIZER MUNGAYA

262. LORDEN E. NZOGELA

263. LORDEN ELLY NZOGELA

264. LOYCE DAVI IFUGE

265. LUPAWA MWALONGO

(KKKT-USHARIKA WA

BAGAMOYO)

266. LUSELI OSSIAH MWAMAKULA

267. LUTHEREWA S. MINJA

268. LYDIA MAFOLE

269. MABIBO FARASI LUTHERAN

CHURCH

270. MAGDALENA SAIDI

271. MAGRETH MMBAGA

272. MANASE O. META

273. MANASE S. MUNUO

274. MARIAM A. NJALA

275. MARIETHA MUNUO (AZANIA

FRONT CATHEDRAL)

276. MARTHA E. MTALO

277. MARTIN JOSHUA SAMWEL

278. MARTIN MANZ KASHUBE

279. MARTIN MASAMU

280. MARTINA BARONGO BANGENDA

281. MARTINA J. KAKURWA

282. MARY A. HOKORORO

283. MARY B. KITALLA

284. MARY E. MWENDA

285. MARY EUGENE MMARI

286. MARY GERALD LEWANGA

287. MARY KANYILILI MLENZI

288. MARY R. LYIMO

289. MARY T. KWEKA

290. MATHAO ZEBRON ANDERSON

291. MATHIAS I. CHAWA

292. MERINA SHEMBWANA

293. MICHAEL ELIA NJIRO

294. MIKALI PENIELY MSUYA

295. MIKE J. MALLEWO

296. MILLIAN L. NGWEMBE

297. MONICA ANTHONY RASHID

298. MONICA PAUL MATUMBA

299. MONICA WAREHEMA JENGO

300. MR. ORCHESTA R. MLAY

301. MTAUYE WESTON MGODE

302. NAFTAL M NSEMWA

303. NAZA GEORGE MNGUMI

304. NDENI ANANDE SHOO

305. NDENISARIA G. NTUAH

306. NEEMA ALEX MTTOI

307. NEEMA J. ITUWE

308. NEEMA J. TENGU

309. NEEMA RODRICK MLAY

310. NELLY B. LYIMO

311. NELSON SALALA JOHN

312. NESTORY P. NCHIMAN

313. NGOSENGWA DANIEL MCHOME

314. NGUMOI N. LAIZER

315. NIA AMOS MBAGA

316. NICHOLAUS P. MVELLA

317. NILIWAKO HOSEA SANGA

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318. NIMROD OBERLN SAWE

319. NITIKE A. NGAILO

320. NOEL AMOS MUSHI

321. NUNTUFYE A.M. MWAMBONA

322. OLIVER ELIAWONI TEMU

323. OMEGA A. MONGI

324. OMEGA ELIAKIMU KIMARO

325. PAMELA H. MEENA

326. PATRICK R. DUGE

327. PAULINA GERVAS LUENA

328. PAULINA P. RWEZAURA

329. PETER EMMANUEL MATONYA

330. PETER GEORGE NGUGULU

331. PETER NTANGU MISANGA

332. PETERSON E. MNZAVA

333. PHILLEMON S. MUTASHUBIRWA

334. PRAYGOD E. NJIRO

335. PRISCA RAMADHANI

CHANKICHA

336. RAHABU ASAGILE

337. REBECA MVUNGI

338. REGULA H. SHAYO

339. REHEMA LUIMIKO MKEHA

340. REHEMA MGALULA

341. RESTITUTA F. JUAKALI

342. REUBEN EMMANUEL DAREMA

343. REUBEN O.SWAI

344. REV. ASTON A. KIBONA

345. REV. CHEDIEL SENDORO

346. REV. COSTANTINO

347. REV. MICHAEL LOCHO

348. RHODA KIMATH

349. RICHARD SIMON MINJA

350. RODRICK GODWIN MENGI

351. ROGATHE E. NGOWO

352. ROSE CUTHBERT ZUBERI

353. ROSE EBENEZA MURO

354. ROSE MALISA

355. ROSEANA NOEL SHOO

356. ROSEMARY ERIGEN KIMARO

357. ROSEMARY M. NGUBESI

358. SAFIEL MFANGAVO

359. SAFRONIA G. NGURE

360. SALOME THEOFIO KILEO

361. SAMARIA VICOBA GROUP

362. SAMBACHE MRIMI SIKI

363. SAMSON BARIKIEL SHOO

364. SAMSON JOHN FONGO

365. SAMWEL JOHN MWAKAPEJE

366. SELESTINE G. ILMELA

367. SHAWINIAUFOO A. KIMUTO

368. SIAELY GIBRON KILAWE

369. SIAH P. SHAYO

370. SILA NJIRO

371. SIMON URASSA

372. SMITON BAKEBULA IJUKANE

373. SOLOMON W. MACHA

374. SOPHIA BUKUKU

(KKKT MBEZI LUIS)

375. SOPHIA J. MWAKIPESILE

376. SOSPETER KEREFU

377. STANLEY N. LUBAGUMYA

378. STEPHANIE SAYORE

379. STEPHEN K. LAIZER

380. TAFUTENI R. MBUGUNI

381. TAIMISY D. SANGA

382. TEDDY JOSEPH KIMATARE

383. TEDDY KINOGE MTAGURWA

384. TITUS JAIRO MUSHI

385. TULIA KYELU

386. TUMAINI JUMA

387. TUMTUKUZE MWIDUNDA

388. TUPOKIGWE WILSON KYANDO

389. TUSEKILE TIMOTHY MWAMBUKUSI

390. USHARIKA WA MTONI

391. UZEELI E. KISENGE

392. VENANCE D. MTAMWEGA

393. VERONICA ALOYCE MALLYA

394. VERONICA TUMBWENE NG’ONDYA

395. VICENT SAID

396. VICTOR MALEWO (LUICO LTD)

397. VICTOR O. MACHA

398. WALTER N. MSANGI

399. WARANGE MAGAMBO

400. WEBSTER K. LUHANGA

401. WERAM THOMAS SHOO

402. WIDIELI EMMANUELI

403. WILBRIGHT M. MATEMBA

404. WILIFRED W. MASSAWE

405. WILLIAM D. GAMBUMU

406. WILLIAM T. MAINOYA

407. WILNEVUN G. NJAU

408. WITNESS MARTIN MPELUMBE

409. YESAYA TITO MAGIMBI

410. YOENI MMARI

411. ZACHARIA J. NG’UMBI

Kabla ya kuanza kwa Mkutano, Wanahisa walihudhuria semina ya saa moja kuhusu usomaji na tafsiri ya taarifa za fedha kwa kuwa wanahisa waliomba waelimishwe namna ya kutafsiri taarifa za fedha. Semina iliendeshwa na Bw. Ibrahim Mshindo kutoka Soko la Hisa la Dar es Salaam (DSE).

Mwenyekiti alifungua Mkutano kwa kuwakaribisha Wanahisa, Wakurugenzi na Menejimenti kwenye Mkutano Mkuu wa Wanahisa wa Maendeleo Bank PLC. Mwenyekiti alimkaribisha pia mwakilishi wa United Evangelical Mission, Mch. Chediel Sendoro, ambaye aliwasalimia wanahisa kwa neno la kuwatia moyo kutoka Yoshua 1:5-7.

Mwenyekiti alitambua uwepo wa Katibu Mkuu wa Kanisa la Kiinjili la Kilutheri Tanzania – Dayosisi ya Mashariki na Pwani, Makaimu Katibu Wakuu, Wawakilishi wa Benki Kuu ya Tanzania, LUICO, DSE na Core Securities. Ilikubaliwa kwamba, akidi ilitosha kuwezesha kuanza kwa Mkutano kwa mujibu wa Kanuni za Kampuni. Mkutano ulianza saa 4.20 asubuhi.

Mwenyekiti aliwaomba wanahisa kutumia ukurasa wa mwisho wa kitabu cha agenda kuandika.

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Kuridhia Agenda Wanahisa walikubaliana na agenda zifuatazo:

1. Kuridhia agenda za Mkutano Mkuu wa Pili wa Mwaka

2. Uthibitisho wa taarifa za Mkutano Mkuu wa Pili wa Mwaka

3. Yatokanayo kutoka Mkutano Mkuu wa Pili wa Mwaka

4. Kupokea taarifa ya Wakurugenzi kwa Mwaka unaoishia Desemba 31, 2015

5. Kupokea na kujadili taarifa ya Wakaguzi huru na taarifa za hesabu zilizokaguliwa kwa mwaka

unaoishia Desemba 31, 2015

6. Malipo ya Wakurugenzi kwa mwaka 2016

7. Uteuzi wa Wakaguzi huru wa hesabu kwa mwaka unaoishia Desemba 31, 2016

8. Mengineyo

9. Kupanga tarehe ya Mkutano Mkuu ujao

10. Kufunga Mkutano Muhtasari wa Mkutano Mkuu wa Pili wa Mwaka uliofanyika Aprili 30, 2016

Muhtasari wa Mkutano uliopita uliofanyika tarehe 30.04.2016 ulisomwa na kuidhinishwa kwa kuzingatia marekebisho yafuatayo; 1 Kuongeza jina la Mwanasheria wa Benki, Bwana Attorneys ambalo halikuwepo kwenye orodha ya mahudhurio. 2 Kupanga majina ya wanahisa kuendana na alfabeti. 3 Kuongeza majina ya wanahisa waliohudhuria Mkutano Mkuu uliopita lakini majina yao hayakuwepo kwenye orodha ya mahudhurio. 4 Kuweka majina ya mahudhurio katika muhtasari badala ya kuweka kama kiambatanisho mwishoni mwa kitabu, yaani utiaji saini wa muhtasari uwe baada ya uhakiki wa majina ya wanahisa waliohudhuria Mkutano. 5 Ziongezwe taarifa zaidi za kufunga mkutano ikiwa ni pamoja na mtu aliyefunga.

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Yatokanayo na Kumbukumbu za Mkutano Mkuu wa Pili uliofanyika tarehe 30.04.2016

s/na

Agenda Agizo

Yaliyofanyika

1

Kumb 3.(a)

(b)

Benki kuandaa mafunzo kwa wanahisa kuhusu kusoma na kutafsiri taarifa za fedha kwa vile wanahisa wengi hawajui taarifa hizo zinamaanisha nini.

Mafunzo yaliandaliwa na kuendeshwa na Mwakilishi wa DSE (Bw. Ibrahim Mshindo) kabla ya kuanza kwa Mkutano Mkuu wa tarehe 30.04.2016

2

3

Katika vikao vijavyo Wakaguzi huru hawahitajiki kuhudhuria mkutano kwa kuwa taarifa za ukaguzi na fedha zitawasilishwa na Menejimenti kwa niaba ya Bodi.

Azimio la kuiruhusu Bodi na Menejimenti kuendelea na mpango wa kukuza mtaji na kutoa taarifa kwenye mkutano ujao.

Ujira wa Mwenyekiti kuwa Shilingi Milioni 1.5 baada ya kodi na Shilingi Milioni 1 kwa Wajumbe wengine wa Bodi, baada ya kodi.

Posho ya kikao kwa Mwenyekiti kuwa Shilingi 650,000 baada ya kodi na kwa Wajumbe wengine kuwa Shilingi 600,000 baada ya kodi.

Kampuni ya Innovex iliteuliwa kama Mkaguzi huru kwa mwaka 2016 kwa ada ya Shilingi milioni 29 pamoja na kodi ya ongezeko la thamani. Hata hivyo Bodi iliagizwa kuwasilisha ada za angalau wakaguzi watatu kwa ajili ya ushindani na hivyo kupata bei nzuri.

Imetekelezwa.

Imetekelezwa.

Imetekelezwa. Ada za wakaguzi watatu ziliwasilishwa kutoka kwa wakaguzi mbalimbali kwa ajili ya kulinganisha.

Imetekelezwa. Hata hivyo wanahisa walikubaliana kusitisha agizo hili kwa kuiagiza Bodi ialike Wakaguzi kuwasilisha taarifa za hesabu zilizokaguliwa na kuondoka mara tu baada ya kutoa taarifa.

Mtaji uliongezeka kupitia zoezi la uuzaji wa hisa stahili ambapo kiasi cha Sh. Bilioni 2.83 zilikusanywa na kufanya jumla ya mtaji kufikia Sh. Bilioni 7.3. Benki ina mpango wa kuwa na toleo jipya la hisa za awali mwaka huu.

Kumb 4.

Kumb 6. (a)

Kumb. 7

(b)

Mambo yafuatayo yaliwasilishwa na kujadiliwa na wanahisa:

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Kupokea Taarifa ya Wakurugenzi kwa Mwaka Unaoishia Desemba 31, 2015.Mwenyekiti wa Bodi na Mkurugenzi Mtendaji waliwasilisha taarifa ya utendaji wa Benki kwa Wanahisa kwa kipindi kilichoishia Desemba 31, 2015. Katika taarifa hiyo utendaji wa benki ulilinganishwa na taasisi nyingine za fedha.

Wanahisa waliarifiwa kwamba:Maendeleo Bank PLC imefanya vizuri kiutendaji. Mwaka 2015 benki ilipanga kuongeza rasilimali zake kufikia shilingi bilioni 34.8 kiasi ambacho kilifikiwa na kuvuka lengo na hivyo kusababisha jumla ya rasilimali kuwa shilingi bilioni 54.50 ambayo ni 56% juu ya lengo.

Mtaji wa benki ulikua kutoka shilingi bilioni 4.50 hadi shilingi bilioni 7.35. Ongezeko hili lilitokana na zoezi la uuzaji wa hisa stahili ambalo lilifanyika Desemba 2015 na Januari 2016. Ongezeko hili la mtaji litaiwezesha benki kufungua angalau matawi mawili zaidi mwaka 2016.

Wanahisa waliarifiwa kwamba, benki ilifanikiwa kupata faida ya shilingi milioni 177.79 baada ya kodi dhidi ya lengo la shilingi milioni 136.85 ambayo ni 38% juu ya lengo.

Kwamba mwaka 2016 benki ina malengo yafuatayo;

a. Kuongeza rasilimali za benki kufikia shilingi bilioni 109.0; b. Kutoa mikopo kwa mashirika, mikopo ya wafanyabiashara wa kati, mikopo ya vikundi kufikia shilingi bilioni 55.9; c. Kuhamasisha uwekaji amana kufikia shilingi bilioni 80.0; d. Kufungua matawi mapya mawili; e. Kuanzisha huduma za kuweka na kukopa kwa kutumia simu za viganjani; f. Kuboresha huduma za akaunti binafsi na za akiba kwa kuongeza bima ya maisha kwa waweka akiba wote; g. Kuanzisha uhusiano wa ukusanyaji wa kodi na Mamlaka ya Ukusanyaji wa Mapato (TRA)

kupitia mfumo wa kibenki. Wanahisa waliipokea na kuidhinisha taarifa ya Wakurugenzi kama ilivyowasilishwa na Mwenyekiti na Mkurugenzi Mtendaji. Pia waliipongeza Bodi na Menejimenti kwa kufanya kazi nzuri kwa mwaka unaojadiliwa.

Kupokea Taarifa ya Wakaguzi Huru na Taarifa za Fedha kwa Mwaka Unaomalizikia Desemba 31, 2015.Taarifa za fedha kwa mwaka uliomalizikia Desemba 31, 2015 ziliwasilishwa na Menejimenti ya benki ambayo ilifanya masahihisho madogo kabla ya kuwasilisha kwa Wanahisa. Menejimenti iliwasilisha taarifa zilizokaguliwa na kuthibitisha kuwa benki ilipokea taarifa safi kutoka kwa Wakaguzi huru (Innovex) kwa mwaka uliomalizikia Desemba 31, 2015.

Wanahisa waliipokea na kuidhinisha taarifa ya Wakaguzi huru na taarifa za fedha kwa mwaka unaomalizikia Desemba 31, 2015. Hata hivyo, Wanahisa waliguswa na makosa ya uchapaji katika taarifa iliyowasilishwa na kuiagiza Bodi kuwa makini ili kuepuka makosa kama hayo baadaye. Pia Wanahisa waliagiza yafuatayo: • Wakaguzi huru waalikwe kuwasilisha na kutetea taarifa yao kwa Wanahisa. • Kiasi halisi kinachotumika katika Uwajibikaji wa Benki kwa Jamii kiwekwe wazi ikiwa ni pamoja na lengo husika kama ilivyoainishwa katika Sera ya Uwajibikaji kwa Jamii. • Maandalizi ya kabrasha la Mkutano Mkuu wa Mwaka yafanyike mapema kuepuka makosa katika taarifa na hata ikihitajika kuongeza muda wa maandalizi, kanuni za benki zinaweza kupitiwa upya ili kuwezesha mabadiliko. • Nakala za kabrasha la Mkutano Mkuu zinatakiwa kupatikana kwa wakati na kutumwa kwa Wanahisa kwa barua pepe ili kupunguza gharama (kwa Wanahisa walioainisha barua pepe zao).

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Kupokea na Kuidhinisha Malipo ya Wakurugenzi kwa Mwaka 2016Agenda iliwasilishwa na Mkurugenzi Mtendaji ambaye alieleza kuwa kufanya vizuri kwa benki ni matokeo ya wajumbe wa Bodi ya Wakurugenzi ambao wanaielekeza na kuiongoza Menejimenti mara kwa mara. Pia aliwaarifu Wanahisa kuwa posho za wajumbe wa Bodi kwa mwaka 2015 zilikuwa chini kulinganisha na zilizopo katika sekta ya benki, hivyo aliomba Mkutano Mkuu kufanya ongezeko kidogo ingawa inawezekana isifikie kabisa viwango vinavyolipwa na soko.

Kwa kuzingatia utendaji mzuri wa benki, Wanahisa waliazimia na kuidhinisha posho za Wakurugenzi kama ifuatavyo; 1. Malipo ya Wakurugenzi kwa mwaka yabaki kama yalivyo/awali. 2. Posho za vikao kwa Mwenyekiti ilipitishwa kuwa 650, 000/= baada ya kodi badala ya 550,000/= na Posho za Wakurugenzi wengine kuwa shilingi 600,000/= badala ya 500,000/= baada ya kodi.

Kuteua Wakaguzi Huru kwa Mwaka Unaomalizikia Desemba 31, 2016Wanahisa waliarifiwa kwamba kwa mujibu wa sheria na taratibu za kibenki za mwaka 2008 (2008 Banking and Financial Institutions (Independent Auditors Regulation); kila benki au taasisi ya fedha inatakiwa kuteua Mkaguzi huru wa kufanya ukaguzi kila mwaka.

Pia Wanahisa waliarifiwa kwamba, kampuni ya Innovex ilifanya ukaguzi wa benki kwa mihula mitatu mfululizo; yaani kuanzia mwaka uliomalizikia Desemba 31, 2013 hadi Desemba 31, 2015. Kwa mujibu wa sheria na taratibu za kibenki za mwaka 2008 (2008 Banking and Financial Institutions (Independent Auditors Regulations); Mkaguzi huru anaruhusiwa kuikagua taasisi moja ya fedha kwa kipindi cha miaka minne mfululizo.

Wanahisa waliarifiwa kwamba kampuni nne za ukaguzi zilipendekezwa baada ya kukidhi vigezo vilivyowekwa, ambavyo ni; • Uwezo wa kampuni – ukubwa wa kampuni pamoja na wafanyakazi wake; • Taarifa zilizopita – orodha ya wateja iliohudumia; • Kampuni kuwa katika orodha ya wakaguzi walioidhinishwa na Benki Kuu ya Tanzania (BOT); • Gharama iwe ndani ya matumizi ya benki.

Bodi ilipendekeza kampuni ya Innovex kuidhinishwa kama Mkaguzi huru wa benki kwa mwaka unaomalizikia Desemba 31, 2016 kwa gharama ya shilingi milioni 29.0 ikiwa ni pamoja na kodi ya ongezeko la thamani.

Azimio: Kampuni ya Innovex iliteuliwa kuwa Mkaguzi huru wa benki kwa mwaka 2016 kwa gharama ya shilingi milioni 29.0 ikiwa ni pamoja na kodi ya ongezeko la thamani.

Mengineyo

Wanahisa waliipongeza Bodi ya Wakurugenzi na Menejimenti ya benki kwa mafanikio yaliyopatikana na kuridhishwa na utendaji wao.

Kwa kuwa hakukuwa na mengineyo, Mwenyekiti aliwashukuru Wanahisa kwa ushiriki na michango yao katika Mkutano huo.

Mkutano UjaoWanahisa waliazimia kwamba Mkutano Mkuu wa Mwaka ufuatao ufanyike baada ya kupokea taarifa za fedha ili ziambatanishwe katika vitabu vya Mkutano. Bodi iliachiwa jukumu la kupendekeza tarehe na mahali pa mkutano na kutoa taarifa kwa wanahisa.

Kufunga MkutanoMwenyekiti alifunga Mkutano saa 8.15 mchana baada ya sala kutoka kwa Mchungaji Ernert Kadiva.

……………………………… ………....…………………Amulike S.K Ngeliama Ibrahim Mwangalaba Mwenyekiti Katibu Aprili 2016 Aprili 2016

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YATOKANAYO NA KUMBUKUMBU ZA MKUTANO WA PILI ULIOFANYIKA TAREHE 30, APRILI 2016 KATIKA UKUMBI WA DIAMOND JUBILEE,

DAR ES SALAAM:

Mambo yafuatayo yaliyotolewa na kujadiliwa na Wanahisa:

Na.

AgendaNa.

Agizo/Azimio Yaliyofanyika

1

2

Imetekelezwa.

Imetekelezwa..

.

2

5

Imetekelezwa.

3 6

Imetekelezwa.

4 7

Imetekelezwa.

Imetekelezwa. 5 9

Ujira wa Mwenyekiti na Wakurugenzi hauna mabadiliko na Posho ya vikao kwa Mwenyekiti imebadilika kutoka shilingi 550,000 hadi shilingi 650,000 na posho ya Wakurugenzi itakuwa shilingi 600,000 badala ya 500,000.

Kampuni ya Innovex iliteuliwa kama Mkaguzi Huru kwa mwaka 2016 kwa ada ya shilingi milioni 29.0 pamoja na kodi ya ongezeko la thamani.

Wanahisa waliagiza kuwa Mkutano Mkuu wa Tatu wa Mwaka ufanyike baada ya taarifa za hesabu kukamilika na kusainiwa na Mkaguzi Huru na pia iambatanishwe katika nakala ya Mkutano Mkuu.

Wanahisa waliainisha makosa na kurukwa kwa baadhi ya taarifa katika muhtasari. Hivyo waliagiza marekebisho pamoja na kuongezwa kwa majina yaliyokosekana katika orodha ya mahudhurio vifanyike.

Majina ya mahudhurio yaorodheshwe kufuata alfabeti ili kurahisisha utambuzi

Wakaguzi huru kualikwa ili kuwasilisha taarifa yao kwa Wanahisa badala ya kuwasilishwa na Menejimenti.

Gharama halisi zinazotumika katika shughuli za uwajibikaji kwenye jamii ziwekwe wazi pamoja na lengo lake kama ilivyoainishwa kwenye Sera ya Uwajibikaji kwa Jamii.

Maandalizi ya makabrasha ya Mkutano Mkuu yafanyike kwa ufasaha kuepuka makosa na pia kama muda wa maandalizi unahitajika, Kanuni zinaweza kuangaliwa upya kufanikisha hilo.

Makabrasha ya Mkutano Mkuu zitumwe mapema kwa wanahisa na pia kwa barua pepe kwa wenye nazo ili kupunguza gharama na kuwa�kia kwa wakati.

Wakaguzi huru w a m e a l i k w a kuwasilisha taarifa yao.

Imetekelezwa na ombi la kubadili kanuni litazungumzwa katika Mkutano huu.

Imetekelezwa. Hata hivyo tunapendekeza wanahisa waweke barua pepe zao ili zitumike katika Mikutano ijayo.

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TAARIFA YA WAKURUGENZI KWA MWAKA ULIOISHIA DESEMBA 31, 2016

TAARIFA YA MWENYEKITI

Ndugu Wanahisa, Mabibi na Mabwana, Habari za Asubuhi!

Mnamo Juni 1, 2013 nilipata heshima ya kuchaguliwa kuwa Mwenyekiti wa kwanza wa Maendeleo Bank PLC. Bodi ya Wakurugenzi ilirasimishwa katika Mkutano Mkuu wa Kwanza Mei 15, 2015 ambapo mimi na wajumbe wenzangu tulikabidhiwa Waraka wa Kanuni za uendeshaji wa benki (MEMARTS). Pia tulipewa jukumu la kuhakikisha benki inapata mafanikio kama inavyoonyeshwa katika Waraka wa Matarajio wa Benki. Wakati Kanuni za benki zinaelezea namna ambavyo tunashirikiana kama taasisi na namna tunavyoshirikiana na watu wengine nje ya taasisi, Waraka wa Matarajio unalenga kwenye hatua ya maendeleo katika kufanikisha malengo tuliyojiwekea kama taasisi.

Kwa kuwekeza jumla ya Shilingi milioni 4,515 katika hisa mliwezesha Bodi kufanya kazi yake kupitia wafanyakazi wenye uwezo na wanaojituma kuvutia amana kufikia Shilingi milioni 3,019 hadi mwisho wa 2013, na amana za Shilingi milioni 48,722 hadi mwishoni mwa 2015. Kwa kiasi hiki cha amana tuliweza kuihudumia jamii na kuiwezesha benki kuongeza mapato. Benki ilianza kwa kupata hasara ya Shilingi milioni 518 (kama ilivyotarajiwa) na kufikia jumla ya faida ya Shilingi milioni 178 kama ilivyoripotiwa kwenu mwaka 2015.

Katika jitihada za kutanua wigo wa biashara yetu na kufuatia ruhusa yenu ya kuidhinisha pendekezo la Bodi la kuongeza mtaji zaidi wa hisa kupitia uuzaji wa hisa stahili kwa wanahisa pamoja na kuweka toleo jipya la hisa kupitia soko la awali kwa mara nyingine. Kuzingatia pendekezo la kwanza, suala la kuuza hisa stahili kwa wanahisa lilipokelewa vizuri sana na ninyi wenyewe.

Mwitikio wenu wa kununua hisa stahili uliongeza shilingi milioni 2, 839 ambazo zilifanya mtaji wa benki uongezeke kufikia shilingi milioni 7,354. Ongezeko la mtaji ulitupa fursa ya kupata idhini ya Benki Kuu ya Tanzania tukaweza kuwasogezea huduma wateja wetu kwa karibu zaidi. Na sasa tuna matawi mawili zaidi yaliyoko Mwenge (Tumaini University) na Kariakoo.

Katika mwaka 2016, mambo makuu mawili yalitokea katika mazingira ya biashara. La kwanza, sera ya serikali iliyozitaka taasisi zote za serikali kuhamishia amana zao zote Benki Kuu ya Tanzania; kadhalika, taasisi zote za serikali ziliagizwa kufanya biashara na benki ambazo zinamilikiwa na Serikali au Serikali ina hisa. Mambo hayo yaliathiri amana za benki kutoka Shilingi milioni 48,722 iliyopatikana tulipofunga mwaka 2015 hadi Shilingi milioni 29,151 kufikia mwisho wa mwaka 2016. Jambo hili peke yake lilipunguza kiwango cha mikopo ya benki na kuathiri matarajio ya kupata faida ya Shilingi milioni 1, 800. Hali hii ilikuwa mbaya zaidi kutokana na mikopo mibaya iliyotokana na kuyumba kwa biashara nyingi za wakopaji wa benki. Hali hii iliathiri benki zote nchini. Matokeo yake, matumaini yetu ya kutoa gawio la kwanza mwaka 2017 kutokana na faida ya mwaka 2016 limeshindwa kutekelezeka.

Pamoja na changamoto hizo ambazo hatukuzitarajia, wafanyakazi wa benki waliweza kutengeneza faida ya Shilingi milioni 554 baada ya kodi. Bahati mbaya, tunashindwa kupendekeza gawiwo kwa kuwa mwangalizi ambaye ni Benki Kuu ya Tanzania ataturuhusu kufanya hivyo endapo tu tumeweza kuziba pengo la jumla ya hasara ya shilingi milioni 937 katika kipindi cha miaka miwili na robo iliyopita.

Muhula wetu wa kwanza unatarajiwa kufikia kikomo mnamo Mei, 2018 na ni matumaini yetu kuwa tutaweza kupendekeza gawio kwa ajili ya idhinisho lenu katika Mkutano Mkuu wa Mwaka ujao, kwani tunatarajia matokeo chanya. Tunajiamini kutoa tamko hili zito kutokana na sababu kuu mbili:

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Kwanza, tuna timu ya wafanyakazi wanaojituma na wenye uwezo.Hii inaidhinishwa na marejesho ya gharama zisizo na riba kwa kila mfanyakazi ambayo imetoka -48.6% mwaka 2013 hadi 33.3%, ikilinganishwa na wastani wa sekta ya benki ya 22.5%. Pia kiwango cha mapato kwa wafanyakazi ni Shilingi milioni -30.47 kwa mfanyakazi hadi shilingi milioni 21.55 kwa mfanyakazi kufikia 2016, ikilinganishwa na wastani wa sekta ya benki wa shilingi milioni 23.43 kwa mfanyakazi, hivyo kuifanya benki kushika nafasi ya 17 kati ya benki 58, katika kigezo hiki. Hakuna benki nyingine ya jamii yenye kiwango cha ufanisi kilichofikiwa na wafanyakazi wetu.

Pili, Maendeleo Bank PLC inafurahia umiliki wa wateja wa kipekee ambao wengi wao ni makanisa. Pia, familia ya KKKT imeamua kufanya kazi na Maendeleo Bank PLC na kuifanya kuwa benki ya biashara kitaifa yenye matawi au mawakala katika dayosisi zote zenye tija kiuchumi na zenye utayari. Tuko katika mchakato wa kuuza hisa katika soko la awali kwa mara nyingine ifikapo mwezi Agosti 2017. Hili litafanyika kwa idhini yenu ambapo nategemea ushirikiano wenu wa kutosha katika ununuzi wa hisa mpya kama mlivyofanya katika zoezi la toleo la hisa stahili.

Kwa taarifa hii, naamini katika kujitoa kwa kila mmoja wenu katika biashara hii ya kifamilia, kujitoa kwa wafanyakazi, kujitoa kwa galacha, kujitoa bila kuchoka kwa Wajumbe wa Bodi pamoja na utegemezi wetu kwa Mungu aishiye ambaye anasikia maombi yetu juu ya benki hii.

Tunafanya kazi katika mazingira yenye ushindani na changamoto nyingi ambazo tunatakiwa kuzitatua. Hivyo, tunategemea sana macho na masikio yenu ili kupata mrejesho wenu kwa kile tunachokifanya mahali popote mlipo. Pia tunaomba ushirikiano wenu wa kibiashara mkizingatia ushindani tulio nao. Kwa hayo machache, nachukua nafasi hii kuwakaribisha kupokea na kupitia Taarifa yetu ya Mwaka, Taarifa ya Mkurugenzi Mtendaji na ile Taarifa ya Wakaguzi wetu wa Nje ambayo Bodi imeipokea kama taarifa sahihi na inayofaa kuwasilishwa kwenu.

Amulike S. K Ngeliama Mwenyekiti

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TAARIFA YA MKURUGENZI MTENDAJI

Kwa niaba ya Bodi ya Wakurugenzi, nachukua nafasi hii kuelezea utendaji wa benki kwa mwaka ulioishia Desemba 31, 2016. Undani wa taarifa hii umo kwenye vitabu mlivyogawiwa.

Malengo ya BenkiMalengo muhimu ya benki kwa mwaka 2016 yalikuwa;

(i) Kukuza mtaji wa benki,(ii) Kuongeza rasilimali za benki kufikia Shilingi bilioni 94;(iii) Kutoa mikopo kwa makampuni, mikopo ya kati na mikopo ya vikundi yenye thamani ya Shilingi bilioni 55.0.(iv) Kuhamasisha uwekaji amana kufikia Shilingi bilioni 80,(v) Kufungua angalau matawi mawili.

Mikakati ya Kufanikisha MalengoMalengo muhimu kwa mwaka 2016 yalifanikiwa kupitia mikakati ifuatatyo:

(i) Kutangaza kwa umma kupitia runinga, redio na magazeti kama njia ya kuhamasisha uwekaji amana,

(ii) Kutumia watu wetu wa mauzo,

(iii) Kupata wateja wapya kutokana na wateja tulionao tayari,

(iv) Ubunifu na utekelezaji wa huduma sahihi na zenye bei nafuu,

(v) Kuajiri wafanyakazi wapya na kubaki na wafanyakazi wenye ufanisi,

(vi) Kuimarisha hali nzuri ya ukwasi.

Mafanikio kwa Mwaka 2016Hadi hufikia Desemba 31, 2016 utendaji wa benki ulikuwa kama ifuatavyo:

Amana:Benki ilifanikiwa kukusanya amana zenye thamani ya Shilingi bilioni 32.50 ikilinganishwa na lengo la kukusanya shilingi bilioni 80. Benki ilikuwa chini ya lengo kwa 59% kutokana na mabadiliko katika amana kwa taasisi za serikali.

Ongezeko la Wateja: Hadi kufikia Desemba 31, 2016 benki ilikuwa na wateja takribani 14,193 ambao walikuwa na akaunti

kwenye benki ikilinganishwa na lengo la wateja 15,000; hii ni sawa na 94.6% ya lengo.

Mikopo na Karadha: Mikopo na Karadha ilifikia Shilingi bilioni 25.0 ikilinganishwa na lengo la shilingi bilioni 54 sawa na mafanikio kwa 46%. Kutokufikiwa kwa lengo kulitokana na mabadiliko yaliyotokea kiuchumi yaliyoathiri ukuaji wa biashara na hivyo kuathiri mikopo pia.

Matokeo ya Uendeshaji kwa Mwaka 2016Benki ilipata mapato ya jumla ya Shilingi bilioni 8.5 ikilinganishwa na lengo la kupata shilingi bilioni 13.7; mafanikio haya ni 62% ya lengo.

Gharama za Uendeshaji:Jumla ya gharama za uendeshaji kwa mwaka 2016 zilifikia Shilingi bilioni 3.4 ikilinganishwa na makisio ya Shilingi bilioni 4.1; hii ni sawa na kuokoa kiasi cha 17%. Matokeo hayo yanaonyesha umahiri wa benki katika kusimamia matumizi yake.

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Rasilimali za Benki:Jumla ya rasilimali za benki ilifikia shilingi bilioni 41.7 ikilinganishwa na makisio ya Shilingi bilioni 94 ambayo ni sawa na 45% ya lengo. Kudorora kwa uwekaji wa amana na mikopo kutokana na mabadiliko katika mazingira ya biashara kulichangia mafanikio haya ya chini.

Faida kwa Mwaka: Benki ilipata faida ya Shilingi milioni 554 ikilinganishwa na lengo la Shilingi bilioni 1.09.

Ajira: Idadi ya wafanyakazi ilikuwa 53 ikilinganishwa na wafanyakazi 34 waliokuwepo mwishoni mwa

mwaka 2015. Ajira kwa kufuata jinsia ilikuwa: Wanawake 21 na Wanaume 32.

Mafanikio Mengineyo:Katika mwaka 2016, benki ilipata tuzo ya utambuzi kutoka Soko la Hisa la Dar es Salaam kama benki bora iliyosajiliwa kwenye soko la hisa chini ya dirisha la Ukuzaji wa Biashara; hii ni ishara ya umakini na kujituma ambao Bodi na Menejimenti imejikita katika uendeshaji wa benki.

Benki pia ilifanikiwa kufungua tawi moja lililopo Chuo Kikuu cha Tumaini – Mwenge na tawi la pili lililopo Kariakoo lilikuwa tayari kufunguliwa Januari, 2017, hii iliiwezesha benki kufunga mwaka 2016 ikiwa na matawi mawili.

Mwaka 2016, benki pia ilipata wageni kutoka Jamhuri ya Rwanda ambao walikuwa kikosi kazi kilichopewa jukumu la kuanzisha benki nchini Rwanda. Sababu kuu ya kuichagua Maendeleo Bank ilitokana namwendelezo wa utendaji wake tangu ilipofungua milango kwa jamii mwaka 2013. UEM ambao ni moja ya wanahisa wetu wakubwa, walikielekeza kikosi kazi hicho kwa Maendeleo Bank kwa ajili ya ziara ya mafunzo. Kikosi kazi kilimualika Mwenyekiti wetu wa Bodi, bwana Amulike Ngeliama, kutembelea nchini kwao na kuwapa uzoefu na mafaniko ya Maendeleo Bank. Mwenyekiti aliwatembelea na kuwaacha wakiwa wenye furaha na mioyo ya uthubutu.

Ibrahim A. Mwangalaba MKURUGENZI MTENDAJI.

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Katibu wa Benki: Hadi kufikia Desemba 31, 2016 Katibu wa benki alikuwa Bw. Ibrahim Mwangalaba ambaye pia ni Mkurugenzi Mtendaji wa benki.

Utawala wa Benki: Maendeleo Bank inafuata taratibu za utawala bora na utekelezaji wake unazingatia ukuaji endelevu wa benki. Hivyo, Bodi ina jukumu la kuwa na uelewa mzuri juu ya taratibu mpya za utawala bora zinazokubalika kimataifa, kikanda na kijamii ili kutekeleza utawala bora kwa manufaa ya kampuni na wadau wake wote.

Hakuna Mkurugenzi mwenye zaidi ya asilimia 2% ya jumla ya mtaji wa hisa uliotolewa.

Hisa za Wakurugenzi

Na.

Jina la Mkurugenzi Idadi ya hisa 2016

Idadi ya hisa 2016

1 Bw. Amulike S.K. Ngeliama 500 892 2 Bi. Dosca K. Mutabuzi 10,000 29,608 3 Balozi. Richard E. Mariki 4,000 10,000 4 Bw. Naftal M. Nsemwa 20,000 40,000 5 Mch. Ernest W. Kadiva 400 400 6 Bw. Felix H. Mlaki 10,000 147,255

7 Bi. Anna T. Mzinga 8,100 30,000 8 Bw. Ibrahim A . Mwangalaba 6,000 11,882

Jumla ya hisa za wakurugenzi

59,000 270,037

Mgawanyo wa Wanahisa wa Benki

Jumla ya idadi ya hisa zilizotolewa na kulipwa ni 14,590,691. Hisa hizi za benki zinamilikiwa kama ifuatavyo:

Mwanahisa Idadi ya Hisa Asilimia

United Evangelical Mission 2,80 8,815 19%

Taasisi za Dayosisi 1, 797,816 12%

ELCT -Eastern and Coastal Diocese 1,389,216 10%

Lutheran Investment Co.(LUICO) 604,573 4%

Hans Macha 426,78 3 3%

SACCOS 212,985 2%

Wanahisa binafsi 7,3 50,503 50%

JUMLA 14, 590 ,691 100%

Kazi za Benki:Kazi ya benki ni kutoa huduma za kibenki na masuala yote yahusuyo benki kama ilivyoainishwa katika She-ria za Mabenki na Taasisi za Fedha ya mwaka 2006. Hakukuwa na mabadiliko yoyote kuhusu kazi hizo hadi kufikia Desemba 31, 2016.

Mtaji wa Benki Mtaji wa benki kwa mwaka unaohusika ni kama ifuatavyo hapa chini;

Mtaji wa Hisa Ulioruhusiwa:Hisa za kawaida 60,000,000 kila hisa moja Shilingi 500.Mtaji UliolipiwaHisa za kawaida 14,590,691 kila hisa moja shilingi 500.

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Muundo wa Bodi:Ufuatao ni muundo wa Bodi ya Maendeleo bank hadi Desemba 31, 2016 :

Na Jina Nafasi Umri Uraia Sifa 1 Bw. Amulike

S.K. Ngeliama Mwenyekiti 67 Mtanzania B. A (Economics)

2 Bi. Dosca K. Mutabuzi

MakamuMwenyekiti

50 Mtanzania LLB, MBA , Advocate of High Court

3 Balozi. Richard E. Mariki

Mjumbe 73 Mtanzania Bachelor of Arts , MSC (Management)

4 Bw. Naftal M. Nsemwa

Mjumbe 70 Mtanzania B. A (Economics), PGD in Projects Analysis.

5

Mch. Ernest W. Kadiva

Mjumbe

49

Mtanzania

B’com (Marketing), Bachelor of Divinity, Masters of Theology.

6

Bw. Felix H. Mlaki

Mjumbe

43

Mtanzania

B. A (Economics, MBA -

Finance)

7

Bi. Anna T. Mzinga

Mjumbe 41 Mtanzania (Advanced Diploma in Accountancy, CPA (T), MBA – Finance)

8 Bw. Ibrahim A. Mwangalaba

MkurugenziMtendaji

48 Mtanzania B’Com (Marketing), Associateship Diploma in Banking, MBA (Finance).

Bodi ilikutana mara kadhaa kuhakikisha mfumo wa udhibiti wa ndani na taratibu za uendeshaji wa benki unazingatia kanuni za utawala bora.

Mahudhurio ya Mikutano ya Bodi: Katika kipindi cha mwaka 2016 Bodi ilikuwa na mikutano kadhaa. Mahudhurio ya mikutano ya Bodi na Kamati yameonyeshwa hapa chini:

Jina Wadhifa MBM BARC BCC Bw. Amulike S.K. Ngeliama Mjumbe 7

Bi. Dosca K. Mutabuzi 7 5

Balozi. Richard E. Mariki 7 7

Bw. Naftal M. Nsemwa 6 6 7

Mch. Ernest W. Kadiva 6

Bw. Felix H. Mlaki 5 7

Bi. Anna T. Mzinga 5 5

Bw. Ibrahim A. Mwangalaba MkurugenziMtendaji

7 7 7

Mjumbe

Mjumbe

Mjumbe

Mjumbe

Mjumbe

Mjumbe

Kumbuka: MBM – Mkutano Mkuu wa Bodi BARC – Kamati ya Bodi ya Ukaguzi na Athari Hatarishi BCC– Kamati ya Bodi ya Mikopo

Bodi inabeba jukumu kubwa la usimamizi wa benki, likiwemo jukumu la kutambua maeneo hatarishi, kufikiria na kusimamia maamuzi ya uwekezaji, kufikiria mambo ya fedha na kuangalia utendaji wa Menejimenti kuhusu mipango na bajeti.

Bodi ilikutana mara kadhaa ili kuhakikisha kunakuwepo na udhibiti imara wa mifumo na sera za uendeshaji wa kampuni kwa kuzingatia kanuni za utawala bora.

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Menejimenti ya BenkiKatika kipindi kinachojadiliwa, usimamizi wa benki ulikuwa chini ya Mkurugenzi Mtendaji akisaidiwa na viongozi waandamizi wafuatao;

• Mkuu Kitengo cha Fedha, • Mkuu Kitengo cha Rasilimali Watu, • Mkuu Kitengo cha Mikopo, • Mkuu Kitengo cha Ukaguzi wa Ndani na • Mkuu Kitengo cha Teknohama

Mtandao wa Matawi na Utoaji Huduma Hadi kufikia Desemba 31, 2016 Benki ilikuwa na matawi mawili: tawi la Luther House na la Mwenge ambalo lilifungua milango ya utendaji kwa jamii mwezi Oktoba 2016 na tawi la tatu lililopo Kariakoo lilikuwa katika hatua za mwisho.

(i) Kamati ya Ukaguzi na Athari Hatarishi (BARC):

(ii) Kamati ya Mikopo (BCC):

Na Jina Wadhifa Idadi ya Vikao

Vikao vilivyo

hudhuriwa 1 Bw. Naftal M. Nsemwa Mwenyekiti 7 6 2 Bw. Felix H. Mlaki Mjumbe 7 7 3 Bi. Anna T. Mzinga Mjumbe 7 5 4 Ibrahim Mwangalaba Mjumbe 7 7

Na Jina Wadhifa Idadi ya Vikao

Vikao vilivyo

hudhuriwa 1 Balozi. Richard Mariki Mwenyekiti 7 7 2 Bw. NaftalNsemwa Mjumbe 7 7 3 Bi . Dorsca Mutabuzi Mjumbe 7 5 4 Bw. Ibra him Mwangalaba Mjumbe 7 7

Bodi ina mwongozo wake wa kusimamia wajibu, majukumu, tija pamoja na ufanisi wa utendaji wa Bodi. Wakurugenzi pia wanatambua umuhimu wa kuwa watu wanaoaminika, wanaozingatia uwezo na uwajibikaji. Katika kipindi cha mwaka 2016 Bodi ilikuwa na kamati ndogo mbili ili kuhakikisha kampuni inakuwa na kiwango cha juu cha utawala bora. Kamati hizi ndogo ni pamoja na kamati ya Ukaguzi na Athari Hatarishi na kamati ya Mikopo.

Mikutano ya Kamati za BodiHadi Desemba 31, 2016 Bodi ilikuwa na Kamati mbili za Ukaguzi na Athari Hatarishi na Kamati ya Mikopo. Wajumbe wa kila kamati ni kama ifuatavyo:

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PERFORMANCE INDICATOR 2017 2016 Return on equity 8% 8% Total capital to total assets 23% 18% Return on assets 1.9% 1.3% Cost to income ratio 70% 83% Earn ings per share 63 38 Gross loans and advances to total deposits 62% 80% Net Loans and advances to total assets 47% 60% Non-performing loans, advances and overdrafts to total loans, advances and overdrafts 3% 4.9 % Interest expenses to interest income 35% 46% Interest margin to average earning assets 11% 10%

Kiashiria cha Utendaji

Usimamizi wa Hali hatarishi na Udhibiti wa NdaniBodi inakubali kubeba jukumu la kuhusika katika udhibiti wa mifumo ya ndani ya benki. Kwa hivyo,

ni jukumu la wakurugenzi kuhakikisha kwamba kunakuwepo na mifumo thabiti ya udhibiti wa mifu-

mo ya ndani ya benki kuhusu:

• Uimara na ufanisi wa utendaji • Ulinzi wa rasilimali za Benki • Uzingatiaji wa sheria na taratibu • Kukubalika kwa taarifa za hesabu • Uendelevu wa biashara katika mazingira ya kawaida na yenye changamoto

Mipango ya Maendeleo ya Baadae Benki itaendelea kuzingatia fursa za kibiashara zinazojitokeza katika uchumi hasa katika mikopo na bima. Benki ina mipango ifuatayo kwa mwaka 2017; • Kuhamasisha uwekaji amana kufikia Shilingi bilioni 74.0 ifikapo Desemba 31, 2017. • Kuimarisha ukopeshaji kufikia Shilingi bilioni 45.0. • Kuongeza rasilimali za benki kufikia Shilingi bilioni 94. • Kuanzisha huduma nyingine ikiwa ni pamoja na huduma za uwakala, akiba kupitia simu za mikononi na huduma za mikopo. • Kuongeza mtaji wa Shilingi bilioni 15.0 kupitia mauzo ya hisa katika soko la awali • Kupata faida ya Shilingi bilioni 1.8 kufikia Desemba 31, 2017.

Rasilimali Watu:Benki ina wafanyakazi wa kutosha wenye uwezo, sifa na uzoefu unaotakiwa kuendesha benki katika nafasi mbalimbali na kufikia malengo ya benki.

Changamoto na Mengine Yasiyotarajiwa Kwa kuwa benki inaendelea kukua kiutendaji, inahakikisha pia hatari za matokeo ya uendashaji na ya kibiashara yanapatiwa ufumbuzi kupitia kanuni na sera sahihi. Benki inakabiliwa na hatari mbalimbali za fedha kama vile mikopo, ukwasi, soko na hatari za kimkakati. Sera za kushughulikia hatari za benki zinapangwa na Bodi ya Wakurugenzi na kutekelezwa na Menejimenti.

Viashiria vya Utendaji Kazi Viashiria vifuatavyo ni muhimu kama kipimo cha utekelezaji wa mkakati wa benki na usimamizi wa biashara;

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Usawa wa Kijinsia Benki ni mwajiri wa watu wa jinsia zote. Hadi kufikia Desemba 31, 2016 benki ilikuwa na mgawan-yiko wa wafanyakazi kama ifuatavyo;

Jinsia 2016 2015 2014 2013

Wanawake 21 9 6 4

Wanaume 32 25 17 13

Jumla 53 34 23 17

Miamala na Wanaohusiana na BenkiBenki imezingatia misingi na taratibu za mahitaji husika katika miamala ya wanaouhusiana na benki.

Ubora na udhibiti wa mfumo wa ndani unategemea mambo yaliyoainishwa hapo juu. Kuna hatari ikiwa wafanyakazi hawatazingatia mambo hayo. Pamoja na ukweli kwamba, hakuna mfumo unaoweza kuhakikisha kusiwepo taarifa zisizo sahihi au hasara, mfumo umebuniwa kuihakikishia Bodi kuwa taratibu zilizowekwa zinafanya kazi kwa ufasaha.

Bodi ilitathmini mfumo wa udhibiti wa ndani kwa mwaka mzima ulioishia Desemba 31, 2016 na kujiridhisha kwamba mfumo uko imara.

Mambo ya Hatarishi Kwa maoni ya Wakurugenzi, hakuna mambo yoyote yanayoweza kuhatarisha shughuli za benki.

Hali ya UkwasiBodi inathibitisha kwamba taratibu za kihasibu zimezingatiwa na kwamba taarifa za fedha

zimetayarishwa kwa umahiri mkubwa. Bodi ya Wakurugenzi ina matumaini kwamba benki inavyo

vyanzo vya kutosha kuiwezesha kuendesha shughuli zake kwa siku zijazo.

Ustawi wa WafanyakaziUhusiano baina ya wafanyakazi na menejimenti umeendelea kuwa mzuri. Morali ya wafanyakazi ni

kubwa na hakuna malalamiko yoyote ya msingi yaliyoripotiwa kwenye Bodi. Kulikuwa na ushirikiano

mzuri kikazi kati ya menejimenti na wafanyakazi.

Benki ni mwajiri mzuri. Inatoa fursa sawa za ajira kwa waombaji wenye sifa zinazotakiwa kwa nafasi mbalimbali bila ubaguzi wa kijinsia, ukabila, dini, ndoa au ulemavu usioathiri shughuli za benki.

Katika kipindi cha mwaka, benki ilifanya yafuatayo kuboresha ustawi wa wafanyakazi:

• Kutoa mafunzo kwa wafanyakazi. • Mikopo kwa wafanyakazi ilitolewa kwa riba za upendeleo kama njia ya kuwavutia kubaki kazini. • Bima ya afya kwa wafanyakazi na wategemezi kwa vigezo maalum. • Kuchangia mafao ya wafanyakazi kwenye mifuko ya pensheni 10% kabla ya kodi.

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Taarifa ya Wajibu wa Wakurugenzi

Sheria ya Makampuni Na. 12 ya mwaka 2002 ya Tanzania, inawataka wakurugenzi kuandaa taarifa za fedha kwa kila mwaka wa fedha ambayo inatoa mstakabali wa Benki mwisho wa mwaka wa fedha na matokeo ya uendeshaji wa benki kwa mwaka huo. Pia inawataka wakurugenzi kuhakikisha Benki inatunza taarifa sahihi za kihasibu zinazoonyesha hali ya benki kifedha kwa usahihi katika kipindi chochote cha mwaka. Wakurugenzi pia wanawajibika kulinda rasilimali za benki.

Wakurugenzi wanahusika kuandaa na kuwasilisha taarifa hizi za fedha kwa usawa kuendana na Viwango vya Kimataifa vya Uwasilishaji Taarifa za Fedha. Jukumu hili linahusisha: kupanga, kutekeleza na kulinda mfumo sahihi wa ndani katika maandalizi na uwasilishaji wa taarifa za fedha zilizo sahihi ambazo hazina makosa yatokanayo na ubadhilifu au uzembe, kuchagua na kufuata sera sahihi za kihasibu na kufanya makadirio ambayo yana matokeo yanayoeleweka.

Wakurugenzi wanakubali kuwajibika na kutoa taarifa za fedha za mwaka zilizoandaliwa kufuata sera sahihi za kihasibu zinazoongozwa na fikra na makadirio sahihi yanayoendana na Viwango vya Kimataifa vya Uwasilishaji wa Taarifa za Fedha na pia katika hali inayotakiwa na Sheria ya Makampuni ya mwaka 2002. Kwa maoni ya Wakurugenzi taarifa za fedha zinatoa mwanga wa nafasi ya benki kifedha na matokeo ya utendaji wake.

Wakaguzi pia wanakubali kuwa ni jukumu lao kuboresha taarifa za kihasibu ambazo zinaweza kutumika katika maandalizi ya taarifa za fedha na kuweka mfumo mtoshelevu wa ndani wa kudhibiti usimamizi wa fedha.

Hakuna jambo lolote ambalo Wakurugenzi wamelibaini kuwa linaweza kuifanya Maendeleo Bank PLC

isiweze kuendelea na kazi zake angalau kwa kipindi kisichopungua miezi kumi na mbili ijayo kutoka tarehe ya kuwasilishwa kwa taarifa hii.

Uhusiano na Wadau Benki imeendelea kuimarisha uhusiano mzuri na wadau wote ikiwa ni pamoja na vyombo vya

usimamizi.

Uwajibikaji wa Benki kwenye JamiiNi sera yetu kuwa benki lazima itoe misaada kupitia uwajibikaji kwenye jamii katika nyanja zifuatazo;

Elimu, Afya, Mazingira na Misaada ya Kibinadamu. Shughuli hizi ni lazima ziwe katika maeneo ambayo

benki inafanya shughuli zake.

Benki ilishiriki kikamilifu katika shughuli za uwajibikaji kwenye kijamii kipindi chote cha mwaka.

Benki iligusa maisha ya wahitaji kupitia shughuli za kijamii ambazo zilikuwa; kutoa misaada ya vitu

mbalimbali kwa watoto wenye ulemavu katika kituo cha Mtoni Diaconic ambapo tulichangia Chakula

na Vyombo. Kituo cha Watoto Yatima cha Mt. Valentino – Buza ambapo tulichangia, Chakula, Ndoo

za maji ya kunywa, Mashuka na Meza, pia tulitembelea Tanzania Home Cares – Sabasaba (ambacho

ni kituo kinachomilikiwa na Serikali. Kinatunza watoto wanaoishi katika mazingira magumu) ambapo

tulichangia, Jozi 75 za viatu kwa watoto. Jumla ya gharama ya michango yote ilikuwa Shilingi

22, 791,198.

Wakaguzi Azimio la kupendekeza uteuzi wa Mkaguzi wa Benki kwa mwaka utakaoishia Desemba 31, 2017 litawekwa katika Mkutano Mkuu wa Mwaka huu.

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BODI YA WAKURUGENZI

UONGOZI WA JUU

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EXTERNAL AUDITOR’S REPORT AND FINANCIAL STATEMENTS OF THE BANK

INDEPENDENT AUDITOR’S REPORT TO MEMBERS OF MAENDELEO BANK PLC

Report on the Audit of the Financial Statements

Opinion We have audited the financial statements of Maendeleo Bank Plc, set out on pages 85 up to 101 which comprise the statement of financial position as at 31 December 2016, statement of profit or loss and other comprehensive income, statement of cash flows statement, and statement of changes in equity for the year ended 31 December 2016 and summary of significant accounting policies as well as other explanatory notes. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Maendeleo Bank Plc as at December 31, 2016, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Maendeleo Bank Plc in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in United Republic of Tanzania, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Area of focus How our audit addressed the area of focus and results of our audit

Allowance for impairment on loans and advances Refer to page 48 (Note 2.13 Accounting Policies) and page 56 (Note 3.1 and Critical Accounting Estimates and Judgements) Consideration is given at each financial statement position date to determine whether there is any indication of impairment of the carrying values of the bank’s loans and advances. Indications could be failure by borrowers to fully meet terms and conditions of the loans and advances, poor servicing of loans and advances and severe economic slowdown in a given sector. The determination of impairment provisions remains a highly subjective and judgmental area. Furthermore, the Bank is subject to significant regulatory scrutiny with respect to provisioning levels. In assessing impairment amount, the estimated future loan recoveries (future cash flows) are discounted to their present value based on the time value of money and the risk specific to an individual loan or the group of loans.

.

Deferred tax asset Refer to page 51 (Note 2.16 Significant Accounting Policies), and page 57

Our work covered impairment of loans and advances to customers. We understood and tested key controls and focused on: • the identification of impairment events and classification of loans • the governance over the impairment processes • the review and approval process that management have in place for the outputs of the Bank’s impairment model. We assessed the use of historic experience to estimate impairment events which have occurred but not reported and to derive estimates of future cashflows. We also focused on the calculation of required impairment provisions, including the use of a model, and in particular the critical assumptions used in the model and calculations. These assumptions include: 1. Timing of the expected cash flows 2. Expected future cash flows 3. Discount rates 4. Quality of security maintained 5. Time taken to realise security Further, we evaluated the accuracy of impairment tests applied. Results of our work Based on procedures performed and evidence obtained, we found management assumptions to be reasonable and therefore consider provisions to be appropriate. We understood and tested key controls over the production and approval of the forecast taxable profits used to support

Area of focus How our audit addressed the area of focus and results of our audit

(Note 3.5 and Critical Accounting Estimates and Judgements). The recognition of a deferred tax asset in respect of tax losses is permitted only to the extent that it is probable that future taxable profits will be available to utilize the tax losses carried forward. When considering the availability of future taxable profits, judgement is required when assessing projections of future taxable incomewhich are based on approved business plans/forecasts. The allocation of forecast profits is also judgmental when considering the utilization of the deferred tax assets in the separate legal entities where the assets reside. Furthermore, there have recently been changes to legislation in relation to the level of profits which banking entities may offset with brought forward tax losses.

the recognition of various deferred tax assets. We found the key controls were designed, implemented and operated effectively, and therefore we were able to place reliance on these controls for the purposes of our audit. We assessed whether the forecast profits were appropriate by challenging both the underlying and economic assumptions, focusing on those directly impacting the adjusted profit figures, for example interest rates and gross domestic product. We used our independent benchmarking data to benchmark a number of the economic assumptions to external data sources where possible, and also assessed previous forecasts for evidence of bias. We have evaluated the impact recent tax law changes on the calculation of the Bank's deferred tax balances, including confirming that the loss restriction rules have been correctly applied. In addition, we ensured that management’s forecasts considered the impacts of structural reform. We found that the both the utilisation period and the carrying value of the deferred tax asset together with the related disclosures are reasonable. Results of our work We found that both utilisation period and carrying value of deferred tax asset together with related disclosure are reasonable.

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Area of focus How our audit addressed the area of focus and results of our audit

Allowance for impairment on loans and advances Refer to page 48 (Note 2.13 Accounting Policies) and page 56 (Note 3.1 and Critical Accounting Estimates and Judgements) Consideration is given at each financial statement position date to determine whether there is any indication of impairment of the carrying values of the bank’s loans and advances. Indications could be failure by borrowers to fully meet terms and conditions of the loans and advances, poor servicing of loans and advances and severe economic slowdown in a given sector. The determination of impairment provisions remains a highly subjective and judgmental area. Furthermore, the Bank is subject to significant regulatory scrutiny with respect to provisioning levels. In assessing impairment amount, the estimated future loan recoveries (future cash flows) are discounted to their present value based on the time value of money and the risk specific to an individual loan or the group of loans.

.

Deferred tax asset Refer to page 51 (Note 2.16 Significant Accounting Policies), and page 57

Our work covered impairment of loans and advances to customers. We understood and tested key controls and focused on: • the identification of impairment events and classification of loans • the governance over the impairment processes • the review and approval process that management have in place for the outputs of the Bank’s impairment model. We assessed the use of historic experience to estimate impairment events which have occurred but not reported and to derive estimates of future cashflows. We also focused on the calculation of required impairment provisions, including the use of a model, and in particular the critical assumptions used in the model and calculations. These assumptions include: 1. Timing of the expected cash flows 2. Expected future cash flows 3. Discount rates 4. Quality of security maintained 5. Time taken to realise security Further, we evaluated the accuracy of impairment tests applied. Results of our work Based on procedures performed and evidence obtained, we found management assumptions to be reasonable and therefore consider provisions to be appropriate. We understood and tested key controls over the production and approval of the forecast taxable profits used to support

Area of focus How our audit addressed the area of focus and results of our audit

(Note 3.5 and Critical Accounting Estimates and Judgements). The recognition of a deferred tax asset in respect of tax losses is permitted only to the extent that it is probable that future taxable profits will be available to utilize the tax losses carried forward. When considering the availability of future taxable profits, judgement is required when assessing projections of future taxable incomewhich are based on approved business plans/forecasts. The allocation of forecast profits is also judgmental when considering the utilization of the deferred tax assets in the separate legal entities where the assets reside. Furthermore, there have recently been changes to legislation in relation to the level of profits which banking entities may offset with brought forward tax losses.

the recognition of various deferred tax assets. We found the key controls were designed, implemented and operated effectively, and therefore we were able to place reliance on these controls for the purposes of our audit. We assessed whether the forecast profits were appropriate by challenging both the underlying and economic assumptions, focusing on those directly impacting the adjusted profit figures, for example interest rates and gross domestic product. We used our independent benchmarking data to benchmark a number of the economic assumptions to external data sources where possible, and also assessed previous forecasts for evidence of bias. We have evaluated the impact recent tax law changes on the calculation of the Bank's deferred tax balances, including confirming that the loss restriction rules have been correctly applied. In addition, we ensured that management’s forecasts considered the impacts of structural reform. We found that the both the utilisation period and the carrying value of the deferred tax asset together with the related disclosures are reasonable. Results of our work We found that both utilisation period and carrying value of deferred tax asset together with related disclosure are reasonable.

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Area of focus How our audit addressed the area of focus and results of our audit

Revenue recognition Reference is made to page 46 (Significant Accounting Policies). Interest income is recognized in the statement of profit or loss and other comprehensive income for all interest bearing instruments on an accrual basis using the effective interest method, based on the actual purchase price. The effective interest rate method is a method of calculating the amortized cost of financial assets or a financial liability and of allocating the interest or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. Once a financial asset or a group of similar financial assets have been written down as a result of impairment loss, interest income is recognized using the rate of interest that was used to discount the future cash flows for the purpose of measuring the impairment loss. Fees and commissions are generally recognized on an accrual basis when the service has been provided or significant act has been performed. Loan commitment fees for loans that are likely to be drawn down are deferred (together with related direct costs) and recognized as an adjustment to the effective interest rate on the loan. Commission and fees arising from negotiating or participating in the negotiation of, a transaction for a third party –such as arrangement of the acquisition of shares or other securities or the purchase or sale of business are recognized on completion of the underlying transaction.

Results of our work We considered the appropriateness of the Bank’s income and other similar income recognition accounting policies, including the recognition and classification criteria for revenue. Due to the high reliance of revenue recognition on IT, we evaluated the integrity of the IT general control environment and tested the operating effectiveness of key IT application controls. We performed tests on critical segregation of duties. We performed month to month trend analysis on interest income and interest expense and compared the results with our expectations. We assessed transactions taking place at either side of the statement of financial position date to evaluate whether interest income and interest expense were recognized in the correct period Results of our work Based on procedures performed and evidence obtained, we found that revenue was fairly stated. However, the following matter was observed: The loan interest figures as per the general ledger were different from those on the loan status reports by TZS 22,941,071. Ideally the two should agree since the source of information recorded in the general ledger is the loan module. This anomaly is attributed to lack of regular reconciliations between the general ledger and the loan module. The different noted is not significant to impact the financial statements for the year ended 31 December 2016.

Area of focus How our audit addressed the area of focus and results of our audit

There is a risk that revenue may be overstated because fraud as a result of pressure management may feel to achieve performance targets.

Other key observations

• The number of shares issued and fully paid as per the Bank’s records di�er with those in the records of Dar es Salaam Stock Exchange (DSE). The reconciliation is going on to �nd out the where about of the 37,645 di�erence in shares. Management has adopted the register from DSE. The di�erence is currently in a suspense account opened at DSE under the name of Core Securities.

• We noted signi�cant delays in reversal of transactions that are passed in the core banking system, Bankers Realm. Net, to facilitate the restructuring and consolidation of loans. This practice exposes the bank to fraud in the event that the concerned borrowers decide to withdraw th e funds that are credited to their bank accounts by management. Furthermore, at the time of the audit, an amount of TZS 17,000,000 that was deposited (credited) in Fabian Maganga Ninga’s bank account during August 2016 has not yet been reversed (17th Februa ry 2017) and it was also still in the suspense account;

• We noted that the credit policy does not have procedures to guide requirements for restructuring/ consolidating loans and fees to be collected from the customers for the restructuring or consolidati on service;

• From our review of all transactions during the year, we noted that there were gaps in transactions identi�cation in the Banker Realm.Net system. There were a total of 47,445 missing transactions in 60 gaps. Furthermore, we noted that there i s a di�erence in 113 general ledger accounts between 2015 and 2016 that cannot be explained by the net movement of all transactions. Our expectation was that all income and expense accounts were supposed to be zerorised using entry with code 999.

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Area of focus How our audit addressed the area of focus and results of our audit

Revenue recognition Reference is made to page 46 (Significant Accounting Policies). Interest income is recognized in the statement of profit or loss and other comprehensive income for all interest bearing instruments on an accrual basis using the effective interest method, based on the actual purchase price. The effective interest rate method is a method of calculating the amortized cost of financial assets or a financial liability and of allocating the interest or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. Once a financial asset or a group of similar financial assets have been written down as a result of impairment loss, interest income is recognized using the rate of interest that was used to discount the future cash flows for the purpose of measuring the impairment loss. Fees and commissions are generally recognized on an accrual basis when the service has been provided or significant act has been performed. Loan commitment fees for loans that are likely to be drawn down are deferred (together with related direct costs) and recognized as an adjustment to the effective interest rate on the loan. Commission and fees arising from negotiating or participating in the negotiation of, a transaction for a third party –such as arrangement of the acquisition of shares or other securities or the purchase or sale of business are recognized on completion of the underlying transaction.

Results of our work We considered the appropriateness of the Bank’s income and other similar income recognition accounting policies, including the recognition and classification criteria for revenue. Due to the high reliance of revenue recognition on IT, we evaluated the integrity of the IT general control environment and tested the operating effectiveness of key IT application controls. We performed tests on critical segregation of duties. We performed month to month trend analysis on interest income and interest expense and compared the results with our expectations. We assessed transactions taking place at either side of the statement of financial position date to evaluate whether interest income and interest expense were recognized in the correct period Results of our work Based on procedures performed and evidence obtained, we found that revenue was fairly stated. However, the following matter was observed: The loan interest figures as per the general ledger were different from those on the loan status reports by TZS 22,941,071. Ideally the two should agree since the source of information recorded in the general ledger is the loan module. This anomaly is attributed to lack of regular reconciliations between the general ledger and the loan module. The different noted is not significant to impact the financial statements for the year ended 31 December 2016.

Area of focus How our audit addressed the area of focus and results of our audit

There is a risk that revenue may be overstated because fraud as a result of pressure management may feel to achieve performance targets.

Other key observations

• The number of shares issued and fully paid as per the Bank’s records di�er with those in the records of Dar es Salaam Stock Exchange (DSE). The reconciliation is going on to �nd out the where about of the 37,645 di�erence in shares. Management has adopted the register from DSE. The di�erence is currently in a suspense account opened at DSE under the name of Core Securities.

• We noted signi�cant delays in reversal of transactions that are passed in the core banking system, Bankers Realm. Net, to facilitate the restructuring and consolidation of loans. This practice exposes the bank to fraud in the event that the concerned borrowers decide to withdraw th e funds that are credited to their bank accounts by management. Furthermore, at the time of the audit, an amount of TZS 17,000,000 that was deposited (credited) in Fabian Maganga Ninga’s bank account during August 2016 has not yet been reversed (17th Februa ry 2017) and it was also still in the suspense account;

• We noted that the credit policy does not have procedures to guide requirements for restructuring/ consolidating loans and fees to be collected from the customers for the restructuring or consolidati on service;

• From our review of all transactions during the year, we noted that there were gaps in transactions identi�cation in the Banker Realm.Net system. There were a total of 47,445 missing transactions in 60 gaps. Furthermore, we noted that there i s a di�erence in 113 general ledger accounts between 2015 and 2016 that cannot be explained by the net movement of all transactions. Our expectation was that all income and expense accounts were supposed to be zerorised using entry with code 999.

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Responsibilities of Management and those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs, and the provisions of the Banking and Financial Institution Act, 2006 and Companies Act, No. 12 of 2002 and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determined that a matter should not be communicated in

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Responsibilities of Management and those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs, and the provisions of the Banking and Financial Institution Act, 2006 and Companies Act, No. 12 of 2002 and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determined that a matter should not be communicated in

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our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

This report, including the opinion, has been prepared for, and only for, the company’s members as a body in accordance with the Companies Act, No. 12 of 2002, the Banking and Financial Institutions Act 2006 and the Banking and Financial Institutions (External Auditors) Regulations, 2014 and for no other purposes.

As required by the Companies Act No. 12 of 2002, we are also required to report to you if, in our opinion, the Directors’ Report is not consistent with the financial statements, if the company has not kept proper accounting records, if the financial statements are not in agreement with the accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding Directors’ remuneration and transactions with the company is not disclosed. In respect of the foregoing requirements, we have no matter to report.

As required by the Banking and Financial Institutions Act 2006 and the Banking and Financial Institutions (External Auditors) Regulations, 2014, we are also required to report to you if, in our opinion, the Bank has complied with the Banking and Financial Institutions Act 2006 and its regulations. In respect of the foregoing requirements, we have no matter to report.

The engagement partner on the audit resulting in this independent auditor’s report is Christopher Mageka.

INNOVEX Auditors

Certified Public Accountants

Dar es Salaam

Christopher Mageka, CPA - PP Date 12/04/2017

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016 2016 2015 ASSETS Notes TZS`000 TZS`000 Cash and balances with Bank of Tanzania

5 5,302,308 6,793,705

Placements and balances with other banks

6 8,777,313 27,466,284

Government securities 7 - 994,364 Loans and advances to customers 8 24,913,340 17,714,204 Inventories 9 10,484 14,294 Other assets 10 958,502 238,015 Intangible assets 11 171,647 173,142 Property and equipment 12 518,952 444,984 Leasehold improvements 13 767,020 544,203 Deferred tax 16 260,135 122,773 Total assets 41,679,701 54,505,968 LIABILITIES Deposits from customers 14(a) 29,151,131 48,722,834 Deposits from banks 14(b) 3,300,000 - Other liabilities 15 1,797,667 362,188 Income tax payable

17 147,069 66,610

Total liabilities 34,395,867 49,151,632 SHAREHOLDERS` EQUITY Share capital 18 7,295,346 4,514,528 Share premium 55,616 - Advance towards share capital 19 - 1,461,477 Regulatory reserves 20(a) 37,031 315,599 General provision reserves 20(b) 216,779 - Retained earnings (320,938) (937,268) Total shareholder's equity 7,283,834 5,354,336 Total liabilities and equity 41,679,701 54,505,968 The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

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our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

This report, including the opinion, has been prepared for, and only for, the company’s members as a body in accordance with the Companies Act, No. 12 of 2002, the Banking and Financial Institutions Act 2006 and the Banking and Financial Institutions (External Auditors) Regulations, 2014 and for no other purposes.

As required by the Companies Act No. 12 of 2002, we are also required to report to you if, in our opinion, the Directors’ Report is not consistent with the financial statements, if the company has not kept proper accounting records, if the financial statements are not in agreement with the accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding Directors’ remuneration and transactions with the company is not disclosed. In respect of the foregoing requirements, we have no matter to report.

As required by the Banking and Financial Institutions Act 2006 and the Banking and Financial Institutions (External Auditors) Regulations, 2014, we are also required to report to you if, in our opinion, the Bank has complied with the Banking and Financial Institutions Act 2006 and its regulations. In respect of the foregoing requirements, we have no matter to report.

The engagement partner on the audit resulting in this independent auditor’s report is Christopher Mageka.

INNOVEX Auditors

Certified Public Accountants

Dar es Salaam

Christopher Mageka, CPA - PP Date 12/04/2017

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016 2016 2015 ASSETS Notes TZS`000 TZS`000 Cash and balances with Bank of Tanzania

5 5,302,308 6,793,705

Placements and balances with other banks

6 8,777,313 27,466,284

Government securities 7 - 994,364 Loans and advances to customers 8 24,913,340 17,714,204 Inventories 9 10,484 14,294 Other assets 10 958,502 238,015 Intangible assets 11 171,647 173,142 Property and equipment 12 518,952 444,984 Leasehold improvements 13 767,020 544,203 Deferred tax 16 260,135 122,773 Total assets 41,679,701 54,505,968 LIABILITIES Deposits from customers 14(a) 29,151,131 48,722,834 Deposits from banks 14(b) 3,300,000 - Other liabilities 15 1,797,667 362,188 Income tax payable

17 147,069 66,610

Total liabilities 34,395,867 49,151,632 SHAREHOLDERS` EQUITY Share capital 18 7,295,346 4,514,528 Share premium 55,616 - Advance towards share capital 19 - 1,461,477 Regulatory reserves 20(a) 37,031 315,599 General provision reserves 20(b) 216,779 - Retained earnings (320,938) (937,268) Total shareholder's equity 7,283,834 5,354,336 Total liabilities and equity 41,679,701 54,505,968 The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

12th April

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016 2016 2015 ASSETS Notes TZS`000 TZS`000 Cash and balances with Bank of Tanzania

5 5,302,308 6,793,705

Placements and balances with other banks

6 8,777,313 27,466,284

Government securities 7 - 994,364 Loans and advances to customers 8 24,913,340 17,714,204 Inventories 9 10,484 14,294 Other assets 10 958,502 238,015 Intangible assets 11 171,647 173,142 Property and equipment 12 518,952 444,984 Leasehold improvements 13 767,020 544,203 Deferred tax 16 260,135 122,773 Total assets 41,679,701 54,505,968 LIABILITIES Deposits from customers 14(a) 29,151,131 48,722,834 Deposits from banks 14(b) 3,300,000 - Other liabilities 15 1,797,667 362,188 Income tax payable

17 147,069 66,610

Total liabilities 34,395,867 49,151,632 SHAREHOLDERS` EQUITY Share capital 18 7,295,346 4,514,528 Share premium 55,616 - Advance towards share capital 19 - 1,461,477 Regulatory reserves 20(a) 37,031 315,599 General provision reserves 20(b) 216,779 - Retained earnings (320,938) (937,268) Total shareholder's equity 7,283,834 5,354,336 Total liabilities and equity 41,679,701 54,505,968 The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

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STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31

DECEMBER 2016

Notes 2016 2015 TZS`000 TZS`000

Interest income 21 7,438,888 5,589,976 Interest expense 22 (3,408,632) (2,922,061) Net interest income 4,030,256 2,667,915 Written off bad loans (282,298) - Loan and advances impairment charges

(599,357) (352,314)

Net interest income after impairment

3,148,601 2,315,601

Fees and commission income 23 (a) 1,036,141 890,427 Fees and commission expense 23(b) (47,027) (37,999) Net fees and commission income 989,114 852,428 Net operating income 4,137,715 3,168,029 Foreign exchange gain/(loss) 24 26,213 (14,974) Employee benefit expenses 25 (1,407,946) (1,037,862) General and administration costs 26 (1,727,380) (1,644,082) Depreciation and amortization 27 (267,703) (295,044) Operating expenses (3,376,816) (2,991,962) Profit for the year before tax 760,899 176,067 Income tax (expenses)/credit 28 (206,358) 1,725 Profit/(loss) for the year 554,541 177,792 Other comprehensive income - - Comprehensive income for the year 554,541 177,792 Basic and diluted earnings per share

29 37.99 19.69

The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

12th April

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016 2016 2015 ASSETS Notes TZS`000 TZS`000 Cash and balances with Bank of Tanzania

5 5,302,308 6,793,705

Placements and balances with other banks

6 8,777,313 27,466,284

Government securities 7 - 994,364 Loans and advances to customers 8 24,913,340 17,714,204 Inventories 9 10,484 14,294 Other assets 10 958,502 238,015 Intangible assets 11 171,647 173,142 Property and equipment 12 518,952 444,984 Leasehold improvements 13 767,020 544,203 Deferred tax 16 260,135 122,773 Total assets 41,679,701 54,505,968 LIABILITIES Deposits from customers 14(a) 29,151,131 48,722,834 Deposits from banks 14(b) 3,300,000 - Other liabilities 15 1,797,667 362,188 Income tax payable

17 147,069 66,610

Total liabilities 34,395,867 49,151,632 SHAREHOLDERS` EQUITY Share capital 18 7,295,346 4,514,528 Share premium 55,616 - Advance towards share capital 19 - 1,461,477 Regulatory reserves 20(a) 37,031 315,599 General provision reserves 20(b) 216,779 - Retained earnings (320,938) (937,268) Total shareholder's equity 7,283,834 5,354,336 Total liabilities and equity 41,679,701 54,505,968 The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2016

Notes 2016

TZS`000 2015

TZS`000 Cash flows from operating activities Profit for the year before tax 760,899 176,067 Adjustments for: Amortization of intangible assets 11 15,527 88,556 Loss on disposal - 2,674 Impairment on loans and advances 599,357 - Provision for written off loans and advances 282,298 - Depreciation of property and equipment 12 183,062 163,740 Amortization of leasehold improvements 13 84,773 42,748

1,925,916 473,785 Changes in operating assets and liabilities Increase in loans and advances (7,685,288) (10,063,317) Decrease in inventories 3,810 945 Increase in placements with other banks 18,688,971 (14,019,650) (Increase) /decrease in other assets (294,087) 770 (Decrease)/increase in customer's deposits (16,271,703) 32,898,513 Movement in statutory minimum reserve 1,471,908 (3,246,009) Increase in other liabilities 1,435,478 190,186 Cash generated from operating activities (724,995) 6,235,223 Income tax paid (196,650) (40,868) Net cash (used)/ generated in operating activities

(921,645) 6,194,355

Cash flows from investing activities Purchase of government securities 7 994,364 (994,364) Acquisition of intangible assets 11 (14,032) (94,157) Acquisition of property and equipment 12 (257,031) (284,808) Leasehold improvements costs incurred 13 (307,589) (301,717) Proceeds from sale of fixed assets - 18,000 Net cash used in investing activities 415,712 (1,657,046) Cash flows from financing activities Paid up share capital/right Issue 1,374,957 1,461,477 Net cash generated from financing activities 1,374,957 1,461,477 Net increase/(decrease) in cash and cash equivalents 869,024 5,998,786 Cash and cash equivalents 1 January 9,100,736 3,101,950 Cash and cash equivalents 31 December 33 9,969,760 9,100,736

The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

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STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31

DECEMBER 2016

Notes 2016 2015 TZS`000 TZS`000

Interest income 21 7,438,888 5,589,976 Interest expense 22 (3,408,632) (2,922,061) Net interest income 4,030,256 2,667,915 Written off bad loans (282,298) - Loan and advances impairment charges

(599,357) (352,314)

Net interest income after impairment

3,148,601 2,315,601

Fees and commission income 23 (a) 1,036,141 890,427 Fees and commission expense 23(b) (47,027) (37,999) Net fees and commission income 989,114 852,428 Net operating income 4,137,715 3,168,029 Foreign exchange gain/(loss) 24 26,213 (14,974) Employee benefit expenses 25 (1,407,946) (1,037,862) General and administration costs 26 (1,727,380) (1,644,082) Depreciation and amortization 27 (267,703) (295,044) Operating expenses (3,376,816) (2,991,962) Profit for the year before tax 760,899 176,067 Income tax (expenses)/credit 28 (206,358) 1,725 Profit/(loss) for the year 554,541 177,792 Other comprehensive income - - Comprehensive income for the year 554,541 177,792 Basic and diluted earnings per share

29 37.99 19.69

The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016 2016 2015 ASSETS Notes TZS`000 TZS`000 Cash and balances with Bank of Tanzania

5 5,302,308 6,793,705

Placements and balances with other banks

6 8,777,313 27,466,284

Government securities 7 - 994,364 Loans and advances to customers 8 24,913,340 17,714,204 Inventories 9 10,484 14,294 Other assets 10 958,502 238,015 Intangible assets 11 171,647 173,142 Property and equipment 12 518,952 444,984 Leasehold improvements 13 767,020 544,203 Deferred tax 16 260,135 122,773 Total assets 41,679,701 54,505,968 LIABILITIES Deposits from customers 14(a) 29,151,131 48,722,834 Deposits from banks 14(b) 3,300,000 - Other liabilities 15 1,797,667 362,188 Income tax payable

17 147,069 66,610

Total liabilities 34,395,867 49,151,632 SHAREHOLDERS` EQUITY Share capital 18 7,295,346 4,514,528 Share premium 55,616 - Advance towards share capital 19 - 1,461,477 Regulatory reserves 20(a) 37,031 315,599 General provision reserves 20(b) 216,779 - Retained earnings (320,938) (937,268) Total shareholder's equity 7,283,834 5,354,336 Total liabilities and equity 41,679,701 54,505,968 The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2016

Notes 2016

TZS`000 2015

TZS`000 Cash flows from operating activities Profit for the year before tax 760,899 176,067 Adjustments for: Amortization of intangible assets 11 15,527 88,556 Loss on disposal - 2,674 Impairment on loans and advances 599,357 - Provision for written off loans and advances 282,298 - Depreciation of property and equipment 12 183,062 163,740 Amortization of leasehold improvements 13 84,773 42,748

1,925,916 473,785 Changes in operating assets and liabilities Increase in loans and advances (7,685,288) (10,063,317) Decrease in inventories 3,810 945 Increase in placements with other banks 18,688,971 (14,019,650) (Increase) /decrease in other assets (294,087) 770 (Decrease)/increase in customer's deposits (16,271,703) 32,898,513 Movement in statutory minimum reserve 1,471,908 (3,246,009) Increase in other liabilities 1,435,478 190,186 Cash generated from operating activities (724,995) 6,235,223 Income tax paid (196,650) (40,868) Net cash (used)/ generated in operating activities

(921,645) 6,194,355

Cash flows from investing activities Purchase of government securities 7 994,364 (994,364) Acquisition of intangible assets 11 (14,032) (94,157) Acquisition of property and equipment 12 (257,031) (284,808) Leasehold improvements costs incurred 13 (307,589) (301,717) Proceeds from sale of fixed assets - 18,000 Net cash used in investing activities 415,712 (1,657,046) Cash flows from financing activities Paid up share capital/right Issue 1,374,957 1,461,477 Net cash generated from financing activities 1,374,957 1,461,477 Net increase/(decrease) in cash and cash equivalents 869,024 5,998,786 Cash and cash equivalents 1 January 9,100,736 3,101,950 Cash and cash equivalents 31 December 33 9,969,760 9,100,736

The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

12th April

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016 2016 2015 ASSETS Notes TZS`000 TZS`000 Cash and balances with Bank of Tanzania

5 5,302,308 6,793,705

Placements and balances with other banks

6 8,777,313 27,466,284

Government securities 7 - 994,364 Loans and advances to customers 8 24,913,340 17,714,204 Inventories 9 10,484 14,294 Other assets 10 958,502 238,015 Intangible assets 11 171,647 173,142 Property and equipment 12 518,952 444,984 Leasehold improvements 13 767,020 544,203 Deferred tax 16 260,135 122,773 Total assets 41,679,701 54,505,968 LIABILITIES Deposits from customers 14(a) 29,151,131 48,722,834 Deposits from banks 14(b) 3,300,000 - Other liabilities 15 1,797,667 362,188 Income tax payable

17 147,069 66,610

Total liabilities 34,395,867 49,151,632 SHAREHOLDERS` EQUITY Share capital 18 7,295,346 4,514,528 Share premium 55,616 - Advance towards share capital 19 - 1,461,477 Regulatory reserves 20(a) 37,031 315,599 General provision reserves 20(b) 216,779 - Retained earnings (320,938) (937,268) Total shareholder's equity 7,283,834 5,354,336 Total liabilities and equity 41,679,701 54,505,968 The Notes on pages 31 to 100 form an integral part of these financial statements. The financial statements on pages 27 to 30 were approved and authorized for issue by the Board of Directors on................................. 2017 and were signed on its behalf by:

Amulike S.K. Ngeliama Ibrahim Mwangalaba Chairperson Managing Director

88 101

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NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2016

5. CASH AND BALANCES WITH BANK OF TANZANIA

2016 TZS`000

2015 TZS`000

Cash in hand (Note 33)

927,257

750,793

Clearing account with Bank of Tanzania (Note 33) 1,322,451 585,573

Statutory minimum reserve* 3,052,600

1,278,500

5,302,308

2,614,866

*Section 44 of the Bank of Tanzania Act of 2006 and Sections 4 and 71 of the Banking and Financial Institution Act of 2006 requires the Bank to maintain a statutory minimum reserve (SMR) on its total deposits and liabilities and funds borrowed from general public. Minimum reserve requirement was 10% (2015:10 %) of the average deposits. The Statutory Minimum Reserve (SMR) deposit is not available to finance the Bank’s day-to-day operations and is hence excluded from cash and cash equivalents for the purpose of the cash flow statement (See Note 33). The cash on hand and balances with Bank of Tanzania are non-interest bearing.

2016

2015

6. PLACEMENTS AND BALANCES WITH OTHER BANKS TZS`000

TZS`000

Placements with local banks 7,657,575 26,173,955

Balances with local banks 707,564

949,257

Cheques and items for clearance with other banks 412,174 343,072

8,777,313 27,466,284

Maturity analysis

Redeemable on demand -Balances with local banks (Note 33) 707,564 949,257

-Cheques and items for clearing with other banks (Note 33) 412,174

343,072 Placements with local banks

-Maturity within 3 months from acquisition (Note 33)

6,600,315

5,539,211

-Maturity after 3 months but within 6 months from date of acquisition

1,057,260

7,736,954

-Maturity after 6 months from date of acquisition

-

12,897,790 8,777,313 27,466,284

7. GOVERNMENT SECURITIES Held to maturity Treasury bills - 994,364

Treasury bills are debts securities issued by the Government of the United Republic of Tanzania. As at 31 December 2016 the Bank had not treasury bills (2015: Nil)

7. GOVERNMENT SECURITIES (Continued) 2016 2015 TZS`000 TZS`000

Maturity analysis of Government securities is as follows:

Maturity after 3 months from date of acquisitions Treasury bills - 994,364 - 994,364

There were no Government securities maturing within 3 months from date of acquisition which form part of Bank cash and cash equivalent for the purpose of statement of cash flows (Note 33)

2016 2015 8. LOANS AND ADVANCES TO CUSTOMERS TZS`000

TZS`000

Term loans

20,655,987

16,482,314

Overdrafts 3,160,454 614,096 Staff loans and advances 739,053 406,265

Interest receivable 1,291,090 658,621

Gross loans and advances to customers

25,846,584

18,161,296

Less: Provisions for impairment

(933,244)

(447,092)

Net loans and advances to customers

24,913,340

17,714,204

Maturity analysis

The maturity analysis is based on the remaining period to contractual maturity from 31 December.

2016 2015 TZS`000 TZS`000

Maturing within 1 year

8,333,055

7,261,118

Maturing after 1 year but within 3 years

16,580,285

10,453,086

Net loans and advances

24,913,340

17,714,204

.

Credit impairment for loans and advances to customers

The movements in provisions for impairment losses on loans and advances as per International Financial Reporting Standards (IFRS) are as follows:

2016 2015 TZS`000 TZS`000 At 1 January 447,092 94,778 Increase in allowances for loan repayment 599,357 352,314 Write off of bad loans (113,205) - At 31 December 933,244 447,092

9. INVENTORY

ATM cards

10,484

13,894

Stationery - 400 10,484 14,294

2016

2015 TZS`000 TZS`000

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NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2016

5. CASH AND BALANCES WITH BANK OF TANZANIA

2016 TZS`000

2015 TZS`000

Cash in hand (Note 33)

927,257

750,793

Clearing account with Bank of Tanzania (Note 33) 1,322,451 585,573

Statutory minimum reserve* 3,052,600

1,278,500

5,302,308

2,614,866

*Section 44 of the Bank of Tanzania Act of 2006 and Sections 4 and 71 of the Banking and Financial Institution Act of 2006 requires the Bank to maintain a statutory minimum reserve (SMR) on its total deposits and liabilities and funds borrowed from general public. Minimum reserve requirement was 10% (2015:10 %) of the average deposits. The Statutory Minimum Reserve (SMR) deposit is not available to finance the Bank’s day-to-day operations and is hence excluded from cash and cash equivalents for the purpose of the cash flow statement (See Note 33). The cash on hand and balances with Bank of Tanzania are non-interest bearing.

2016

2015

6. PLACEMENTS AND BALANCES WITH OTHER BANKS TZS`000

TZS`000

Placements with local banks 7,657,575 26,173,955

Balances with local banks 707,564

949,257

Cheques and items for clearance with other banks 412,174 343,072

8,777,313 27,466,284

Maturity analysis

Redeemable on demand -Balances with local banks (Note 33) 707,564 949,257

-Cheques and items for clearing with other banks (Note 33) 412,174

343,072 Placements with local banks

-Maturity within 3 months from acquisition (Note 33)

6,600,315

5,539,211

-Maturity after 3 months but within 6 months from date of acquisition

1,057,260

7,736,954

-Maturity after 6 months from date of acquisition

-

12,897,790 8,777,313 27,466,284

7. GOVERNMENT SECURITIES Held to maturity Treasury bills - 994,364

Treasury bills are debts securities issued by the Government of the United Republic of Tanzania. As at 31 December 2016 the Bank had not treasury bills (2015: Nil)

7. GOVERNMENT SECURITIES (Continued) 2016 2015 TZS`000 TZS`000

Maturity analysis of Government securities is as follows:

Maturity after 3 months from date of acquisitions Treasury bills - 994,364 - 994,364

There were no Government securities maturing within 3 months from date of acquisition which form part of Bank cash and cash equivalent for the purpose of statement of cash flows (Note 33)

2016 2015 8. LOANS AND ADVANCES TO CUSTOMERS TZS`000

TZS`000

Term loans

20,655,987

16,482,314

Overdrafts 3,160,454 614,096 Staff loans and advances 739,053 406,265

Interest receivable 1,291,090 658,621

Gross loans and advances to customers

25,846,584

18,161,296

Less: Provisions for impairment

(933,244)

(447,092)

Net loans and advances to customers

24,913,340

17,714,204

Maturity analysis

The maturity analysis is based on the remaining period to contractual maturity from 31 December.

2016 2015 TZS`000 TZS`000

Maturing within 1 year

8,333,055

7,261,118

Maturing after 1 year but within 3 years

16,580,285

10,453,086

Net loans and advances

24,913,340

17,714,204

.

Credit impairment for loans and advances to customers

The movements in provisions for impairment losses on loans and advances as per International Financial Reporting Standards (IFRS) are as follows:

2016 2015 TZS`000 TZS`000 At 1 January 447,092 94,778 Increase in allowances for loan repayment 599,357 352,314 Write off of bad loans (113,205) - At 31 December 933,244 447,092

9. INVENTORY

ATM cards

10,484

13,894

Stationery - 400 10,484 14,294

2016

2015 TZS`000 TZS`000

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7. GOVERNMENT SECURITIES (Continued) 2016 2015 TZS`000 TZS`000

Maturity analysis of Government securities is as follows:

Maturity after 3 months from date of acquisitions Treasury bills - 994,364 - 994,364

There were no Government securities maturing within 3 months from date of acquisition which form part of Bank cash and cash equivalent for the purpose of statement of cash flows (Note 33)

2016 2015 8. LOANS AND ADVANCES TO CUSTOMERS TZS`000

TZS`000

Term loans

20,655,987

16,482,314

Overdrafts 3,160,454 614,096 Staff loans and advances 739,053 406,265

Interest receivable 1,291,090 658,621

Gross loans and advances to customers

25,846,584

18,161,296

Less: Provisions for impairment

(933,244)

(447,092)

Net loans and advances to customers

24,913,340

17,714,204

Maturity analysis

The maturity analysis is based on the remaining period to contractual maturity from 31 December.

2016 2015 TZS`000 TZS`000

Maturing within 1 year

8,333,055

7,261,118

Maturing after 1 year but within 3 years

16,580,285

10,453,086

Net loans and advances

24,913,340

17,714,204

.

Credit impairment for loans and advances to customers

The movements in provisions for impairment losses on loans and advances as per International Financial Reporting Standards (IFRS) are as follows:

2016 2015 TZS`000 TZS`000 At 1 January 447,092 94,778 Increase in allowances for loan repayment 599,357 352,314 Write off of bad loans (113,205) - At 31 December 933,244 447,092

9. INVENTORY

ATM cards

10,484

13,894

Stationery - 400 10,484 14,294

2016

2015 TZS`000 TZS`000 10. OTHER ASSETS

Prepayments 228,810

84,848

Staff salary advances 15,567

14,290

Withholding tax receivable 95,533 71,522

Other assets 618,592

67,355

958,502 238,015

All other assets are current and no provision for impairment was made (2015: Nil).

2016 2015 11. INTANGIBLE ASSETS TZS`000 TZS`000

Year 2016

Cost

At 1 January 344,001 244,847

Additions 14,032 94,157

At 31 December 358,033 339,004

Amortisation

At 1 January (170,859) 77,306

Charge for the year (15,527) 88,556

At 31 December (186,386) 165,862

Net Book Value

At 31 December 171,647 173,142

The intangible assets represent the computer software acquired by the Bank. No intangible assets have been pledged as security for liabilities (2015:173,142). There are no restrictions on the software other than those outlined in the software licence.

As at 31 December 2016, there were no significant intangible assets controlled by the entity which have not been recognised as assets.

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13. LEASEHOLD IMPROVEMENTS 2016 2015

TZS`000 TZS`000

Cost At 1 January 654,686 352,969 Additions 307,589 301,717 At 31 December 962,275 654,686 Amortization At 1 January (110,483) 67,735 Charge for the year (84,772) 42,748 At December (195,255) 110,483 Net book value 767,020 544,203

14. DEPOSITS (a) DEPOSITS FROM CUSTOMERS Current accounts 8,937,863 10,538,842 Savings accounts 4,659,850 4,336,305 Time deposit accounts 15,553,418 33,847,687 29,151,131 48,722,834 Savings and time deposits are interest bearing accounts. The interest bearing

customer deposits accounts carry variable interest rates. Maturity analysis Repayable on demand 13,597,713 14,875,148 Maturing within three months 2,378,552 14,744,047 After 3 months but within one year 13,174,866 10,262,849 Maturing after one year - 8,840,790 29,151,131 48,722,834 (b) DEPOSITS FROM BANKS Deposits from banks 3,300,000 - Deposits from banks are interest bearing with variable interest rates. Maturity analysis Maturing within three months 3,000,000 - After 3 months but within one year 300,000 - Maturing after one year - - 3,300,000 -

2016 2015 15. OTHER LIABILITIES TZS`000 TZS`000 Accrued expenses 44,827 48,027 Insurance payables 24,870 198,591 Others 1,727,970 115,570 1,797,667 362,188 Maturity analysis Maturity within 3 months 1,797,667 362,188

16. DEFERRED INCOME TAX ASSET Deferred income tax asset (260,134) (122,773)

Deferred income tax is calculated on all temporary differences under the liability method using a principal tax rate of 30%. The movement on the deferred income tax account is as follows:

2016 2015 TZS`000 TZS`000 At start of the year (122,773) (13,570) Credit to statement of profit or loss and other

comprehensive income (Note 27)

(137,361)

(109,203) At end of year (260,134) (122,773) Deferred income tax liability and deferred income tax credit to the statement of profit

or loss and other comprehensive income are attributed to the following items: 2016 2015 Deferred income tax TZS`000 TZS`000 Accelerated capital allowance 11,975 15,846 Provisions (279,973) (134,127) Unrealized exchange (loss)/gains 7,864 (4,492) (260,134) (122,773) 17. INCOME TAX PAYABLE At 1 January 66,610 - Tax charge to statement of profit or loss and other

comprehensive income (Note 27)

343,719

107,478 Tax paid during the year (263,260) (40,868) At 31 December 147,069 66,610 18. CAPITAL AND RESERVES Authorized 60,000,000 shares of TZS 500 each 30,000,000 30,000,000 Issued and fully paid-up share Capital 9,029,056 shares of TZS 500 each 4,514,528 4,514,528 5,561,635 Right issue of TZS 500 each 2,780,818 - 7,295,346 4,514,528 19. ADVANCE TOWARDS SHARE CAPITAL The shareholders approved issuance of rights issue at the Annual General Meeting.

Page 93: Annual General Meeting 2016 - maendeleobank.co.tz AGM... · kisumbo g. lawuo 253. kugya msafiri 254. lawrence muze 255. lawrencia n. makoye 256. ... patrick r. duge 327. paulina gervas

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13. LEASEHOLD IMPROVEMENTS 2016 2015

TZS`000 TZS`000

Cost At 1 January 654,686 352,969 Additions 307,589 301,717 At 31 December 962,275 654,686 Amortization At 1 January (110,483) 67,735 Charge for the year (84,772) 42,748 At December (195,255) 110,483 Net book value 767,020 544,203

14. DEPOSITS (a) DEPOSITS FROM CUSTOMERS Current accounts 8,937,863 10,538,842 Savings accounts 4,659,850 4,336,305 Time deposit accounts 15,553,418 33,847,687 29,151,131 48,722,834 Savings and time deposits are interest bearing accounts. The interest bearing

customer deposits accounts carry variable interest rates. Maturity analysis Repayable on demand 13,597,713 14,875,148 Maturing within three months 2,378,552 14,744,047 After 3 months but within one year 13,174,866 10,262,849 Maturing after one year - 8,840,790 29,151,131 48,722,834 (b) DEPOSITS FROM BANKS Deposits from banks 3,300,000 - Deposits from banks are interest bearing with variable interest rates. Maturity analysis Maturing within three months 3,000,000 - After 3 months but within one year 300,000 - Maturing after one year - - 3,300,000 -

2016 2015 15. OTHER LIABILITIES TZS`000 TZS`000 Accrued expenses 44,827 48,027 Insurance payables 24,870 198,591 Others 1,727,970 115,570 1,797,667 362,188 Maturity analysis Maturity within 3 months 1,797,667 362,188

16. DEFERRED INCOME TAX ASSET Deferred income tax asset (260,134) (122,773)

Deferred income tax is calculated on all temporary differences under the liability method using a principal tax rate of 30%. The movement on the deferred income tax account is as follows:

2016 2015 TZS`000 TZS`000 At start of the year (122,773) (13,570) Credit to statement of profit or loss and other

comprehensive income (Note 27)

(137,361)

(109,203) At end of year (260,134) (122,773) Deferred income tax liability and deferred income tax credit to the statement of profit

or loss and other comprehensive income are attributed to the following items: 2016 2015 Deferred income tax TZS`000 TZS`000 Accelerated capital allowance 11,975 15,846 Provisions (279,973) (134,127) Unrealized exchange (loss)/gains 7,864 (4,492) (260,134) (122,773) 17. INCOME TAX PAYABLE At 1 January 66,610 - Tax charge to statement of profit or loss and other

comprehensive income (Note 27)

343,719

107,478 Tax paid during the year (263,260) (40,868) At 31 December 147,069 66,610 18. CAPITAL AND RESERVES Authorized 60,000,000 shares of TZS 500 each 30,000,000 30,000,000 Issued and fully paid-up share Capital 9,029,056 shares of TZS 500 each 4,514,528 4,514,528 5,561,635 Right issue of TZS 500 each 2,780,818 - 7,295,346 4,514,528 19. ADVANCE TOWARDS SHARE CAPITAL The shareholders approved issuance of rights issue at the Annual General Meeting.

Page 94: Annual General Meeting 2016 - maendeleobank.co.tz AGM... · kisumbo g. lawuo 253. kugya msafiri 254. lawrence muze 255. lawrencia n. makoye 256. ... patrick r. duge 327. paulina gervas

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The rights issue exercise commenced on 9 November 2015 and closed on 29 January 2016. As of 31 December 2015, TZS 1,461,477,000 was paid by shareholders for the purpose of acquiring shares. These were subsequently allotted during 2016.

20. RESERVES (a) REGULATORY RESERVE Regulatory reserves represent an amount set aside to cover additional provision for

losses over and above the impairment of loans advances required in order to comply with the requirements of the Bank of Tanzania. This reserve is not available for distribution.

Provision for non-performing assets is computed using both IAS 39 approach and BOT regulatory approach. IAS 39 provision is charged to the statement of profit or loss and other comprehensive income. Where the IAS 39 provision is less than BOT provision, then the excess over IAS 39 provision is taken to a non-distributable reserve known as Regulatory Risk Reserve. During the year under review the provisions using both approaches were as follows:

2016 2015 TZS`000 TZS`000 Provision per Bank of Tanzania approach 970,274 791,022 Provision per IAS 39 (Note 8)

(933,244) (475,423)

Excess over IAS provision taken to regulatory risk reserve

37,030

315,599 (b) GENERAL PROVISION RESERVE General provision reserve represents the surplus of loan provision computed as per the

Bank of Tanzania regulations over the impairment of loans and advances. This is a non-distributable reserve. The movements in general banking risk reserve are as follows:

2016 2015 TZS`000 TZS`000 At 1 January - - Movement during the year: Transfer from equity during the year 216,779 - At 31 December 216,779 - This is per the Banking and Financial Institutions (Management of Risk Assets)

Regulation 2014 which is 1% of the current classification. 21. INTEREST INCOME 2016

TZS`000 2015

TZS`000 Loans and advances to customers 4,898,115 2,930,109 Placements and balances with other banks 2,440,144 2,554,230 Interest on Government securities 100,629 105,637 7,438,888 5,589,976

22. INTEREST EXPENSE Deposits from customers: -Time deposits 3,287,927 2,864,275 -Savings deposits 59,645 57,786 -Borrowing from Banks 61,060 3,408,632 2,922,061 23. NET FEES, COMMISSION AND OTHER INCOME (a) Fees and commission and other income Commission received from insurance services 127,587 90,825 Commission received from other services 208,870 191,961 Application fees 212,342 42,956 Management fees 322,411 421,564 Payroll processing fee 16,716 15,761 Other fee 116,362 117,209 Penalties 31,853 10,151 1,036,141 890,427 (b) Fees and commission expense Financial charges 47,027 37,999 24. NET FOREIGN EXCHANGE INCOME Exchange gain on trading 84,370 126,457 Exchange loss on revaluation (58,157) (141,431) 26,213 (14,974) 25. EMPLOYEE BENEFIT EXPENSE Salaries and allowances 1,171,581 857,821 Pension costs- defined contribution plan 117,696 82,306 Skills and Development Levy 59,041 42,875 Leave allowances 49,085 50,416 Workman’s compensation 10,544 4,444 1,407,947 1,037,862 26. GENERAL AND ADMINISTRATION COSTS TZS`000 TZS`000 Office expenses 983,199 691,128 Deposit mobilization fee* 137,963 409,202 Annual general meeting 61,149 48,094 Legal fees 23,843 20,000 Board expenses 19,739 37,501 Directors` remuneration 93,451 62,160 Auditors` remuneration 42,301 20,000 Accounting fees 27,687 5,689 Rent expense 200,449 172,591 Property and equipment maintenance cost 39,684 47,803 Fuel cost 48,500 24,992 Staff welfare 21,698 94,616 Other expenses 27,717 10,306 1,727,380 1,644,082

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The rights issue exercise commenced on 9 November 2015 and closed on 29 January 2016. As of 31 December 2015, TZS 1,461,477,000 was paid by shareholders for the purpose of acquiring shares. These were subsequently allotted during 2016.

20. RESERVES (a) REGULATORY RESERVE Regulatory reserves represent an amount set aside to cover additional provision for

losses over and above the impairment of loans advances required in order to comply with the requirements of the Bank of Tanzania. This reserve is not available for distribution.

Provision for non-performing assets is computed using both IAS 39 approach and BOT regulatory approach. IAS 39 provision is charged to the statement of profit or loss and other comprehensive income. Where the IAS 39 provision is less than BOT provision, then the excess over IAS 39 provision is taken to a non-distributable reserve known as Regulatory Risk Reserve. During the year under review the provisions using both approaches were as follows:

2016 2015 TZS`000 TZS`000 Provision per Bank of Tanzania approach 970,274 791,022 Provision per IAS 39 (Note 8)

(933,244) (475,423)

Excess over IAS provision taken to regulatory risk reserve

37,030

315,599 (b) GENERAL PROVISION RESERVE General provision reserve represents the surplus of loan provision computed as per the

Bank of Tanzania regulations over the impairment of loans and advances. This is a non-distributable reserve. The movements in general banking risk reserve are as follows:

2016 2015 TZS`000 TZS`000 At 1 January - - Movement during the year: Transfer from equity during the year 216,779 - At 31 December 216,779 - This is per the Banking and Financial Institutions (Management of Risk Assets)

Regulation 2014 which is 1% of the current classification. 21. INTEREST INCOME 2016

TZS`000 2015

TZS`000 Loans and advances to customers 4,898,115 2,930,109 Placements and balances with other banks 2,440,144 2,554,230 Interest on Government securities 100,629 105,637 7,438,888 5,589,976

22. INTEREST EXPENSE Deposits from customers: -Time deposits 3,287,927 2,864,275 -Savings deposits 59,645 57,786 -Borrowing from Banks 61,060 3,408,632 2,922,061 23. NET FEES, COMMISSION AND OTHER INCOME (a) Fees and commission and other income Commission received from insurance services 127,587 90,825 Commission received from other services 208,870 191,961 Application fees 212,342 42,956 Management fees 322,411 421,564 Payroll processing fee 16,716 15,761 Other fee 116,362 117,209 Penalties 31,853 10,151 1,036,141 890,427 (b) Fees and commission expense Financial charges 47,027 37,999 24. NET FOREIGN EXCHANGE INCOME Exchange gain on trading 84,370 126,457 Exchange loss on revaluation (58,157) (141,431) 26,213 (14,974) 25. EMPLOYEE BENEFIT EXPENSE Salaries and allowances 1,171,581 857,821 Pension costs- defined contribution plan 117,696 82,306 Skills and Development Levy 59,041 42,875 Leave allowances 49,085 50,416 Workman’s compensation 10,544 4,444 1,407,947 1,037,862 26. GENERAL AND ADMINISTRATION COSTS TZS`000 TZS`000 Office expenses 983,199 691,128 Deposit mobilization fee* 137,963 409,202 Annual general meeting 61,149 48,094 Legal fees 23,843 20,000 Board expenses 19,739 37,501 Directors` remuneration 93,451 62,160 Auditors` remuneration 42,301 20,000 Accounting fees 27,687 5,689 Rent expense 200,449 172,591 Property and equipment maintenance cost 39,684 47,803 Fuel cost 48,500 24,992 Staff welfare 21,698 94,616 Other expenses 27,717 10,306 1,727,380 1,644,082

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*Deposit mobilization fee relates to amounts paid to Consultant, for mobilizing term deposits for the Bank. The consultant is paid 1.5% of the total deposits mobilized.

2016 2015 27. DEPRECIATION AND AMORTISATION TZS`000 TZS`000 Depreciation of property and equipment (Note 12) 183,062 163,740 Amortization of intangible (Note 11) 15,527 88,556 Amortization of leasehold assets (Note 13) 69,114 42,748 267,703 295,044 28. INCOME TAX EXPENSE Current income tax (Note 17) 343,719 107,478 Deferred tax (Note 16) (137,361) (109,203) 206,358 (1,725)

The tax on the Bank’s profit differs from the theoretical amount that would arise using the statutory income tax rate as follows:

Profit for the year before tax 760,899 176,067 Tax expense (calculated at the statutory income tax

rate of 25% (2015: 30%)

190,225

52,820 Tax effect of: Expenses not deductible for tax purposes 237,666 213,138 Allowable expenses for tax purposes (84,172) (62,228) Losses from previous years - (96,232) Deductible temporary differences (137,361) (109,203) Income tax expense 206,358 (1,725) 29. BASIC AND DILUTED EARNINGS PER SHARE The calculation of the basic earnings per share was based on the profit attributable to

ordinary shareholders divided by the weighted average number of ordinary shares outstanding at the close of the year, calculated as follows:

2016 2015 TZS`000 TZS`000 Profit/(loss) attributable to shareholders 554,541 177,792 Weighted average number of share in issue (Note 16) 14,596 9,029 Basic and diluted earnings per share 37.99 19.6 There being no dilutive or potentially dilutive ordinary share outstanding as at 31

December 2016 (2015: Nil). The basic and diluted earnings per share are the same. 30. DIVIDEND PER SHARE Dividends are not recognised as a liability until they have been ratified at the Annual

General Meeting. The Bank made a profit after tax of TZS 554,540,607 (2015: Profit TZS 177,792,000) during the year ended 31 December 2016, however the Board of Directors does not recommend any payment of dividends to shareholders.

31. EFFECTIVE INTEREST RATES OF FINANCIAL ASSETS AND LIABILITIES The effective interest rates for the principal financial assets and liabilities at 31

December 2016 and 2015 were as follows: 2016 2015 Placements with other banks 23.68% 12.12% Government securities 10.62% 10.62% Loans and advances to customers 19.47% 25.82% Deposits from customers (savings accounts) 1.25% 1.50% Fixed deposit 15.57% 12.42% 32. RELATED PARTY TRANSACTIONS AND BALANCES Parties are considered to be related if one party has the ability to control the other

party or exercise significant influence over the other party in making financial or operational decisions. In the normal course of business, a number of banking transactions are entered into with related parties i.e. key management personnel and directors. These include loans and deposits. The volume of related party transactions for the year and the outstanding amounts at the year-end were as follows:

2016 2015 (a) Loans and advances to related parties TZS`000 TZS`000 (i) Directors At 1 January 54,210 42,034 Advanced during the year 121,916 85,394 Repayment during the year (25,293) (73,218) At 31 December 150,833 54,210 Interest earned 8,605 14,294 There were no deposits from companies controlled by Directors or their families (2015:

Nil). 2016 2015 (ii) Key management TZS`000 TZS`000 At 1 January 124,871 242,319 Advanced during the year 436,589 180,260 Repayment during the year (137,498) (297,708) At 31 December 423,962 124,871 Interest earned 31,142 15,834 (iii) Shareholders At 1 January 599,657 509,417 Advanced during the year 5,224,450 1,155,000 Repayment during the year (2,246,546) (1,064,760) At 31 December 3,577,561 599,657 Interest earned 936,603 217,858

No provision has been made in respect of loans given to related parties (2015: Nil). Loans to key management personnel were issued at off market interest rate of 7% per annum as per company policy. Loans to directors were issued on commercial terms.

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*Deposit mobilization fee relates to amounts paid to Consultant, for mobilizing term deposits for the Bank. The consultant is paid 1.5% of the total deposits mobilized.

2016 2015 27. DEPRECIATION AND AMORTISATION TZS`000 TZS`000 Depreciation of property and equipment (Note 12) 183,062 163,740 Amortization of intangible (Note 11) 15,527 88,556 Amortization of leasehold assets (Note 13) 69,114 42,748 267,703 295,044 28. INCOME TAX EXPENSE Current income tax (Note 17) 343,719 107,478 Deferred tax (Note 16) (137,361) (109,203) 206,358 (1,725)

The tax on the Bank’s profit differs from the theoretical amount that would arise using the statutory income tax rate as follows:

Profit for the year before tax 760,899 176,067 Tax expense (calculated at the statutory income tax

rate of 25% (2015: 30%)

190,225

52,820 Tax effect of: Expenses not deductible for tax purposes 237,666 213,138 Allowable expenses for tax purposes (84,172) (62,228) Losses from previous years - (96,232) Deductible temporary differences (137,361) (109,203) Income tax expense 206,358 (1,725) 29. BASIC AND DILUTED EARNINGS PER SHARE The calculation of the basic earnings per share was based on the profit attributable to

ordinary shareholders divided by the weighted average number of ordinary shares outstanding at the close of the year, calculated as follows:

2016 2015 TZS`000 TZS`000 Profit/(loss) attributable to shareholders 554,541 177,792 Weighted average number of share in issue (Note 16) 14,596 9,029 Basic and diluted earnings per share 37.99 19.6 There being no dilutive or potentially dilutive ordinary share outstanding as at 31

December 2016 (2015: Nil). The basic and diluted earnings per share are the same. 30. DIVIDEND PER SHARE Dividends are not recognised as a liability until they have been ratified at the Annual

General Meeting. The Bank made a profit after tax of TZS 554,540,607 (2015: Profit TZS 177,792,000) during the year ended 31 December 2016, however the Board of Directors does not recommend any payment of dividends to shareholders.

31. EFFECTIVE INTEREST RATES OF FINANCIAL ASSETS AND LIABILITIES The effective interest rates for the principal financial assets and liabilities at 31

December 2016 and 2015 were as follows: 2016 2015 Placements with other banks 23.68% 12.12% Government securities 10.62% 10.62% Loans and advances to customers 19.47% 25.82% Deposits from customers (savings accounts) 1.25% 1.50% Fixed deposit 15.57% 12.42% 32. RELATED PARTY TRANSACTIONS AND BALANCES Parties are considered to be related if one party has the ability to control the other

party or exercise significant influence over the other party in making financial or operational decisions. In the normal course of business, a number of banking transactions are entered into with related parties i.e. key management personnel and directors. These include loans and deposits. The volume of related party transactions for the year and the outstanding amounts at the year-end were as follows:

2016 2015 (a) Loans and advances to related parties TZS`000 TZS`000 (i) Directors At 1 January 54,210 42,034 Advanced during the year 121,916 85,394 Repayment during the year (25,293) (73,218) At 31 December 150,833 54,210 Interest earned 8,605 14,294 There were no deposits from companies controlled by Directors or their families (2015:

Nil). 2016 2015 (ii) Key management TZS`000 TZS`000 At 1 January 124,871 242,319 Advanced during the year 436,589 180,260 Repayment during the year (137,498) (297,708) At 31 December 423,962 124,871 Interest earned 31,142 15,834 (iii) Shareholders At 1 January 599,657 509,417 Advanced during the year 5,224,450 1,155,000 Repayment during the year (2,246,546) (1,064,760) At 31 December 3,577,561 599,657 Interest earned 936,603 217,858

No provision has been made in respect of loans given to related parties (2015: Nil). Loans to key management personnel were issued at off market interest rate of 7% per annum as per company policy. Loans to directors were issued on commercial terms.

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These loans are payable on demand. As at 31 December 2016 there were no loans issued to companies controlled by Directors or their families (2015: Nil).

2016 2015 (b) Deposits from related parties TZS`000 TZS`000 Deposits from shareholders, directors and key

management

Beginning of the year 234,801 603,621 Deposits during the year 7,508,756 4,361,371 Withdrawals during the year (5,073,365) (4,730,191) Deposits as at end of the year 2,670,192 234,801

The above deposits are unsecured; carry variable interest rates are repayable on

demand. The deposits in current accounts do not earn interest whist those in savings account earn interest at the rate of 2% per annum. These transactions are carried out at arm’s length. There were no deposits from companies controlled by Directors or their families (2015: Nil).

(c) Key management personnel compensation 2016 2015 The remuneration of key management personnel

during the year was as follows:

TZS`000

TZS`000 Salaries and allowances (Short term employee

benefits)

540,868

447,000 Other long-term benefits ( Post-employment benefits)

108,174

89,400 649,042 536,400

Key management personnel are described as those persons having authority and responsibility for planning, directing and controlling the activities of the Bank, directly or indirectly. The bank`s key management is the Managing Director and all heads of departments. Compensations of the Bank`s key management personnel include basic salaries, transport allowances, housing allowance, telephone allowance and post-employment benefits.

2016 2015 (d) Directors compensation TZS`000 TZS`000 Allowances 59,150 48,900 Annual fees 8,500 - 67,650 48,900 Sitting allowances paid to directors of the Bank during the year amounted to TZS

59.15million (2015: TZS 48.9 million). The fees were approved by the Annual General Meeting.

(d) Directors compensation (Continued)

Directors` attendance and remuneration list for the year 2016 is shown in the table below:

Board

meeting

Board Audit & Risk

Committee

Board Credit

Committee

Directors

sitting allowances

Directors Attendance (TZS`000) Amulike S.K Ngeliama 7 - - 4,550 Dosca K. Mutabuzi 7 - 5 7,200 Anna T. Mzinga 4 4 - 4,800 Felix Mlaki 5 7 - 7,200 Reverend Ernest. Kadiva 5 - - 3,000 Naftal M. Nsemwa 6 6 7 11,400 Amb. Richard Mariki 7 - 7 8,400 Ibrahim Mwangalaba 7 7 7 12,600 Total 59,150 32. CASH AND CASH EQUIVALENTS For the purposes of the statement of cash flow cash and cash equivalents comprise the

following balances 2016 2015 TZS`000 TZS`000 Cash on hand (Note 5) 927,257 750,793 Balances with Bank of Tanzania (Note 5) 1,322,450 1,518,403 Placements and balances with other banks(Note 6) 7,720,053 6,831,540 9,969,760 9,100,736

Cash and cash equivalents exclude TZS 3,052,600,867 (2015: TZS 4,524,508,704) cash reserve requirement held with the Bank of Tanzania. Banks are required to maintain a prescribed minimum cash balance with the Bank of Tanzania that is not available to finance the Bank’s day to day activities. The amount is determined as 10% (2015: 10%) of the average outstanding deposits.

33. OFF SHORE BALANCE SHEET ITEMS

There were no off – shore balance sheet items as at the reporting date. 34. COMMITMENTS AND CONTINGENT LIABLITIES (a) Contingent liabilities and commitment There was a contingent liability amounting to TZS 1,194 million (2015: TZS Nil) on

guarantees and performance bonds and on account of undrawn overdraft balances as shown below.

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These loans are payable on demand. As at 31 December 2016 there were no loans issued to companies controlled by Directors or their families (2015: Nil).

2016 2015 (b) Deposits from related parties TZS`000 TZS`000 Deposits from shareholders, directors and key

management

Beginning of the year 234,801 603,621 Deposits during the year 7,508,756 4,361,371 Withdrawals during the year (5,073,365) (4,730,191) Deposits as at end of the year 2,670,192 234,801

The above deposits are unsecured; carry variable interest rates are repayable on

demand. The deposits in current accounts do not earn interest whist those in savings account earn interest at the rate of 2% per annum. These transactions are carried out at arm’s length. There were no deposits from companies controlled by Directors or their families (2015: Nil).

(c) Key management personnel compensation 2016 2015 The remuneration of key management personnel

during the year was as follows:

TZS`000

TZS`000 Salaries and allowances (Short term employee

benefits)

540,868

447,000 Other long-term benefits ( Post-employment benefits)

108,174

89,400 649,042 536,400

Key management personnel are described as those persons having authority and responsibility for planning, directing and controlling the activities of the Bank, directly or indirectly. The bank`s key management is the Managing Director and all heads of departments. Compensations of the Bank`s key management personnel include basic salaries, transport allowances, housing allowance, telephone allowance and post-employment benefits.

2016 2015 (d) Directors compensation TZS`000 TZS`000 Allowances 59,150 48,900 Annual fees 8,500 - 67,650 48,900 Sitting allowances paid to directors of the Bank during the year amounted to TZS

59.15million (2015: TZS 48.9 million). The fees were approved by the Annual General Meeting.

(d) Directors compensation (Continued)

Directors` attendance and remuneration list for the year 2016 is shown in the table below:

Board

meeting

Board Audit & Risk

Committee

Board Credit

Committee

Directors

sitting allowances

Directors Attendance (TZS`000) Amulike S.K Ngeliama 7 - - 4,550 Dosca K. Mutabuzi 7 - 5 7,200 Anna T. Mzinga 4 4 - 4,800 Felix Mlaki 5 7 - 7,200 Reverend Ernest. Kadiva 5 - - 3,000 Naftal M. Nsemwa 6 6 7 11,400 Amb. Richard Mariki 7 - 7 8,400 Ibrahim Mwangalaba 7 7 7 12,600 Total 59,150 32. CASH AND CASH EQUIVALENTS For the purposes of the statement of cash flow cash and cash equivalents comprise the

following balances 2016 2015 TZS`000 TZS`000 Cash on hand (Note 5) 927,257 750,793 Balances with Bank of Tanzania (Note 5) 1,322,450 1,518,403 Placements and balances with other banks(Note 6) 7,720,053 6,831,540 9,969,760 9,100,736

Cash and cash equivalents exclude TZS 3,052,600,867 (2015: TZS 4,524,508,704) cash reserve requirement held with the Bank of Tanzania. Banks are required to maintain a prescribed minimum cash balance with the Bank of Tanzania that is not available to finance the Bank’s day to day activities. The amount is determined as 10% (2015: 10%) of the average outstanding deposits.

33. OFF SHORE BALANCE SHEET ITEMS

There were no off – shore balance sheet items as at the reporting date. 34. COMMITMENTS AND CONTINGENT LIABLITIES (a) Contingent liabilities and commitment There was a contingent liability amounting to TZS 1,194 million (2015: TZS Nil) on

guarantees and performance bonds and on account of undrawn overdraft balances as shown below.

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2016 2015 TZS`000 TZS`000 Guarantee and performance bonds 226,073 - Undrawn credit lines and other commitments to lend 968,241 - 1,194,314 - Guarantees are generally written by a bank to support performance by a customer to

third parties. The organization will only be required to meet these obligations in the event of the customer's default. Commitments to lend are agreements to lend to customers in future subject to certain conditions. Such commitments are normally made for a fixed period. The bank may withdraw from its contractual obligation for the undrawn portion of agreed facilities by giving reasonable notice to the customer.

(b) Operating lease commitments The Bank has a 3 year operating lease for office space effective from the 1st June 2016

and ending on the 31 May 2019. The lease may be renewed after consent of both parties for a similar or other period.

The future minimum lease payments under non-cancellable operating leases are as follows:

2016 2015 TZS`000 TZS`000 Not later than 1 year 17,485 32,022 Later than 1 year and not later than 5 years - - Later than 5 years - - 17,485 32,022 The Directors are of the view that these commitments will be sufficiently covered by

future net revenues and funding. (c) Legal claims There are no pending legal claims against the Bank (2015: None). The Board of

Directors is not aware of any potential legal claims against the Bank (2015: None). (d) Capital commitments The Management certifies that there was no capital commitment authorized as at 31

December 2016. (2015 TZS 570,355,000) The 2015 funds was used for financing the opening of two new branches in Dar es Salaam and purchasing software for insurance agency management.

36. EVENTS AFTER REPORTING DATE The Bank opened its third branch at Masasi/Likoma Street Kariakoo on 23.01.2017 and

launched Chama mobile product in the year 2017.

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2016 2015 TZS`000 TZS`000 Guarantee and performance bonds 226,073 - Undrawn credit lines and other commitments to lend 968,241 - 1,194,314 - Guarantees are generally written by a bank to support performance by a customer to

third parties. The organization will only be required to meet these obligations in the event of the customer's default. Commitments to lend are agreements to lend to customers in future subject to certain conditions. Such commitments are normally made for a fixed period. The bank may withdraw from its contractual obligation for the undrawn portion of agreed facilities by giving reasonable notice to the customer.

(b) Operating lease commitments The Bank has a 3 year operating lease for office space effective from the 1st June 2016

and ending on the 31 May 2019. The lease may be renewed after consent of both parties for a similar or other period.

The future minimum lease payments under non-cancellable operating leases are as follows:

2016 2015 TZS`000 TZS`000 Not later than 1 year 17,485 32,022 Later than 1 year and not later than 5 years - - Later than 5 years - - 17,485 32,022 The Directors are of the view that these commitments will be sufficiently covered by

future net revenues and funding. (c) Legal claims There are no pending legal claims against the Bank (2015: None). The Board of

Directors is not aware of any potential legal claims against the Bank (2015: None). (d) Capital commitments The Management certifies that there was no capital commitment authorized as at 31

December 2016. (2015 TZS 570,355,000) The 2015 funds was used for financing the opening of two new branches in Dar es Salaam and purchasing software for insurance agency management.

36. EVENTS AFTER REPORTING DATE The Bank opened its third branch at Masasi/Likoma Street Kariakoo on 23.01.2017 and

launched Chama mobile product in the year 2017.

Management was not aware of any other significant events after reporting date which had material impact to the financial statements.

37. COMPARATIVES Wherever considered necessary comparative figures have been reclassified to conform

to changes in presentation in the current year.

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MALIPO YA WAKURUGENZI WA BODI KWA MWAKA 2015/2016

Mwenyekiti 1,500,000 HAKUNA MABADILIKO

Wajumbe 1,000,000 HAKUNA MABADILIKO

Mwenyekiti Shilingi. 650,000 (Kwa Mikutano yote ya Bodi na Kamati)

HAKUNA MABAD ILIKO

Wajumbe Shilingi. 650,000 (Kwa Mikutano yote ya Bodi na Kamati)

HAKUNA MABADILIKO

Mwenyekiti Daraja la Pili (wakati wowote wa mkutano wa Bodi au Kamati au majukumu mengine yahusuyo biashara ya benki) .

Daraja la Pili (wakati wowote wa mkutano wa Bodi au Kamati au majukumu mengine yahusuyo biashara ya benki) .

Wajumbe Daraja la Pili (wakati wowote wa mkutano wa Bodi au Kamati au majukumu mengine yahusuyo biashara ya benki) .

Daraja la Pili (wakati wowote wa mkutano wa Bodi au Kamat i au majukumu mengine yahusuyo biashara ya benki) .

Mwenyekiti Ndani ya Nchi (Benki italipia posho ya shilingi 300,000 kwa siku)

Ndani ya Nchi (Benki italipia posho ya shilingi 400,000 kwa siku)

Wajumbe Ndani ya Nchi (Benki italipia posho ya shilingi 300,000 kwa siku)

Ndani ya Nchi (Benki italipia posho ya shilingi 400,000 kwa siku)

Mwenyekiti Nje ya Nchi Benki italipia posho ya dola 500 kwa siku)

Nje ya Nchi Benki italipia posho ya dola 500 kwa siku)

UJIRA WA MKURUGENZI KWA MWAKA

KIWANGO CHA SASA (SH.)

POSHO ZA MIKUTANO:

USAFIRI WA ANGA:

CHAKULA NA MALAZI:

KIWANGO KINACHOPENDEKEZWA

(SH.)

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2 0 1 6

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