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SECURITIES AND EXCHANGE COMMISSION ZAMBIA Annual Report 2015/2016
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Page 1: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

SECURITIES AND EXCHANGE COMMISSION

ZAMBIA

Annual Report 2015/2016

Page 2: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

Mission Statement

Of the

Securities and Exchange Commission Zambia:

To stimulate the expansion and grow the capital market in order to make a sustainable contribution

to the economic development of Zambia.

Vision

To promote and maintain an organised, accessible, transparent, and diversified capital

market in Zambia.

Mandate

The Securities and Exchange Commission (SEC) was established pursuant to the provisions of

section 3 of the Securities Act, Cap 354 of the Laws of Zambia. The mandate of the Commission is

to ensure that investors, both local and foreign, are protected. It is also the mandate of the

Commission to develop the market. This therefore entails that the Commission has a huge role of

ensuring that there is a balance between investor protection and Capital Market Development.

Securities and Exchange Commission

Corporate Office Address: Secretary and Chief Executive:

Plot 3827 Parliament Road Telephone: (0211) 226911 (direct)

Olympia

P.O. Box 35165

Lusaka

ZAMBIA

Telephone: (0211) 227012/222368/222369/226386

Fax: (0211) 225443

E–mail: [email protected]

Website: www.seczambia.org.zm

Page 3: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

Table of Contents The Current SEC Commissioners ...................................................................................................... 5

SEC Management During The Period Under Review ........................................................................ 6

CHAIRMAN’S REVIEW ..................................................................................................................... 7

CHIEF EXECUTIVE’S STATEMENT ................................................................................................ 9

Performance of the equities market ................................................................................................ 9

Equity market ............................................................................................................................. 9

Market Capitalisation ..................................................................................................................... 109

Collective Investment Schemes (CIS) ...................................................................................... 10

Financial Performance of the Commission .................................................................................. 11

Commission Expenses .............................................................................................................. 12

Market Development ........................................................................................................................ 13

Collective Investment Schemes (“CIS”) School’s Challenge Game ....................................... 14

Workshop with Parliamentarians ............................................................................................. 15

The Capital Markets Round Table with the Lord Mayor of the City of London ................. 1615

Professional Development in the Sector ................................................................................... 16

Agreements with other Regulators ........................................................................................... 17

General Awareness ................................................................................................................... 18

Staff Complement ..................................................................................................................... 1918

Conclusion ................................................................................................................................ 1918

OPERATIONAL ACTIVITIES ................................................................................................... 20

Licensing Activities ...................................................................................................................... 20

Regulatory Framework ............................................................................................................. 20

Licences Issued in 2016 ................................................................................................................ 21

Inspections and Surveillance ........................................................................................................ 21

Review of CIS Returns ............................................................................................................. 23

Attendance of Annual General Meetings (AGMs) ................................................................... 23

Investigations ............................................................................................................................ 24

Enforcement and Legal Services ...................................................................................................... 25

Market Transactions ......................................................................................................................... 26

Training and Workshops .................................................................................................................. 27

Strategic Plan Overview ................................................................................................................... 28

SEC Organization Structure ............................................................................................................. 29

Committees and Committee Members ............................................................................................. 30

SEC 2016 Financial Statements ....................................................................................................... 31

APPENDICES .............................................................................................................................. 6058

List of licensees in 2015 -2016 ................................................................................................. 6058

Collective Investment Schemes ............................................................................................ 6058

Fund Managers ..................................................................................................................... 6058

Page 4: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

Dealer’s License ................................................................................................................... 6159

Dealer’s Representative Licenses ......................................................................................... 6360

Investment Adviser’s Representative License ...................................................................... 6865

Securities Exchange Licenses ............................................................................................... 6966

The SEC Staff, Past and Current Staff ..................................................................................... 7067

Stock Exchange Details ............................................................................................................ 7168

Listed Companies ..................................................................................................................... 7774

Quoted Companies ................................................................................................................... 8279

Companies with Listed Debt Securities ................................................................................... 8481

Page 5: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

The Current SEC Commissioners

(Insert Portraits of SEC Commissioners)

Pursuant to the Securities Act of 1993, during the period under review, the Commission comprised

the following members appointed from institutions specified in the Act:

Chairperson

(Chintu Y. Mulendema)

Mr. Chintu Y. Mulendema

Mr. Mulendema has been the

SEC Board Chairman since

August, 2013. He is a fellow

member of the Zambia

Institute of Chartered

Accountants (ZICA). Mr.

Mulendema represents ZICA

on the Board.

Vice Chairperson

(Amos Siwila)

Mr. Siwila has been the SEC

Board Vice- Chairman since

November 2015. Mr. Siwila a

lawyer, represents the Law

Association of Zambia (LAZ)

on the Board.

Ms Gloria Munkombwe

Commissioner

Ms. Munkombwe has been a SEC

Board Member since April 2011.

She represents the

Non GovernmentalNon-

Governmental Coordinating

Council (NGOCC) on the Board.

Mr Joe .H. Simachela

Commissioner

Mr. Simachela has been a

SEC Board Member since

June 2010. He is a Chief

State Advocate and

represents the Ministry of

Justice on the Board.

Dr Jonathan Chipili

Commissioner

Dr. Chipili has been a SEC

Board Member since August

2012. Dr. Chipili, an

economist at Bank of Zambia

(BoZ) represents the Central

Bank on the Board.

Mr. George Nonde

Commissioner

Mr. Nonde has been a SEC

Board Member since

September 2014. Mr.

Nonde a Chartered

Accountant, represents the

Zambia Chamber of

Commerce and Industry on

the Board.

Page 6: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

SEC Management During The Period Under Review

(Insert Portraits of SEC Management)

Phillip K. Chitalu Secretary and Chief Executive

Mutumboi Mundia Director - Market Supervision & Development

Diana Sichone Director - Enforcement & Legal Services

Bruce Mulenga Manager - Market Transactions & Investments

Mateyo Lungu Manager - Finance

Saul Nyalugwe Manager - Administration

Abraham Alutuli Manager- Market Supervision

Nonde Sichilima Manager- Market Supervision

Dingase Makumba Manager -Market Development

Glory Chipoya Manager- Enforcement & Legal Services

Page 7: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

CHAIRMAN’S REVIEW

PHOTO It is pleasing to report on the Commission’s performance for the

financial year ended 31st March 2016. The Commission continued

to perform its investor protection role on a positive trajectory.

The Commission approved a new strategic plan for the period 2015 – 2018. With the lessons learnt

from the review of the 2012- 2015 strategic plan performance, the Board and staff are now

committed to see that going forward, capital markets delivered on its pivotal role of channeling

savings to the long-term investment areas. It is also pleasing to note that the Commission continued

to advance the development of the governance structures of the market. While the Ministry of

Finance has been supportive of ensuring the Securities Act was updated through the approval of

the Securities Bill of 2016, we at the Commission will see that the new changes within the Act

worked to further strengthen the needed corporate governance structures in the market.

I am happy to report that other than the Ministry of Finance and Justice ensuring that the Law

reform progressed including by taking the Bill to Parliament, the Lusaka Securities Exchange Plc

(LuSE) became a Public Liability Company (Plc), a desired route to ensure increased participation

by more stakeholders in owning and running the affairs of the market. I am also happy to report

that while becoming a Plc is not an end in itself, the confidence that this will create will attract

more players onto the securities market and in the process, it is hoped that this will help channel

the much needed funding to the disserving economic sectors of our nation by fairing assessing,

and then allocating resources in a competitive but efficient and effective manner.

In the same vein, the SEC has also ensured that in order to fully protect the assets of the investing

public, the LuSE has in the discussions with the SEC, agreed to separate the operations of the

trading platform (LuSE) from those of the custodian of assets, the Central Securities Depository

(CSD). This is not only a good direction to follow for our market, but is also a key IOSCO and

investor requirement. I am thus happy to report that as this happens, again we are likely to see

more interest and participation by foreign and local investors generated by this positive move.

Meanwhile, we have witnessed the growth in the funds under management within the Collective

Investment Scheme (CIS) segment. While the total funds under management is relatively small in

comparative terms, the Commission sees this segment as one that will provide an alternative short

to medium term savings and investment vehicle for both retail and institutional investors. To

enhance this segment, the Commission has issued guidelines on how to segregate the funds under

management from those of the manager including the need to have all managed assets under the

custody of an authorized entity.

I am also happy to report that we at the Commission continued to interact with the market players

so that the Board could get first hand information from the market while the market also had an

opportunity to air their views direct to the Board through the Chairman’s breakfast. We believe

that this is key in running a transparent market. The Commission during the period under review

therefore hosted two breakfast meetings with key stakeholders in the capital markets. We have

seen that since the launch of this initiative, various stakeholders have eagerly sponsored these

Page 8: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

breakfast meetings, is an indication that this is one of the needed ways of interacting with the

market.

Going forward, and in the usual Commission spirit of consultation, we will as part of our strategic

plan agenda, hold an indaba to help map our capital market growth pattern. You will agree with

me that without a well thought out capital markets development plan in place, we may have an up

hazard development of the market that did not speak to our Zambian needs. Therefore, we are

looking at sitting down with all key stakeholders so that a long-term capital markets development

agenda could be crafted.

In conclusion, and on behalf of my colleagues on the Commission Board, I wish to extend my

gratitude to all capital markets stakeholders who have weathered with us thus far. I wish to

underscore the importance of continued dialogue and interaction as we implement our new

strategic plan. May I also say that the Commission staff have continued to act in a very professional

way in handling market information and transactions including accommodating the market at short

notice. Ultimately, it is the combined efforts of the Commission and the stakeholders that will help

bring to full realization our mission “ To stimulate the expansion and grow the capital market in

order to make a sustainable contribution to the economic development of Zambia”.

I am confident that with the help of government, other stakeholders, and indeed the SEC staff, the

Commission will continue to be relevant in the economic development agenda of the nation.

Chintu .Y. Mulendema

CHAIRMAN

Page 9: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

CHIEF EXECUTIVE’S STATEMENT

The Zambian capital markets continued to contribute to the overall financial sector goals. However,

the challenges faced by the country in the macroeconomic factors, affected the performance of capital

markets. We report below the performance of the equity, corporate debt, and Collective Investment

sectors of the capital markets sector, which all contributed to the overall financial and regulatory

performance of the Commission.

Performance of the equities market

Although we have two licensed exchanges on the market, the performance of the market report is

restricted to the Lusaka Securities Exchange Plc (LuSE), which is the only active regulated market.

The Bonds and Derivatives Exchange (BaDEX) was not active during the review period.

Equity market

The Lusaka Stock Exchange (LuSE) All Share Index (ASI) closed the year at 5,534.39 points

indicating a 9 % decrease compared to the preceding period that closed at 6,099.65 points. The

decrease in the ASI was mainly due to negative price changes in share prices notably in Airtel

(39.6%), Bata Shoes (183.1%), National Breweries (12.5%), Zambian Breweries (21.2%) and

ZCCM-IH (48.1%).

We present below the salient indicators of the performance of the market during the year under

review:

31/03/2016 31/03/2015 percentage

change

LuSE All Share Index 5,534.39 6,099.65 9%↓

Market Cap K’ million 63,466 65,395 3%↓

Market Cap US$ million 5,703 8,539 33%↓

Trading Turnover (Equities) K’million 753 1,093 31%↓

Volume of Shares Traded ’ 103,025,256 234,372,580 56%↓

Number of Trades 2,986 4,924 39%↓

Number of Listed Companies 23 23 0%

Number of Quoted Companies 12 9 33%↑

Market Capitalization/GDP Ratio (%) 20 21 5%↓

Trading Turnover (Debt Securities) K’ million 2,886 1,918 50%↑

Number of Trades (Debt Securities) 274 160 71%↑

Number of Brokers 6 6 0%-

Number of Collective Investment Schemes 8 7 14%↑-

Source: Lusaka Stock Exchange Limited

Page 10: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

Market Capitalisation

The market capitalization in Kwacha terms (including Shoprite) declined from K65, 395 million as

at 31st March 2015 to K63, 466 million as at 31st March 2016, representing a 3% decrease. This

decrease in the market capitalisation was due to the fall in the share prices of some of the listed

entities. The market capitalization, excluding Shoprite closed at K 29,227 million as at 31st March

2016 compared to K 31,155 million at 31st March 2015 a 6% drop.

In USD terms, the market capitalization of the LuSE including Shoprite decreased by 33 % from

US$ 8,539 million at 31st March 2015 to US$ 5,631 million as at 31st March 2016. The decrease is

mainly attributed to the depreciation of the Kwacha by 51% between 31st March 2015(K7.43) and

31st March 2016 (K11.27). The market capitalization excluding Shoprite was US$2,593 million as

at 31st March 2016 compared to US$ 4,193 million as at 31st March 2015 a 38% drop.

Trading Turnover (value of traded shares)

The Market turnover for the period under review decreased by by 31% from K 1,093 million as at

31st March 2015 to K 753 million as at 31st March 2016. The 2014/2015 increase in turnover is

attributed to the Government’s scale down of its holding in ZCCM-IH, and the Lafarge exercise of

meeting the minimum float of 25% that were conducted during the financial year.

Volume of Trades (Number of Shares Traded)

The volume of shares traded during the financial period decreased by 39% from 4,924 shares as at

31st March 2015 to 2,986 shares at 31st March 2016. The decline is in volume of shares trade is

attributed to low activities in the market due to the effect of various economic factors in the period

under review.

Listed and Quoted Companies

There was no change in the number of listed companies during the period under review, while the

number of quoted companies increased from 9 as at 31st March 2015 to 12 as at 31st March 2016.

The three(3) Companies that were added to the quoted tier are Ikulileni Investment Plc, Veritas

General Insurance Plc and Engineering Institution of Zambia Properties Plc.

Trading Turnover (Government Debt Securities)

The trading turnover increased by 50% from K1, 918 million as at 31st March 2015 to K2,886 million

as at 31st March 2016. Similarly, the number of trades in debt securities increased by 71% from 160

trades as at 31st March 2015 to 274 trades as at 31st March 2016. in the previous period to 156 trades.

Corporate Bonds

In terms of corporate bonds, the total value of debt securities registered with the Commission

asCommission as at 31st March 2016 was K15.1 billion and the total amount of debt outstanding as

at 31st March 2016 was K 856.7 million representing 5.70% of the total amount of registered debt

with the Commission.

Collective Investment Schemes (CIS)

Page 11: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

While the number of CIS managers remain the same as in the 2015-2016 financial year, the value of

funds under management significantly increased from 252,054,264 to 360,475,337. This increase is

mainly due to the participation in the sector by private pension funds. Although this is relatively

small compared to other markets in the region, the oversight role that the Commission is playing is

beginning to positively impact on the performance of the CIS sector.

Financial Performance of the Commission

The Commission continues to receive a grant from the government as part of government efforts in

growing this sector as well as ensuring long term savings are protected. With the challenges

mentioned above in the equity, corporate debt, and CIS segments of our market, these to some extent

negatively impacted on the financial performance of the Commission. However, it is also worth

noting that although the ability to generate revenues affects the Commission’s main mandate of

investor protection as some programs are not fully implemented, the Commission’s mandate is not

to post surpluses. Therefore, it is important not to put too much weight on the financial performance

indicators only. We report in a later section on some of these non financial activities that the SEC is

required to do as part of its mandate.

The period under review ending 31 March 2016 recorded an operating surplus of K2,926,459 from

a combined income of K17,347,216. This is against total operating costs of K14,42,757 for the

year. Compared to the 2015 financial year, there was a 54% reduction in the surplus recorded for

the year. This was due to a decrease in market activities with respect to the registration and trade

commission’s income lines.

Accumulated Fund

The Commission’s Accumulated fund position at the end of the period stood at a K9,500,169 in

contrast to K6,573,710 in the previous period. This will assist the Commission meat future employee

obligations such as gratuity and accumulated leave pay.

The diagram below shows the net assets position over of the last five years, which shows that the

commission has managed to keep its costs within its purse limits, and without compromising its core

mandate of investor protection

Income Earned

During the year ended 31st March 2016, the low level of market activities affected the ability of the

SEC to generate income, which resulted in the GRZ grant accounting for an increased contribution

-2000000

0

2000000

4000000

6000000

8000000

10000000

2012 2013 2014 2015 2016

Net Assets

Column1

Page 12: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

of 56% to the total Commission income. This is despite the government grant remaining at the same

level in the last three financial years. Therefore, the grant as a contribution to the total income for

the Commission increased from 49% in the previous financial year to 56% as explained above.

Below is a depiction of the trend in the last two financial years:

Commission Expenses

0

10

20

30

40

50

60

2016

2015

56%

2%

7%

8%

14%

2%

1%

1%

2%

0%

4%

2% 3%

Income Streams

Grz Income

Authorisation

LuSE Trade Commissions

Licensing Fees

Registration Fees

Scrutiny Fees

Inspection Fees

Luse Annual Fee

CIS Levies

Sundry & Other

Interest Received

Page 13: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

The Commission’s major expense continues to be employee costs, a significant and key component

of our regulatory activities and cost drivers. On a comparative basis, during the review period, the

Commission’s total staff costs were 51.48% of its total expenditure while employee costs accounted

for 56.93% of total costs in 2015. Being a service oriented organization, labor, awareness, and

governance costs continues to be the Commission’s major cost elements.

The Commission also strives to uphold good corporate governance by ensuring that the SEC had a

well functioning board supported by effective board committees. The professionally stuffed

committees of the board have continued to assist the Commission run its affairs in a professional

manner. Therefore, Board expenses inclusive of Committees are another line on our expenditure side

that contributes to our administrative costs. The Board and committees also help the organization by

carrying out checks and balances as well as guidance where need be.

Our staff being our greatest resource, the Commission ensures continued training and development

activities were in place. The Commission continues to passionately take strives in developing the

market through development programs such as the Capital Markets Awareness Campaigns.

Capital Expenditure

During the period under review, the Commission’s capital expenditure was as follows:

Type 2016 ZMW 2015 ZMW

Computer hardware 63,123 47,851

Office equipment 2,751 6,730

Office furniture 8,329 20,080

Motor vehicles 210,806 -

Total 285,009 74,661

There was an increase of 74% in capital expenditure during the period under review due to the purchase of

two utility motor vehicles meant to assist the Commission perform market inspections more effectively.

Market Development

The Commission has a dual mandate of regulating and at the same time developing the market. In

regulating and developing the market, various activities were undertaken during the year. These

included the following:

The Let’s Talk Capital Markets Awareness Program

The ‘Let’s Talk Capital Markets awareness campaign was undertaken in line with the National

Strategy for Financial Education whose objective is to empower Zambians with improved

knowledge, understanding, skills, motivation and confidence to help them secure positive financial

outcomes for themselves and their families. Further, this is consistent with country’s vision 2030

meant to make Zambia a prosperous middle-income country by 2030.

Page 14: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

The ‘Let’s Talk Capital Markets Awareness Campaign’

launched in May, 2015 by Hon. Minister of Finance

Alexander Chikwanda MP. included various awareness

and sensitization activities undertaken as follows:-

The Launch by the Minister of Finance Hon. Alexander

Chikwanda, MP.

Following the Minister’s launch of the awareness

campaign, deliberations by market players on what was

needed to develop the market took place in various

round table discussion groups.

Round Table breakaway workshop for State Owned

Entities

Round Table breakaway workshop for SME's access to

finance at the launch

Collective Investment Schemes (“CIS”) School’s Challenge Game

The Commission sponsored and coordinated a CIS Schools Challenge Game, a 12 week challenge.

The CIS Schools Challenge was designed to bring awareness on alternative investment instruments

available on the Zambian market. In this challenge, each participating school invested their virtual

money through an equity CIS on the stock exchange. The challenge was to have school going

children appreciate the rigours of making investment decisions based on real life scenarios. The CIS

challenge came to an end on 16th October 2015 with the winning schools being given various prizes.

The competition which was successfully implemented has left a positive investment and decision

making impact in the pupils and teachers who became familiar with not only the SEC mandate but

also the products in the Capital Markets especially equity based investment instruments.

The 1st Prize of K10,000 went to Northmead Secondary School, 2nd Prize of K8,000 went to Roma

Girls Secondary Schools while the 3rd Prize of K3,500 was awarded to Chelstone Secondary School.

Page 15: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

Right: The Launch of the CIS Schools and challenge where pupils were trained in preparation for the game and on the right is the awards

giving ceremony with Northmead presented with winners prize by SEC Chairman Mr Chintu Y. Mulendema.

Group photo of all participating schools and officials from the Ministry of Education and SEC.

Workshop with Parliamentarians

The Commission has identified the need to have all stakeholders aware of the existence and

importance of capital markets in the development agenda of the nation. It was with this picture in

mind that the SEC organized a workshop for Parliamentarians. Parliamentarians are also identified

as key stakeholders in the capital markets development process considering that Law reviews to meet

the changing financial landscape is important.

Awareness workshop with parliamentarians

Page 16: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

1 web

The Capital Markets Round Table with the Lord Mayor of the City of London

The Securities and Exchange Commission in collaboration with KPMG Zambia Ltd, held a Capital

Markets Round Table discussion and networking luncheon where the Rt. Hon. The Lord Mayor of the City

of London, Jeffrey Mountevans and a British business delegation that visited Zambia from 24th February to

27th February 2016 was hosted.

SEC took the opportunity to engage the Lord Mayor and his delegation at a round table discussion

where other key local capital markets players and professional advisors were invited to participate.

The topic under discussion was “Facilitating ForeignFacilitating Foreign Direct Investments Using

the Zambian Capital Markets – Growing Zambia’s Capital Markets and Raising Capital for

Infrastructure and SME Development”.

The round table discussion was envisioned as a useful forum for exchange of information amongst

all participants, including giving the Lord Mayor’s delegation the opportunity to learn more about

the investment opportunities in Zambia and opportunities within the Zambian capital markets for

facilitating FDIs.

The Rt. Hon Lord Mayor of the City of London Jeffrey Mountevans addressing stakeholders during the Capital Markets Round Table

discussion.

Professional Development in the Sector

As part of the Commission’s efforts in ensuring the market developed, availability of relevant investment and

capital markets skills is important. To this end, the SEC partners with both local and foreign academic and

professional institutions in delivering continued education (CEs) programs on the market. Locally, the SEC

has for over 10 years worked together with the Zambia College of Pension and Insurance (formerly Zambia

College of Insurance and Business Studies – ZBIC) in running a capital markets relevant short term course.

In order to take the development of capital markets to another level, the SEC signed an agreement with the

Chartered Institute of Securities and Investments (CISI) of the UK. The agreement recognizes the mutual

collaboration need to provide an effective framework for cooperation in the development of a formal

certification program for the financial services sector practitioners that will enhance and promote

professionalism and professional standards in the financial services industry in Zambia.

Page 17: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

The Rt. Hon Mayor of the City of London Jeffrey Mountevans and SEC Board Chairman Mr. Chintu Y. Mulendema sign an agreement for

the collaboration of the CISI and SEC.

This agreement was signed during the round table discussion with the Lord Mayor of the City of London on

25th February 2016.

Agreements with other Regulators

To speed up the rate at which services are provided including the need to authorise and/or register financial

transactions timely, agreements with other regulators is necessary. It is with this background that the SEC has

embarked on the process of ensuring communication channels such as MOUs are put in place so that clients

are not inconvenienced in their fund raising ventures. The PACRA, which authorises share capital of players

on the capital market is thus an important player within our share registration process.

The Commission therefore signed an MOU between SEC and Patents And Companies Registration Authority

(PACRA)

PACRA Registrar Mr Anthony Bwembya and SEC Secretary and Chief Executive Secretary Mr Phillip Chitalu sign an MoU

Page 18: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

This MOU will serve to promote the integrity and efficiency the securities industry as companies seeking to

operate in the securities market will be attended to effectively. The MOU will also enhance the supervision

of cross-authority transactions, and in the process preventing fraudulent and other prohibited practices in

Zambia.

General Awareness

As part of a general awareness campaign, the SEC participated in the Lusaka Show Society Agriculture and

Commercial held in August 2015. The Capital markets pavilion was a hive of activity where SEC, the LuSE,

BaDEX and several fund managers interacted with the show goers and exchanged information on what

happens in the capital markets while visitors inquired and suggested what they needed to see in the capital

markets.

Part of the SEC Team with Market Players in the Capital Market at the Show stand

Page 19: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

Staff Complement

The Commission’s staff complement during the review period remained at 18 (2015 – 18).

Conclusion

The market has a lot of potential to grow. With the Commission’s awareness programs such as the meeting

with parliamentarians, Schools challenge, and the regular Chairman’s breakfast meetings, the SEC sees

growth prospects in both the use of the market to fund projects as well as use of the equity and CIS savings

and investment options by the public.

Phillip K. Chitalu

SECRETARY & CHIEF EXECUTIVE

Page 20: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

OPERATIONAL ACTIVITIES

Licensing Activities

The Securities and Exchange Commission (SEC), a regulatory body which is established under the

Securities Act, Cap 354 of the Laws of Zambia, is the licensing authority for capital markets and

securities business intermediaries. As the regulator and supervisor of the capital markets and

securities industry in Zambia, the SEC hereby informs the investing public that it is a requirement of

the Securities Act for all financial intermediaries conducting securities business such as dealing in

securities, collective investment schemes, derivative products, providing investment advisory

services, and any similar activities in Zambia to be licensed unless such intermediaries are exempt

by law.

Therefore, before any person conducts securities business in Zambia, that person must obtain an

appropriate licence from SEC. Likewise, the public should, for their own protection, ensure that they

only deal with licensed firms or individuals when conducting investment related transactions such

as putting their money in unit trusts, offshore investment plans etc.

Licensees are required by law to display their licences prominently at all their business premises.

Members of the public are warned that you should only give instructions to properly licensed persons,

as placing your financial assets and other interests with unlicensed persons places your investments

at great risk. When in doubt regarding the licensing status of any person offering you securities

business, kindly consult the SEC.

Regulatory Framework

The Securities Act is the principal Act for the regulation of the Zambian securities market. The

Securities and Exchange Commission (SEC) has as a mandate to protect investors and ensuring that

the markets were free, fair, transparent and above all liquid. The SEC therefore adopts a consolidated

strategy in the regulation and supervision of the capital market players or intermediaries, as these are

key in the protection of the investing public.

Licensing, being at the forefront, sets high regulatory standards at the very outset to fulfil the

Commission’s mandate which is designed to ensure investor protection and support the operation of

a free, orderly, fair, secure and properly functioning Securities Market. Licensing acts as the focal

point between the SEC and the market players so as to strike the right balance between its business

friendly approach and complying with international regulatory standards.

In line with its endeavour to align its processes to international best practices and to embrace modern

regulatory approaches, the SEC constantly ensures that these practices are embedded intoembedded

into its operations at the licensing stage. As a result, this provides for a more cohesive and transparent

framework guiding further improvements in the Commission’s regulatory approach.

The licensing procedure is clearly defined in the Securities Act and rules, regulations and guidance

notes issued by the SEC. At Licensing, the SEC has in place a transparent and well-established set

of procedures leading to the issue of a licence or the rejection thereof.

The regulatory power of the Commission is anchored upon four pillars as follow:

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Any person dealing or advising on securities must be licensed by the Commission;

Any securities market must be authorized and licensed as a securities exchange by the

Commission;

All securities of a public company which are publicly traded must be registered by the

Commission; and

Collective Investment Schemes must be authorized by the Commission.

In assessing applications, the SEC is required to conduct a number of assessments - including the fit

and proper test of applicants, financial soundness of the applicants, lawfulness and moral standards

of the proposed activity and any other relevant issues. Where applications may cause harm to the

good repute of the jurisdiction, such applications are recommended for rejection.

In 2016, the SEC rejected 2 applications with the purpose to protect the good repute of the

jurisdiction. The main reasons for which the applications were rejected are lack of fitness and

propriety of the proposed Applicant and unsound financial position.

Licences Issued in 2016

The Capital Markets Sector has been gaining momentum and systemic importance based on the

number of applications for licences received in 2016. However, the Commission continued in its role

of ensuring that only fit and proper persons and entities were allowed to offer securities services to

the investing public.

During the Financial Year ended 31st March 2016 the Commission licensed various entities, in whose

details are in the appendix. The breakdown of the licenses issued is as follows:

License area 31/03/2016 31/03/2015

Percentage

change

1. Collective Investment Schemes (CIS)

8 7

14%↑-

2. Dealer’s License 27 25

-

3. Dealer’s Representative License 105 70

43%↑

4. Investment Advisor’s License 7 7

-

5. Investment Advisor’s Representative License 19 12

42.0%↑

6. Securities Exchange License 3 2

50.0%↑

Total 169 123

37%↑

Inspections and Surveillance

Inspections

In order to ensure that the market was safe and secure, the SEC carried out annual inspections for the

year ended 31st March 2016. Inspections were carried out on dealers, Investment advisors and

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securities exchanges. Inspections involve a desk review of each licensee’s file, face to face

interactions with officers of the licensees and examination of documents. The final output was an

inspection report with recommendations. For the period under review, licensees were inspected as

follows:

Surveillance

The overall mandate of the SEC under the Securities Act Cap 354 of the Laws of Zambia is to protect

investors. One of the functions that ensures this is done is market surveillance, which includes

monitoring, investigations, inspections and handling complaints from the market players.

Complaints Handling

In term of complaints, the commission handled nine (9) complaints in the period under review and

seven (7) have been successfully concluded. The remaining two (2) have been passed on for

recommendation to the relevant departments.

TYPE OF COMPLAINT

DATE

RECIVED

ACTION TAKEN

STATUS

1. Requested update on

progression of shares:

24.03.16 The concerned party gave proof that the client

was assistance accordingly but there’s no

feedback from client showing he was satisfied

with the efforts.

open

2. Sought update on why an

agent was appointed for him

without his authorization

24.03.15 the client was advised that the appointment of

agents is done by the issuer .

closed

3. Appealed against reduction

of shares by Airtel from

30,000 to 600

11.06.15 The LuSE contacted the client via a letter and

the SEC was in copy explaining the

consolidation of Airtel shares and helped him

understand what that meant.

closed

4. Sought for an update on why

he has not received a dividend

on his remaining 500

ZAMEFA shares

13.07.15 The client gave instructions to sell on two

occasions and this has been confirmed by the

LuSE. He did not reconcile his shareholding

properly after the last of his shares were sold.

Hence no dividend closed

5. A client complained of the

broker having held on to his

money for 8 months after sale

of Madison shares

17.09.15 The broker wrote to the client (with SEC in

copy) and apologized the having

inconvenienced the client .

closed

License type Number of

licensees

Number

inspected

% Inspected

1.Dealers 28 23 82.1%

2.Investment advisors 8 5 62.5%

3.CISs 8 8 100.0%

4.Securities Exchanges 2 2 100.0%

Total 46 38 82.6%

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6. A client complained of the

broker not having contacted

him to collect money after

selling of his shares

25.09 15 . The broker explained their lack of

communication to the client as a lapse in their

operations and therefore compensated the

client. closed

7. Sale of clients shares

without their consent

06.10.15 the case has been handed over for

enforcement.

open

8. Baby and family bond issues 07.01.16 clients resolved to settle their issues outside of

the commission’s oversight

closed

9. Delays in the payment of a

ZANACO dividend

12.08.16 complaint resolved and closed

closed

Review of CIS Returns

As part of the Commission’s supervisory processes, the CIS fund managers submit monthly returns,

which the SEC uses to monitor the safety of funds. The CIS industry, which eight (8) fund managers

who manage 30 sub funds are required to appoint a trustee who acts as the investor’s custodian.

Meanwhile, all funds should be separately kept at one of the two licensed custodians. At 31 March

2016, the funds under management were held as follows:

Name of Fund 31 March

2016 31 March

2015

ZMW ZMW

ABC Unit Trust 49,934,260 40,907,627

Mukuyu Unit Trust 3,536,841 -

Madison Unit Trust 54,678,155 44,457,218

Mpile Unit Trust 211,311,728 129,145,270

ECR Unit Trust 2,234,769 1,958,102

Intermarket Unit

Trust

8,560,591 12,847,906

Kukula Fund 1 23,264,398 18,088,016

LP Unit Trust 6,954,595 4,650,124

Total 360,475,337 252,054,264

Attendance of Annual General Meetings (AGMs)

As part of our investor protection activities, the Commission attends in an observer capacity,

AGMs of listed and registered entities. During the year our market surveillance team AGMs for

most of the listed companies and the following items were noted;

a) Attendance; About 50 percent of the AGMs were well attended and compliant in terms of

holding the meetings within the stipulated time and for those that were outside time waivers

were applied for and granted before the due date.

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b) Investor Participation; investors fully participated in the deliberations of the meetings very

well and all issues raised were well responded to by most companies. Most investors

seemed well involved in the monitoring of the performance of the companies in which they

have invested.

Investigations

The Commission undertook two investigations in the period under review. The outcome of the

investigations was that one of the parties involved was brought to book and handed over to the

relevant authorities while the Commission is still in the process of obtaining more information on

and investigating on the other case.

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Enforcement and Legal Services

The Commission through the Department of Enforcement and Legal Services ( “DELS”) is

responsible for the enforcing the Securities Act (“the Act”) and the Rules made there under. It is also

responsible for identifying and recommending law reform and development in the securities sector.

The following gives DELS activities during the period under review.

Regulatory Changes in the Proposed Securities Bill (“the Bill”)

The Bill, which underwent stakeholder review is currently at the National Assembly awaiting to be

presented for legislation. The Commission is hopeful that the Bill will be enacted into law during the

Session beginning September, 2016. The following are the highlights of the proposed changes to the

Securities Bill:

Introduction of Perpetual Licenses

The Bill introduces a perpetual license with annual license fees. The license once granted is

valid until revoked or suspended. It is envisaged that this will make it relatively easy to

administer and will reduce the licensees’ annual application requirements.

a) Regulation of Share Transfer Agents/ Securities Registrars

In the current Securities Act, Cap 354 of the Laws of Zambia Transfer Agents are recognized

but there is no specific provision for their regulation. The Securities Bill brings the Agents in

the regulatory ambit of the Commission. In recognizing the vital role played by the Agents

in the securities market, the proposed Bill is timely and progressive in proposing for the

regulation of the Agents. In the same vein, the Bill introduces the licensing of clearing and

settlement agencies to operate in the capital market’s space.

b) The Capital Markets Tribunal

The Securities Bill creates a Tribunal to deal with disputes in the capital market. The Tribunal

will be headed by a Chairman who should be a lawyer qualified to be appointed Judge of the

High Court.

c) The Commission’s Power to vet Directors

The Bill proposes that the Commission shall have the power to vet and approve the Directors

and senior Management appointed to serve on an exchange (s). The Bill also proposes to

introduce fitness standard for members and directors of the exchange (s).

Regulatory Actions Taken Between April, 2015 and August, 2016

The Securities Act provides broadly for the suspension, revocation and/or criminal prosecution as

enforcement options for any licensee that breaches its provisions. The Commission has recourse to

these options when there are grounds and circumstances meriting the specific action. During the

period under consideration, the Commission undertook a number of administrative actions on

licensees.

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Market Transactions

During the financial year ending 31st March 2016, the Commission received and approved

applications for companies including registration of securities, mergers and acquisitions. Waivers

from certain Securities Act obligations as enshrined in the Act, and other miscellaneous market

activities were also considered.

The table below shows the companies, type and number of securities that where approved during the

period under review:

DATE COMPANY TYPE AND NUMBER

OF SECURITIES/OR

TRANSACTION

APPROVAL

GRANTED

ON

PURPOSE OF MEETING

01.04.2015

Zambia Institute of

Chartered

Accountants

US$ 28,000,000 Medium

Term Note Programme 09.04.2015

Approval for registration of a

Medium Term Note

Programme

01.04.2015

Engineering Institute

of Zambia

50,000,000 Engineering

Institute of Zambia

ordinary shares 09.04.2015

Approval for registration of

shares

01.04.2015

Imara Global &

Imara Africa

Opportunities Fund

Off shore Collective

Investment Scheme 01.04.2015

Approval for Authorisation of

Collective Investment Scheme

01.04.2015

Ikulileni Investment

Plc

27,016,057 Ikulileni

ordinary shares 18.04.2015

Approval for registration of

shares

19.06.2015

Mukuyu Growth

Fund

Collective Investment

Scheme 25.06.2015

Approval for Authorisation of

Collective Investment Scheme

19.06.2015 Zambian Home

Loans

ZMW 45,000,000

Medium Term Note

Programme 19.08.2015

Approval for registration of a

Medium Term Note

Programme

19.06.2015 Madison Finance

Company

ZMW 400,000,000

Medium Term Note

Programme 25.06.2015

Approval for registration of a

Medium Term Note

Programme

19.06.2015 SABMiller Plc

Employee Share

Ownership Plan 25.06.2015

Authorization of Employee

Share Ownership Plan

19.06.2015 Bayport Financial

Services Ltd

ZMW 300,000,000

Medium Term Note

Programme 25.06.2015

Approval for registration of

additional Notes

06.08.2015

Ulendo

ZMW 500,000,000

Medium Term Note

Programme 19.08.2015

Approval for registration of a

Medium Term Note

Programme

15.10.2015 Zambia National

Building Society

ZWM 400,000,000

Medium Term Note

Programme 12.11.2015

Approval for registration of a

Medium Term Note

Programme

15.10.2015

BancABC

ZMW 400,000,000

Medium Term Note

Programme 12.11.2015

Approval for registration of a

Medium Term Note

Programme

16.02.2016

JP Morgan

Investment and

Franklin Templeton

Investment Fund

Off Shore Collective

Investment Scheme

18.02.2016

Approval for Authorisation of

Collective Investment Scheme

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Training and Workshops

Multi-national and Regional Conferences and Summits Attended by Commission Staff

The Commission has a deliberate policy to ensure staff are aware of the developments in this ever

changing capital markets environment. The country and the commission are also signatories to

regional bodies such as SADC, which among other things require membership and attendance at

meetings such as those of the Committee on Insurance, Securities and Non Bank Authorities

(CISNA) and the Eastern and Southern African Anti Money Laundering Group (ESAAMLAG).

Therefore, during the Financial Year ended 31 March 2016, Commission staff attended the following

training, Conferences, meetings and workshops.

Course and Location Dates Attended by

Capital Markets Training, USA

14th – 29th March 2015

Director Market Supervision &

Development (DMSD)

Strategy Management, Dublin

13th – 24th April 2015

Secretary & Chief Executive

(SCE)

ZICA Annual General Workshop

17th – 18th April 2015

Three Commissioners, Manager

Market Transactions &

Investments and Manager Finance

CISNA, Lilongwe, Malawi

27th – 1st May 2015

Manager Market Transactions &

Investments (MMT&I)

ESAAMLG Meeting, Brisbane,

Australia

21st – 26th June, 2015

Director Enforcement & Legal

Services

LAZ Annual Business

Conference, Livingstone

23rd – 25th April, 2015

Manager Enforcement & Legal

Services (MELS)

World Bank Impact Evaluation

Workshop - Istanbul, Turkey

11th – 14th May 2015 Director Market Supervision &

Development (DMSD)

FSB Familiarisation Tour and

Training, South Africa

20th – 30th July, 2015

Accounts Assistant, Surveillance

Officer

International Skills Development

Symposium, Livingstone

22nd – 26th June, 2015

Personal Assistant & Secretary

Market Transactions &

Investments

ZICA Annual Business

Conference, Livingstone

11th – 14th August, 2015

Manager Market Transactions &

Investments, Manager Finance

and Manager Market Supervision

CISNA, Mozambique

26th – 30th October, 2015

Secretary & Chief Executive

(SCE), Manager Market

Transactions & Investments

(MMT&I)

Kenya Familiarisation Tour

8th – 15th November 2015

Director Market Supervision &

Development (DMSD), Manager

Market Supervision, Surveillance

Officer Manager Enforcement &

Legal Services

13th Annual African Capital

Markets Conference, Cape

Town, South Africa

25th -27th November 2015 SCE, SEC Commissioners

Manager, Market Transactions &

Investments

Performance Management

Training, Chaminuka Lodge,

Lusaka

15th – 17th March, 2016

Human Resource Officer

Driver’s Workshop, Livingstone 26th – 27th March 2016 Driver & Office Assistant

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Strategic Plan Overview

The Commission has identified and charted objectives that will be pursued during the 2015 -2018

strategic planning period. These objectives include the following:

Objective One: “Develop and deploy strengthened institutional capacity.

This objective has been carried from the 2012-2015 Strategic Plan as we believe that this is the

backbone of the Commission performing better as a regulator.

Objective Two: “Establish and maintain an effective and efficient regulatory environment for

Capital Market.

This is to provide the investors and the market in general with comfort that there is an effective and

efficient regulatory and legal system protecting their interests.

Third objective: “Encourage and facilitate the development and diversification of Capital

Market products and financial instruments.”

This is in a bid to grow the Zambian Capital Market and thus offer a wider selection of investment

instruments.

Fourth objective: “Optimise market transaction costs.”

In general, this will ensure that the Capital Market contributed to the reduction in the cost of doing

business in Zambia.

Fifth objective: Enhance investor protection within the Zambian Capital Market.

This is one of the core mandates of the Commission, and cannot be overemphasized. A happy

investor leads to increased confidence in the Zambian capital market.

The identified goals and activities will be given to specific directorates.

The above identified goals and activities are expected to help increase the number of investors and

issuers through awareness and building market confidence. The Commission plans to see a market

where there is increased liquidity achieved through having a trusted market where there is increased

number of listed entities as well as participation on the market by an increased number of investors.

Page 29: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

SEC Organization Structure

Manager-Admin

Secretary and Chief

Executive

Director-

Finance & Admin

Manager-

Law Reform

& Devpt

Manager-

Market

Devpt

Manager-

Finance

Manager-

Mtk

Transactions

Internal

Auditor

SEC Board

Secretary

Board Committees

Compensation Fund

Committee

Licensing Committee

Market

Transactions Committee

Staff Remuneration Committee

Risk &Audit Committee

Director-

Mkt Supervision & Devpt

Office Assistant

Director-Enforcement & Legal

Services

Secretary Secretary

Personal

Assistant

Exec..

Assistant

Risk &Audit Committee

Accounts

Officers

Manager-

Investigations &

Enforcement

Surveillance

Officer

Manager-

Mkt Supervision (*2)

HR

Officer

Drivers

NO.

1

3

9

22

1

3

0

3

3

=45

3

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Committees and Committee Members

COMMITTEE

NAME

INSTITUTION

Licensing

Commissioner Joe Simachela

Commissioner Amos Siwila

Dr. Leonard Kalinde

Mrs. Namakau Mundia-Ntini

Ms. Chiluba Mumba

MoJ

LAZ

BoZ

PIA

ERB

Compensation

Fund

Commissioner (Dr) Jonathan Chipili

Mr. Brian Tembo

Dr. Francis Ndilila

Ms. Abigail L Chimuka

Ms. Annie Chala Kalulu

BOZ

LuSE

ZACCI

LAZ

BAZ

Risk & Audit

Commissioner Gloria Munkombwe

Mr. Chintu Y Mulendema

Mr. George Nonde

Dr. Fortune Kamusaki

NGOCC

ZICA

ZACCI

MoFNP

Staff &

Remuneration

Committee

Commissioner Amos Siwila

Commissioner Joe H Simachela

Commissioner Gloria Munkombwe

LAZ

MoJ

NGOCC

Market

Transactions

Committee

Commissioner (Dr) Jonathan Chipili

Commissioner Chintu Y Mulendema

Mr. Patrick D. Chisanga

Mr. Chilufya Sampa

Commissioner George Nonde

Mr. Anthony Bwembya

BoZ

ZICA

ZDA

CCPC

ZACCI

PACRA

Procurement

Committee

Mr. Phillip K. Chitalu

Mr. Charles Ng’andu

Mr. Mwawi Phiri

Mr. Saul Nyalugwe

SEC

Independent

Independent

SEC

Page 31: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

SEC 2016 Financial Statements

Page 32: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

Securities and Exchange Commission

Financial Statements 31 March 2016

Page 33: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

SECURITIES AND EXCHANGE COMMISSION

FINANCIAL STATEMENTS – 31 MARCH 2016

Contents Page Statement of Commissioners’ responsibilities 1 Report of the independent auditors 2 - 3 Statement of comprehensive income 4 Statement of changes in equity 5 Statement of financial position 6 Statement of cash flows 7 Notes to the financial statements 8 - 24 Detailed statement of comprehensive income Schedule

Page 34: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

1.

SECURITIES AND EXCHANGE COMMISSION

STATEMENT OF COMMISSIONERS’ RESPONSIBILITIES The Securities Act, 1993 requires the commissioners to prepare financial statements for each financial year which give a true and fair view of the financial position of Securities and Exchange Commission and of its financial performance and its cash flows for the year then ended. In preparing such financial statements, the commissioners are responsible for • designing, implementing and maintaining internal control relevant to the preparation and fair presentation

of financial statements that are free from material misstatement, whether due to fraud or error; • selecting appropriate accounting policies and applying them consistently; • making judgements and accounting estimates that are reasonable in the circumstances; and • preparing the financial statements in accordance with the applicable financial reporting framework, and on

the going concern basis unless it is inappropriate to presume that the Commission will continue in operation. The commissioners are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Commission and enable them to ensure that the financial statements comply with the Securities Act, 1993. They are also responsible for safeguarding the assets of the Commission and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The commissioners confirm that in their opinion (a) the financial statements give a true and fair view of the financial position of Securities and Exchange

Commission as of 31 March 2016, and of its financial performance and its cash flows for the year then ended;

(b) at the date of this statement there are reasonable grounds to believe that the Commission will be able to pay

its debts as and when these fall due; and (c) the financial statements are drawn up in accordance with International Financial Reporting Standards. This statement is made in accordance with a resolution of the commissioners. Signed at Lusaka Chairman

Commissioner

Page 35: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

2.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

SECURITIES AND EXCHANGE COMMISSION

We have audited the accompanying financial statements of Securities and Exchange Commission, which comprise the statement of financial position as at 31 March 2016, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes. Commissioners’ responsibility for the financial statements As described on page 1 the commissioners are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as the commissioners determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Page 36: SECURITIES AND EXCHANGE COMMISSION ZAMBIA · Mission Statement Of the Securities and Exchange Commission Zambia: To stimulate the expansion and grow the capital market in order to

3.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

SECURITIES AND EXCHANGE COMMISSION (CONTINUED)

Opinion In our opinion, the financial statements give a true and fair view of the financial position of Securities and Exchange Commission as at 31 March 2016, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards. Report on other legal and regulatory requirements In our opinion, the financial statements of Securities and Exchange Commission as of 31 March 2016 have been properly prepared in accordance with the Securities Act, 1993 Cap 354 of the Laws of Zambia, and the accounting and other records and registers have been properly kept in accordance with the Act. Chartered Accountants Wesley Beene (AUD/ F000465) Name of Partner signing on behalf of the firm Lusaka Date:

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4.

SECURITIES AND EXCHANGE COMMISSION

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2016

Note 2016 2015 ZMW ZMW Income Grants and other income 6 17,347,216 19,672,240

Expenditure Employee benefits costs (7,424,317) (7,500,326) Depreciation (363,015) (472,733) Other operating expenses (6,633,425) (5,201,104) (14,420,757) (13,174,163) Surplus for the year 7 2,926,456 6,498,077 Other comprehensive income - - Total comprehensive income 2,926,459 6,498,077

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5.

SECURITIES AND EXCHANGE COMMISSION

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2016

Accumulated

reserves Total ZMW ZMW

At 1 April 2014 75,633 75,633 Total comprehensive income for the year 6,498,077 6,498,077 At 31 March 2015 6,573,710 6,573,710 Total comprehensive income for the year 2,926,459 2,926,459 At 31 March 2016 9,500,169 9,500,169

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6.

SECURITIES AND EXCHANGE COMMISSION

STATEMENT OF FINANCIAL POSITION - 31 MARCH 2016

Note 2016 2015 ZMW ZMW

ASSETS

Non-current assets Motor vehicles, furniture and equipment 9 421,953 515,873 421,953 515,873

Current assets Short term deposit 10 6,250,000 2,160,000 Investments 11 - 578,157

Trade and other receivables 12 3,204,874 2,504,098 Cash and cash equivalents 13 3,031,684 7,497,128 12,486,558 12,739,383 Total assets 12,908,511 13,255,256

EQUITY AND LIABILITIES

Funds and reserves Accumulated reserves 9,500,169 6,573,710 9,500,169 6,573,710 Non-current liabilities Finance lease obligations 14 - 24,572 - 24,572

Current liabilities Finance lease obligations 14 - 128,123 Trade and other payables 15 3,408,342 6,528,851 3,408,342 6,656,974 Total equity and liabilities 12,908,511 13,255,256 The financial statements on pages 4 to 24 were approved by the Board of Commissioners on and were signed on its behalf by:

) ) CHAIRMAN

) )

) COMMISSIONER ) )

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7.

SECURITIES AND EXCHANGE COMMISSION

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2016

2015 2014

ZMW ZMW

Cash flows from operating activities

Surplus for the year 2,926,459 6,498,077 Depreciation 363,015 472,734 Interest received (613,463) (41,914)

Increase in trade and other receivables (700,776) (147,478) Gain on disposal of motor vehicles, furniture and equipment - (1,450) Increase in trade and other payables (3,120,509) 2,954,894 Net cash (outflow)/inflow (on)/from operating activities (1,145,274) 9,734,863 Investing activities Purchase of property, plant and equipment (285,009) (74,661) Investments purchased (6,250,000) (2,887,838) Interest received 613,463 41,914 Investment interest reinvested - (129,530) Investments redeemed 2,738,157 995,871 Proceeds from disposal of motor vehicles, furniture and equipment 15,914 63,055 Net cash outflow on investing activities (3,167,475) (1,991,189) Financing activities Finance lease payments (152,695) (465,809) Net cash outflow on financing activities (152,695) (465,809) (Decrease)/Increase in cash and cash equivalents (4,465,444) 7,277,865 Cash and cash equivalents at beginning of the year 7,497,128 219,263

Cash and cash equivalents at end of the year 3,041,755 7,497,128

Represented by: Cash in hand and at bank 3,041,755 7,497,128

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NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 1. The Commission

The Commission is a body corporate that came into existence by an Act of Parliament, the Securities Act No. 38 of 1993, with the objective of inter-alia regulating and developing the securities market in Zambia.

2. Basis of preparing the financial statements - going concern basis

The financial statements have been prepared on a going concern basis which assumes that the Commission will continue in operational existence for the foreseeable future.

The validity of this assumption depends on the Commission being able to generate sufficient funds from its future activities to meet its working capital requirements and the Government of the Republic of Zambia increasing its grants to the Commission. If the Commission was unable to continue in operational existence for the foreseeable future, adjustments would have to be made to reduce the reporting date values of assets to their recoverable amounts, to provide for further liabilities that might arise and to reclassify equipment and motor vehicles and long term liabilities as current assets and liabilities.

The Commissioners are of the opinion that it is appropriate for the financial statements to be prepared on a going concern basis.

3. Principal accounting policies

The principal accounting policies applied by the Commission in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. (a) Basis of presentation

The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS). The financial statements are presented in accordance with IAS 1 “Preparation of financial statements” (Revised 2007). The Commission has elected to present the “Statement of Comprehensive income” in one statement namely the “Statement of Comprehensive Income”. They have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets and financial assets and liabilities at fair value through the statement of comprehensive income.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Commission’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.

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SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED)

3. Principal accounting policies (continued)

(b) New and revised standards that are effective for annual periods beginning on or after 1

January 2015

A number of new and revised standards are effective for annual periods beginning on or after 1 January 2015. Information on these new standards is presented below.

IFRIC 21 ‘Levies’ IFRIC 21 clarifies that:

The obligating event that gives rise to the liability is the activity that triggers the payment of the levy, as identified by the government’s legislation. If this activity arises on a specific date within an accounting period then the entire obligation is recognised on that date

the same recognition principles apply in the annual and interim financial statements. IFRIC 21 has no material effect on the annual financial statements. IFRIC 21 has been applied retrospectively in accordance with its transitional provisions and had

no material effect on the financial statements for any period presented. Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) These amendments clarify the application of certain offsetting criteria in IAS 32, including:

the meaning of ‘currently has a legally enforceable right of set-off’

that some gross settlement mechanisms may be considered equivalent to net settlement. The amendments have been applied retrospectively in accordance with their transitional provisions. As the Commission does not currently present any of its financial assets and financial liabilities on a net basis using the provisions of IAS 32, these amendments had no material effect on the financial statements for any period presented.

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SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED)

3. Principal accounting policies (continued)

(b) New and revised standards that are effective for annual periods beginning on or after

1 January 2015 (continued) Recoverable Amount Disclosures for Non-Financial Assets (Amendments to IAS 36) These amendments clarify that an entity is required to disclose the recoverable amount of an asset (or cash generating unit) whenever an impairment loss has been recognised or reversed in the period. In addition, they introduce several new disclosures required to be made when the recoverable amount of impaired assets is based on fair value less costs of disposal, including:

additional information about fair value measurement including the applicable level of the fair value hierarchy, and a description of any valuation techniques used and key assumptions made

the discount rates used if fair value less costs of disposal is measured using a present value technique.

The amendments have been applied retrospectively in accordance with their transitional

provisions.

(c) Standards, amendments and interpretations to existing standards that are not yet

effective and have not been adopted early by the Commission

IFRS 9 ‘Financial Instruments’ (2014) The IASB recently released IFRS 9 ‘Financial Instruments’ (2014), representing the completion of its project to replace IAS 39 ‘Financial Instruments: Recognition and Measurement’. The new standard introduces extensive changes to IAS 39’s guidance on the classification and measurement of financial assets and introduces a new ‘expected credit loss’ model for the impairment of financial assets. IFRS 9 also provides new guidance on the application of hedge accounting. Management have yet to assess the impact of IFRS 9 on these financial statements. The new standard is required to be applied for annual reporting periods beginning on or after 1 January 2018. IFRS 15 ‘Revenue from Contracts with Customers’

IFRS 15 presents new requirements for the recognition of revenue, replacing IAS 18 ‘Revenue’, IAS 11 ‘Construction Contracts’, and several revenue-related Interpretations. The new standard establishes a control-based revenue recognition model and provides additional guidance in many areas not covered in detail under existing IFRSs, including how to account for arrangements with multiple performance obligations, variable pricing, customer refund rights, supplier repurchase options, and other common complexities. IFRS 15 is effective for reporting periods beginning on or after 1 January 2017. Management have not yet assessed the impact of IFRS 15 on these financial statements.

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SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED) 3. Principal accounting policies (continued)

(c) Grants Government grants are accounted for when there is reasonable assurance that the Commission will comply with the conditions attaching to them and that the grants will be received. Grants that relate to specific capital expenditure are treated as capital grants. Capital grants are deferred and amortised to the statement of comprehensive income in equal annual instalments over the expected useful lives of the assets to which they relate. Grants included in the statement of financial position represent total grants received to date less amounts so far transferred to statement of comprehensive income. Other grants are credited to the statement of comprehensive income in the period in which they are received.

(d) Licensing fee income

Licensing fee income is recognised upon issue of a licence. Registration fee income is recognised once securities are registered. Authorisation fee income on a takeover or merger transactions is recognised when the transaction is duly authorised. The LuSE trade commission is credited to the statement of comprehensive income on an accrual basis.

(e) Interest Interest income is recognised on an accrual basis.

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SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED)

3. Principal accounting policies (continued)

(f) Property, plant and equipment Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Commission and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred.

Increases in the carrying amount arising on revaluation of property, plant and equipment are credited to the revaluation surplus in the accumulated fund. Decreases that offset previous increases of the same asset are charged against fair value reserves directly in accumulated fund; all other decreases are charged to the statement of comprehensive income. Each year, the difference between depreciation based on the revalued carrying amount of the asset charged to the statement of comprehensive income and depreciation based on the asset’s original cost is transferred from the revaluation surplus to the accumulated fund.

Depreciation is calculated to write down the assets to residual amounts on a straight line basis over the expected useful lives of the assets concerned. The principal annual rates used for this purpose, which are consistent with those of the previous year, are: -

% Motor vehicles 25 Office equipment 20 Computer hardware 33 1/3 Office furniture 20

The assets’ residual values and useful lives are reviewed at each reporting date and adjusted if

appropriate.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount. These are included in the statement of comprehensive income in the other operating income. When revalued assets are sold, the amounts included in the revaluation surplus relating to these assets are transferred to retained earnings.

(g) Leased assets Where property, plant and equipment are financed by leasing agreements which give rights approximating to ownership (finance leases), the assets are treated as if they had been purchased and the capital element of the leasing commitments is shown as obligations under finance leases. The lease rentals are treated as consisting of capital and interest; the capital element is applied to reduce the outstanding obligations and the interest element is charged to the profit and loss account over the period of the lease so as to produce a constant periodic rate of interest in the remaining balance of the liability under the lease agreement for each accounting period. All other leases are operating leases and the annual rentals are charged to the profit and loss account on a straight line basis over the lease term.

Depreciation on the relevant assets is charged to the profit and loss account over their useful lives. .

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SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED) 3. Principal accounting policies (continued)

(h) Lease payments

Payments made under operating leases are recognised in the income statement on a straight line basis over

the term of the lease. The Commission during the period under review had no running lease. (i) Financial assets

The Commission classifies its investments into the following categories: financial assets at fair value through profit or loss, trade and other receivables, held-to-maturity financial assets and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re-evaluate this at every reporting date. (i) Financial assets at fair value through income

This category has two sub-categories: financial assets held for trading and those designated at fair value through profit or loss at inception.

A financial asset is classified into the ‘financial assets at fair value through income’ category at inception if acquired principally for the purpose of selling in the short term, if it forms part of a portfolio of financial assets in which there is evidence of short term profit taking, or if so designated by management.

(i) Financial assets at fair value through income

Financial assets designated as at fair value through profit or loss at inception are those that are:

held in internal funds to match investment contracts liabilities that are linked to the changes in fair value of these assets. The designation of these assets to be at fair value through profit or loss eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases;

managed and whose performance is evaluated on a fair value basis. Assets that are part of these portfolios are designated upon initial recognition at fair value through profit or loss.

(ii) Trade and other receivables Trade and other receivables are non-derivative financial assets with fixed or determinable payments

that are not quoted in an active market other than those that the Commission intends to sell in the short term or that it has designated as at fair value through income or available for sale. Trade and other receivables are recognised at fair value, less provision for impairment. A provision for impairment of Trade and other receivables is established when there is objective evidence that the Commission will not be able to collect all amounts due according to their original terms.

(iii) Held-to-maturity financial assets

Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and fixed maturities other than those that meet the definition of trade and other receivables that the Commission’s management has the positive intention and ability to hold to maturity. These assets are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment is established when there is objective evidence that the Commission will not be able to collect all amounts due according to their original terms.

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NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED) 3. Principal accounting policies (continued)

(i) Financial assets (continued) (iv) Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories.

Financial assets are derecognised when the rights to receive cash flows from them have expired or where they have been transferred and the Commission has also transferred substantially all risks and rewards of ownership.

Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Held-to-maturity financial assets are carried at amortised cost using the effective interest method. Realised and unrealised gains and losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are included in the statement of comprehensive income in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available for sale are recognised in equity. When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments are included in the statement of comprehensive income as net realised gains or losses on financial assets. Interest on available-for-sale securities calculated using the effective interest method is recognised in the statement of comprehensive income. The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active, the Commission establishes fair value by using valuation techniques.

(j) Impairment of assets (i) Financial assets carried at amortised cost

The Commission assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset (a 'loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Objective evidence that a financial asset or group of assets is impaired includes observable data that comes to the attention of the Commission about the following events:

significant financial difficulty of the issuer or debtor;

a breach of contract, such as a default or delinquency in payments;

it becoming probable that the issuer or debtor will enter bankruptcy or other financial reorganisation; or

observable data indicating that there is a measurable decrease in the estimated future cash flow from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the Commission, including:

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SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED) 3. Principal accounting policies (continued)

(j) Impairment of assets (continued)

(i) Financial assets carried at amortised cost (continued)

• adverse changes in the payment status of issuers or debtors in the Commission; or

• national or local economic conditions that correlate with defaults on the

assets in the Commission.

The Commission first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant. If the Commission determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss has been incurred on assets carried at amortised cost, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of comprehensive income. If a held-to-maturity investment or a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under contract.

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed by adjusting the allowance account. The amount of the reversal is recognised in the statement of comprehensive income.

(ii) Financial assets carried at fair value

The Commission assesses at each reporting date whether there is objective evidence that an available-for-sale financial asset is impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and current fair value, less any impairment loss on the financial asset previously recognised in profit or loss – is removed from equity and recognised in the statement of comprehensive income. Impairment losses recognised in the statement of comprehensive income on equity instruments are not subsequently reversed. The impairment loss is reversed through the statement of comprehensive income, if in a subsequent period the fair value of a debt instrument classified as available for sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss.

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SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED) 3. Principal accounting policies (continued)

(j) Impairment of assets (continued)

(iii) Impairment of other non-financial assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

(k) Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term

highly liquid investments and balances held with banks. Bank overdrafts that are repayable on

demand are included as a component of cash and cash equivalents. (l) Foreign currencies

(i) Functional and presentation currency Items included in the financial statements are measured using the currency of the primary economic environment in which the Commission operates (the ‘functional currency’). The financial statements are presented in Zambian Kwacha, which is the Commission’s presentation currency.

(ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the rates

of exchange prevailing at the date of transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.

(m) Employee benefits

(i) Provision for retirement benefits

The Commission has a plan with National Pension Scheme Authority (NAPSA) where the Commission pays an amount equal to the employee’s contributions. Employees contribute 5% of their gross earnings.

(ii) Provisions for leave pay and long service bonus

Provisions for leave pay are made in respect of all staff. In addition, all employees are entitled to gratuity and a provision is made thereon.

(n) Trade and other payables Trade and other payables are stated at cost.

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SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED) 4. Critical accounting estimates and judgements

The Commission makes estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements. Estimates and judgements are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In the process of applying Commission’s accounting policies, management has made judgements in determining:

(a) the classification of financial assets; (b) whether assets are impaired; (c) estimation of provision and accruals; and (d) recoverability of trade and other receivables.

5. Management of financial risk

5.1 Financial risk The Commission is exposed to a range of financial risks through its financial assets. The most important component of this financial risk is credit risk. These risks arise from open positions in the interest rate and business environments, all of which are exposed to general and specific market movements. The Commission manages these positions with a framework that has been developed to monitor its customers and return on its investments.

5.1.1 Credit risk The Commission has exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Key area where the Commission is exposed to credit risk is trade and other receivables and investments.

The Commission structures the levels of credit risk it accepts by placing limits on its exposure to the level of credit given to or investment made in a single entity.

5.1.2 Foreign currency risk Most of the transactions for the Commission are carried out in Zambian Kwacha. The exposure to foreign currency risk is low.

5.1.3 Capital management The Commission’s objective when managing capital is to safeguard the Commission’s ability to continue as a going concern so that it can continue to provide benefits to stakeholders. The Commission’s capital is supported by grants from the Government of the Republic of Zambia (GRZ) and its internally generated fees.

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SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED) 6. Income

The main sources of income were:

2016 2015

ZMW (%) ZMW (%) Grants from Government of the Republic of Zambia 9,668,004 56 9,668,004 49 Registration of securities 2,407,500 14 4,541,996 23 LuSE trade commissions 1,173,519 7 2,728,069 14 Other fees and revenues 4,098,193 23 2,734,171 14 17,347,216 19,672,240 100

7. Surplus for the year

2016 2015 Surplus for the year is stated after charging:- ZMW ZMW Depreciation 363,015 472,734 Auditors' remuneration Internal audit - 60,000 External audit 84,370 95,968 84,370 155,968

Commissioners’ and committee expenses 1,093,623 1,122,615

8. Income tax expense The Commission is exempt from income tax. 9. Motor vehicles, furniture and equipment

(a) Summary

Motor Office Office Computer vehicles equipment Furniture equipment Total ZMW ZMW ZMW ZMW ZMW

Cost At 1 April 2014 1,488,765 72,467 256,053 300,965 2,118,250 Additions - 6,730 20,080 47,851 74,661 Disposal (181,662) - - (10,840) (192,502) At 31 March 2015 1,307,103 79,197 276,133 337,976 2,000,409

Additions 210,806 2,751 8,329 63,123 285,009 Disposals (376,813) - - - (376,813)

At 31 March 2016 1,141,096 81,948 284,462 401,099 1,908,605 Depreciation At 1 April 2014 777,517 51,857 129,358 183,967 1,142,699 Charge for the year 321,944 6,068 55,124 89,598 472,734 Disposal (121,107) - - (9,790) (130,897) At 31 March 2015 978,354 57,925 184,482 263,775 1,484,536 Charge for the year 252,403 9,696 51,934 48,981 363,014 Disposals (360,898) - - - (360,898) At 31 March 2016 869,859 67,621 236,416 312,756 1,486,652

Net book value At 31 March 2016 271,237 14,327 48,046 88,343 421,953 At 31 March 2015 328,749 21,272 91,651 74,201 515,873

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SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED) 2016 2015 ZMW ZMW 10. Short term deposit Standard Chartered Bank PLC 2,250,000 2,160,000 Barclays Bank PLC 4,000,000 - 6,250,000 2,160,000 11. Investments

Madison – Gratuity Investment Fund At the beginning of the year 578,157 716,660 Purchased during the year - 727,838 Interest accrued - 129,530 Redeemed during the year (578,157) (995,871) At the end of the year - 578,157 The Fund was held with Madison Asset Management Company’s Collective Investment Scheme – Gratuity Fund. In the opinion of the directors, the value of the above investment was not less than the carrying amounts at which it has been included in the financial statements.

2016 2015 ZMW ZMW 12. Trade and other receivables GRZ Grant 805,668 805,668 Trade commissions - 68,090 Issuers fees 732,173 631,995 Inspection fees - 61,452 Sundry debtors 10,030 22,000 Accrued income – interest 472,889 92,513 Prepayments and deposits 1,295,798 770,608 3,316,558 2,452,326 Staff debtors 17,073 51,772 Provisions for doubtful debts (128,757) - 3,204,874 2,504,098 13. Cash and cash equivalents

Cash in hand and at bank 3,031,684 7,497,128

14. Finance Lease obligations 2016 2015 ZMW ZMW a) Summary

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At 1 April 152,695 618,504 Payments made during the year (152,695) (465,809) At 31 March - 152,695 (b) Lessors Barclays Bank Zambia PLC - 152,695 - 152,695 (c) The amounts are due as follows: Due within one year - 128,123 Due after one year - 24,572 - 152,695

(i) The payments on the leases in the year under review related to a Cavmont Bank Limited lease

that was obtained in 2012 and ran from 7 February 2012 to 30 January 2015.

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SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED)

14. Finance Lease obligations (continued)

(ii) The other payment on the leases related to a Barclays Bank Zambia PLC lease which ran from 13 February 2013 for a maximum financing period of 36 months.

2016 2015 ZMW ZMW 15. Trade and other payables Provisions and accruals 1,934,557 2,746,943 Market Development Fund 801,231 3,120,000 Amount due to Compensation Fund 37,478 98,176 Due to Zambia Revenue Authority 635,076 563,732 3,408,342 6,528,851 16. Financial assets and liabilities

Financial assets The Commission’s principal financial assets are investments, prepayments, bank balances and cash. The Commission maintains its bank accounts with major banks in Zambia of high credit standing. Prepayments are stated at their nominal value reduced by appropriate allowances for estimated irrecoverable amounts.

Financial liabilities

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The Commission’s financial liabilities are creditors and accruals. Financial liabilities are classified according to the substance of the contractual arrangements entered into, and are stated at their nominal value.

(a) Credit risk Credit risk is the risk of financial loss to the Commission if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from trade receivables and other receivables.

In order to manage this risk the Commission has a defined credit policy which is documented and forms the basis of all credit decisions. The Commission also makes allowance for impairment against non-performing accounts, where recovery is doubtful. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: -

Classes of financial assets Carrying amount 31 March 31 March

2016 2015 ZMW ZMW

Short term deposits 6,250,000 2,160,000 Investments - 578,157 Trade and other receivables 3,204,874 2,504,098 Cash and cash equivalents 3,031,684 7,497,128

12,486,558 12,739,383

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SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED) 16. Financial assets and liabilities (continued)

(a) Credit risk (continued)

The credit risk for cash and cash equivalents and short term deposits is considered negligible, since the counterparts are reputable banks with high quality external credit ratings. The credit risk for investments is considered to be low, since the Fund Manager is a reputable group. In respect of trade and other receivables, the Commission is not exposed to any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. Based on historical information about default rates, management considers the credit quality of trade receivables that are not past due or impaired to be good. The aged analysis of trade receivables which were not impaired at the reporting date are as follows:- 31 March 31 March 2016 2015 ZMW ZMW Days 0 – 30 101,496 68,090 31 – 60 129,621 -

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61 – 90 173,077 693,446 Over 90 327,979 - 732,173 761,536

(b) Interest rate risk The Commission is exposed to interest rate risk to the extent of the balance of any loans and other borrowings taken and outstanding. During the period under review, the commission was not subject to any interest rate risks has it had no any loans, and other borrowings taken and outstanding (2015: +/- 1%). These changes are considered to be reasonably possible based on observation of current market conditions. The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant. Profit for the year Equity

+1% -1% +1% -1% ZMW ZMW ZMW ZMW 31 March 2016 - - - - 31 March 2015 4,255 (4,255) 4,255 (4,255)

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22.

SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED) 16. Financial assets and liabilities (continued)

(c) Liquidity risk

Liquidity risk is the risk that the Commission will be unable to meet its obligations as they fall due. The contractual maturities of financial liabilities as at 31 March 2016 is summarised below: At 31 March 2016: Within Within 6 to 12 1 to 5 6 months months years ZMW ZMW ZMW Non-derivative Financial liabilities Finance lease obligations - - - Trade and other payables 2,367,460 1,040,882 - Total 2,367,460 1,040,882 -

At 31 March 2015: Within Within 6 to 12 1 to 5 6 months months years ZMW ZMW ZMW Non-derivative Financial liabilities Finance lease obligations 74,938 74,938 36,656 Trade and other payables 4,898,810 1,630,041 - Total 4,973,748 1,704,979 36,656 The above amounts reflect the contractual undiscounted cash flows, which may differ to the carrying values of the liabilities at the reporting date.

(d) Cash flow risk

In the opinion of the directors, the risk that future cash flows may not be sufficient to meet its working capital requirements is medium.

(e) Fair value

The carrying amounts of financial assets and liabilities are representative of the Commission’s position as of 31 March 2016 and are in the opinion of the directors not significantly different from their respective fair values due to generally short periods to maturity dates.

Interest-bearing loans and borrowings Fair value is calculated based on expected future principal and interest cash flows.

Trade and other receivables/payables For receivables/payables the carrying amount is deemed to reflect the fair value.

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23.

SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED)

16. Financial assets and liabilities (continued)

(f) Categories of financial instruments At 31 March 2016

Fair Receivable value ZMW ZMW

Financial assets Receivables 3,204,874 3,204,874 Short term deposit 6,250,000 6,250,000 Cash and cash equivalents 3,031,684 3,031,684 Total financial assets 12,486,558 12,486,558 Financial

Liabilities at amortised Fair Cost value ZMW ZMW

Financial liabilities Trade payables 3,408,342 3,408,342 Total financial liabilities 3,408,342 3,408,342 Net position 8,923,216 8,923,216

At 31 March 2015

Loans and Fair receivables value Financial assets

Receivables 761,537 761,537 Other receivables 1,742,561 1,742,561 Short Term Deposits 2,160,000 2,160,000 Cash and cash equivalents 7,497,128 7,497,128 Investments 578,157 578,157 Total financial assets 12,739,383 12,739,383 Financial

Liabilities at amortised Fair Cost value ZMW ZMW

Financial liabilities Trade payables 2,840,731 2,840,731 Other payables 3,688,120 3,688,120 Finance lease obligations 152,695 152,695 Total financial liabilities 6,681,546 6,681,546

Net position 6,057,837 6,057,837

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24.

SECURITIES AND EXCHANGE COMMISSION

NOTES TO THE FINANCIAL STATEMENTS - 31 MARCH 2016 (CONTINUED) 17. Related party transactions

The following transactions were carried out with related parties: 2016 2015

ZMW ZMW (i) Key management compensation Salaries and other short term benefits 2,878,474 2,040,615 Defined contribution pension schemes 29,093 38,218 2,907,567 2,078,833 (ii) Commissioners’ remuneration Fees for service as Commissioners 1,093,624 1,122,615

(iii) Loans to key management - 12,204

18. Capital commitments

There were no capital commitments either contracted or authorised at 31 March 2016 (2015 – ZMW nil).

19. Contingent liabilities The Commission has engaged a legal Counsel to represent it in a litigation against the Commission. The Counsel estimate legal fees of ZMW155,000, which are yet to be agreed with the Commission. This amount has not been provided in these financial statements.

20. Events subsequent to the reporting date

There has not arisen since the end of the financial year any item, transaction or event of a material and unusual nature likely, in the opinion of the Commissioners , to affect substantially the operations of the Commission, the results of those operations or the financial position of the Commission.

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SCHEDULE

SECURITIES AND EXCHANGE COMMISSION

DETAILED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2016

2016 2015 ZMW ZMW INCOME

Grants Revenue grants 9,668,004 9,668,004 Fees and other income Authorisation fees 311,114 388,582 Commission – LuSE trades 1,173,518 2,728,069 Licensing fees 1,410,674 966,870 Registration fees 2,407,500 4,541,996 Scrutiny fees 288,891 166,667 Sundry income 9,887 46,447 Interest received 613,463 - Issuers fees 515,916 586,661 Investment income 380,375 273,956 Inspection fees 124,363 90,468 Annual fees 115,451 37,273 Levy on Collective Investment Schemes (CIS) 326,427 177,247 Interest staff loans 1,633 - 7,679,212 10,004,236 Total income 17,347,216 19,672,240

EXPENDITURE Advertising expenses 181,998 132,099 Audit fees 84,370 155,968 Bank charges 51,097 28,820 Board and committee expenses 1,093,624 1,122,615 Consultancy fees 404,360 193,504 Depreciation 363,015 472,733 Employee benefits costs 7,424,317 7,500,326 Entertainment 11,912 2,055 Finance charges 39,363 57,368 Insurance 506,607 489,589 Motor vehicle expenses 228,387 249,363 Office operational costs 227,340 161,406 Postage and telephones 298,490 204,810 Electricity and water 57,555 10,613 Printing and stationary 185,889 145,859 Publicity and Education 581,864 600,126 Bad debts provision 128,757 - Rent 954,312 626,103 Repairs and maintenance 68,304 22,911 Security 97,232 54,420 Subscriptions and publications 344,427 193,505 Workshops and seminars 1,087,537 698,749 14,420,757 13,174,163 Surplus for the year 2,926,459 6,498,077

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APPENDICES

List of licensees in 2015 -2016

The Capital Markets Sector has been gaining momentum based on the number of applications for licences

received in 2016.

However, the Commission continued in its role of ensuring that only fit and proper persons and entities were

allowed to offer securities services to the investing public. The following entities were duly authorised to

conduct securities business in the categories shown below:

Collective Investment Schemes

The following collective investment schemes were operational during the period under review:

Item

Company Name

2016 2015

Yes No Yes No

1 Mukuyu Growth Fund √ √

2 ABC Unit Trust √ √

3 Equity Capital Resources Unit

Trust

√ √

4 Intermarket Unit Trust √ √

5 JM Busha Capital Unit Trusts √

6 Kukula Capital Fund √ √

7 Laurence Paul Unit Trust √ √

8 Madison Unit Trust √ √

9 Mpile Unit Trust √ √

Fund Managers

The following were the Fund Managers during the period under review;

Item

Company Name

2016 2015

Yes No Yes No

1 AoN Pension Fund

Administrators Limited

√ √

2 ABC Investment Services

Limited

√ √

3 Equity Capital Resources Plc √ √

4 Kukula Capital Plc √ √

5 Laurence Paul Investment

Services

6 African Life Financial Services

Limited

√ √

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Dealer’s License

The following corporate entities held this license during the period under review:

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Item

Company Name

2016 2015

Yes No Yes No

1. Aflife Capital Zambia

Limited

√ √

2. Aflife Holdings

Zambia Limited

√ √

3. African Alliance

Securities Limited

√ √

4. ABC Investment

Services Limited

√ √

5. ABC Zambia Limited √ √

6. African Life Financial

Services

√ √

7. AON Zambia Pension

Funds Administrators

Limited

√ √

8. Barclays Bank Plc √ √

9 Citibank Zambia

Limited

√ √

10. Credit Rating Agency

(Z) Limited

√ √

11. Equity Capital

Resources Plc.

√ √

12. Finance Bank Zambia

Limited

√ √

13. Finance Securities

Limited

√ √

14. First National Bank

Zambia Limited

√ √

15. Focus Financial

Services Limited

√ √

16. Grofin Zambia

Limited

√ √

17. Intermarket Securities

(Z) Limited

√ √

18. Investrust Bank Plc √ √

19. Kukula Capital Plc √ √

20. Laurence Paul

Investment Services

Ltd

√ √

21. Madison Asset

Management

Company Ltd

√ √

22. Pangaea Renaissance

Securities Ltd

√ √

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Dealer’s Representative Licenses

The following persons held this license during the period under review:

Item

Company Name

2016 2015

Yes No Yes No

1. Mukudzei-Ishe Zhou- Aflife

Capital

√ √

2. Anura Jayanath Karunaratne-

Aflife Holdings

√ √

3. Fortunate Ngatsha-Aflife

Holdings

√ √

4. Fumanikile Bbuku- African

Alliance Securities Limited

√ √

5. Joseph Simate-African Alliance

Securities Limited

√ √

6. Sherry Mary-Anne Thole -

African Alliance Securities

Limited

√ √

7. Danny Mulenga - African

Banking Corporation Investment

Services Limited

√ √

8. Miyanda H Hamusankwa-

African Banking Investments

Services Limited

√ √

9. Tontela Siwale-African Banking

Corporation Investments

Services

√ √

23. Professional Life

Assurance Limited

√ √

24. Stanbic Bank (Z)

Limited

√ √

25. Standard Chartered

Bank (Z) Limited

√ √

26. Stockbrokers Zambia

Limited

√ √

27. Zambia National

Commercial Bank Plc.

√ √

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10. Christopher K Mwelo-African

Banking Corporation (Z)

Limited

√ √

11. Theresa Chiluba – African

Banking Corporation Limited

√ √

12. Geoffrey Musekiwa-African Life

Financial Services Limited

√ √

13. Jones Phiri-African Life

Financial Services Limited

√ √

14. Muuka Mukongolwa Banda-

African Life Financial Services

Limited

√ √

15. Pethel Chambwe Phiri-African

Life Financial Services Limited

√ √

16. Sarudzai Peter Banda-African

Life Financial Services Limited

√ √

17. Munyumba Mutwale- AON

Zambia Pension Fund

Administrators Limited

√ √

18. Maron Mwangala –AON

Zambia Pension Fund

Administrators Limited

√ √

19. Boston Nkuname – Barclays

Bank Zambia

√ √

20. Lesa Mulenga – Barclays Bank

Zambia

√ √

21. Mark Penyani Katemangwe –

Barclays Bank Zambia

√ √

22. Tiyezyeko Chilembo – Barclays

Bank Zambia

√ √

23. Carmen K. Hachani – Citibank

Zambia Limited

√ √

24. Geofrey Mchangila – Citibank

Zambia Limited

25. Ngosa Mary Kafwembe –

Citibank Zambia Limited

√ √

26. Obert Kamuwanga Limbani –

Citibank Zambia Limited

√ √

27. Steven Chitete- Citibank Zambia

Limited

√ √

28. Cornwell Fungai Musana –

Equity Capital Resource Plc

√ √

29. Peter Mutale Kang’ombe –

Equity Capital Resources Plc.

√ √

30. Sabera Khan –Eqiuty Capital

Resources Plc

√ √

31. Chilemba Zulu-Finance Bank

Zambia Plc

√ √

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32. Mungala Chiboola Matongo-

Finance Bank Zambia Plc

√ √

33. Tushar Thaker – Finance

Securities Limited

√ √

34. Gerald Ndhlovu – First National

Bank

√ √

35. Kapumpe Chola Kaunda-First

National Bank

√ √

36. Llewellyn Foxcroft –First

National Bank

√ √

37. Naomi Hara Palale – First

National Bank

√ √

38. George Mubipe - Focus

Financial Services

√ √

39. Chibamba Kizito Lopa - Grofin

Zambia Limited

√ √

40. Enerst Kando-Grofin Zambia

Limited

√ √

41. Robinson Daka – Grofin Zambia

Limited

√ √

42. Busiwa N. Kayira -Intermarket

Securities Limited

√ √

43. Joseph S Mazila-Intermarket

Securities

√ √

44. Misento Zibbowah-Intermarket

Securities

√ √

45. Harry Mafuta - Investrust Bank

Plc Limited

√ √

46. Richard Mutukwa -Investrust

Bank Plc Limited

√ √

47. Jito Kayumba - Kukula Capital

Limited

√ √

48. Tue Nyboe Andersen-Kukula

Capital Limited

√ √

49. Aaron Yobe Zulu – Lawrence

Paul Investment Services

Limited

√ √

50. Brian Chintu – Madison Asset

Management Co. Limited

√ √

51. Cecilia Kamba Siabusu-Madison

Asset Management

√ √

52. Claire M Lungwe - Madison

Asset Management Co.

√ √

53. Muchindu Kasongolo-Madison

Asset Management Company

Ltd

√ √

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54. Sipiwe Nkunika - Madison Asset

Management Company Limited

√ √

55. Chenge B. Mwenechanya-

Pangaea Securities Limited

√ √

56.. Derek John Haake- Pangaea

Securities Limited

√ √

57. Ceaser Siwale – Pangaea

Securities Limited

√ √

58. Tidale Mwale-Chisunka -

Pangaea Securities Limited

√ √

59. Wendy Nsamwa NglazeTembo –

Pangaea Securities Limited.

√ √

60. Matete M. Sichizya –

Professional Life Assurance Ltd

√ √

61. Prabhleen Kohli – Professional

Life Assurance Limited

√ √

62. Moses Nkumbu Simbeye –

Stanbic Bank (Z) Ltd

√ √

63. Mwila Pascal Mwenya – Stanbic

Bank (Z) Ltd

√ √

64. Tamara Bbuku – Stanbic Bank

(Z) Limited

√ √

65. Aaron Phiri- Standard Chartered

Bank (Z) Plc

√ √

66. Chimuka Muyovwe- Standard

Chartered Bank (Z) Plc

√ √

67. Davy Nanduba- Standard

Chartered Bank (Z) Plc

√ √

68. Derek Bobo- Standard Chartered

Bank (Z) Plc

√ √

69. Donna Forte-Regis Muleba-

Standard Chartered Bank (Z) Plc

√ √

70.

Florence Mkalipi Nyangu-

Standard Chartered Bank (Z) Plc

√ √

71. John Keyala-Standard Chartered

Bank (Z) Plc

√ √

72. Kabwe Mwaba-Standard

Chartered Bank (Z) Plc

√ √

73. Kalizya W. Zimba-Standard

Chartered Bank (Z) Plc

√ √

74. Mubanga Yvonne Mukuka-

Standard Chartered Bank (Z) Plc

√ √

75. Muchindu Lombe – Standard

Chartered Bank Plc

√ √

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76. Mulolwa Nkata Kamana-

Standard Chartered Bank (Z) Plc

√ √

77. Mwaka Kalengo Mfula-

Standard Chartered Bank (Z) Plc

√ √

78. Mwali Chisala – Standard

Chartered Bank Plc

√ √

79. Nana Mukwiza - Standard

Chartered Bank Plc

√ √

80. Nicholas Chikumo – Standard

Chartered Bank Plc

√ √

81. Peter L Mwanza – Standard

Chartered Bank Plc

√ √

82. Stanley Kaweme Tamele –

Standard Chartered Bank Plc

√ √

83. Tsugai Mabuto – Standard

Chartered Bank Plc

√ √

84. Wiggins Mupango-Standard

Chartered Bank (Z) Plc

√ √

85. Chanda Mutoni –Stockbrokers

Zambia Limited

√ √

86. Jimmy Mwambazi -

Stockbrokers Zambia Limited

√ √

87. Kamungoma Mate -

Stockbrokers Zambia Limited

√ √

88. Austin Hamukonka Chijikwa-

Zambia National Commercial

Bank

√ √

89. Charity Choombe-Zambia

National Commercial Bank

√ √

90. Charles Kamungu-Zambia

National Commercial Bank

√ √

91. Cliff George Sakala-Zambia

National Commercial Bank

√ √

92. Fredrick Mulenga Kaputo-

Zambia National Commercial

Bank

√ √

93. Ignatius Innocent Kashoka-

Zambia National Commercial

Bank

√ √

94. Kunda Catherine Chikumbi-

Zambia National Commercial

Bank

√ √

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95. Lishala Clarence Situmbeko-

Zambia National Commercial

Bank

√ √

96. Virginia Mwalilino-Zambia

National Commercial Bank

√ √

97. Suzyo M. Ng’andu – Zambia

National Commercial Bank

√ √

Investment Adviser’s License

The following corporate entities held this license during the period under review:

Item

Company

2016 2015

Yes

No

Yes

No

1. Allied Securities and Asset

Management Limited

√ √

2. Benefits Consulting

Services Limited

√ √

3. Charles Sichangwe √ √

4. DeVere and Partners

Investment Services (Z)

Limited

√ √

5. Entrust Financial Services

Limited

√ √

6. Imara ECR Asset

Management Limited

√ √

7. Riscura Limited √ √

Investment Adviser’s Representative License

The following persons held this license during the period under review:

Item

Company Name

2016 2015

Yes No Yes No

1. Victor P M Sondala-Allied

Securities and Asset Management

Limited

√ √

2. Collina Beena Hasalama

Halwampa – Benefits Consulting

Services Limited

√ √

3. Kandiye Theresa Liweleya –

Benefits Consulting Services

√ √

4. Gift Kapande - deVere and

Partners International Limited

√ √

5. Julian Visser - deVere and

Partners International Limited

√ √

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6. Kabwe Chishimba Chikolwa-

deVere and Partners International

Limited

√ √

7. Lerato Siame- deVere and

Partners International Limited

√ √

8. Lynda Syamunyangwa- deVere

and Partners International Limited

√ √

9. Maureen Nabulyato – deVere and

Partners International (Z) Limited

√ √

10. Muma Ng’ambi – deVere and

Partners International (Z) Limited

√ √

11. Musenge Kataya – deVere and

Partners International (Z) Limited

√ √

12. Phillip Authur Matias – deVere

and Partners International (Z)

Limited

√ √

13. Stella Nkole Sata – deVere and

Partners International (Z) Limited

√ √

14. Chisala Mulemba – Entrust

Financial Services Limited

√ √

15. David Brown – Entrust Financial

Services Limited

√ √

16. Nathan De Assis – Imara ECR

Asset Management Limited

√ √

17. Charity Siwale – Riscura Zambia

Limited

√ √

18. Cindy Waheeb Taudrous - Riscura

Zambia Limited

√ √

Securities Exchange Licenses

The following exchanges were operational during the period under review:

Item

Company Name

2016 2015

Yes No Yes No

1. Lusaka Stock Exchange Limited √ √

2. Bonds and Derivatives Exchange

of Zambia Limited

√ √

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The SEC Staff, Past and Current Staff

Mr Phillip K. Chitalu Secretary and Chief

Executive

Ms Mutumboi Mundia Director - Market

Supervision and

Development

Mrs Diana Sichone Director – Enforcement

and Legal Services

Mr Bruce Mulenga Market Transactions and

Investments

Mr Mateyo Lungu

Manager – Finance

Appointed on 28th December,

2015

Mr Mayford Chikoya Manager – Finance

Mr Glory Chipoya Manager – Enforcement

and Legal Services

Appointed on 12th October,

2015

Mr Saul Nyalugwe Manager – Administration

Mr Abraham Alutuli Manager –Market

Supervision

Mr Nonde Sichilima Manager – Market

Supervision

Appointed on 18th September,

2015

Mrs Dingase Makumba Manager – Market

Development

Mrs Emily Moseni

Mangwela

Executive Assistant to the

CEO

Left on 27th January, 2016

Mrs Sitali Mugala Surveillance Officer

Ms Racheal M Banda

Human Resource Officer

Appointed on 21st

September, 2015

Ms Priscilla Mwale Personal Assistant to the

CEO

Ms. Leah Kusensela Accounts Assistant

Ms Yvonne Mpumpo Secretary- Market

Transactions and

Investments

Mrs Glendajoelinda C

Ng’andwe

Secretary – Market

Supervision and

Development

Mr Saviour Mooya Driver

Mr Alexander Tondo Office Assistant

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Stock Exchange Details

LuSE Details

Chief Executive Officer: Mr. Brian Tembo

Address (physical): Lusaka Stock Exchange Limited

2nd floor, Mamco House

Plot 316B, Independence Avenue

Address (postal): P.O. Box 34523

Lusaka Main

Lusaka

Telephone: +260 (211) 228391/228537

Facsimile: +260 (211) 225969

E-mail: [email protected]

BaDEX Details

Chief Executive Officer: Mr. Peter Sitamulaho

Address (physical): Bonds and Derivatives Exchange

Bond and Derivatives Exchange Zambia Plc

Plot No 7450, Katopola Road

Rhodespark, Off Great East Road

Address (postal): Post. Net Box 334

Private bag E10

Arcades

Lusaka

Telephone: +260 (211) 220537

Facsimile: +260 (211) 220574

E-mail: [email protected]

Dealers

a) Members of the LuSE

African Alliance Zambia Securities Limited

The Colosseum

Block A, Ground floor

Bwinjimfumu Road

Lusaka

P. O. Box 320308

Tel: +260 (211) 220460

Fax: +260 (211) 841033

Email:[email protected]

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Equity Capital Resources Musheme Road

Lusaka Tel: +260 955 37 84 89

Email: [email protected]

Intermarket Securities limited Ground Floor, Farmers House Central park

P .O. Box 35832, Cairo Road

Lusaka Tel: +260 (211) 227227-8

Fax: +260 (211) 231334

Email: [email protected]

Madison Asset Management Company Ltd

MLife Building, Dar es Salaam Place

Cairo Road

P.O. Box 37013

Lusaka Tel: +260 (211) 233940/16

Fax: +260 (211) 233936

Email: [email protected]

Pangaea Renaissance Securities Ltd 3rd Floor, North Wing

Farmers House, Central Park

P.O. Box 30163, Cairo Road

Lusaka Tel: +260 (211) 220707

Fax: +260 (211) 220925

Email: [email protected]

Stockbrokers Zambia Limited 2nd Floor, Design House

P O Box 38956, Cairo Road

Lusaka Tel: +260 (211) 227303/232456

Fax: +260 (211) 224055

Email: [email protected]

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b) Non–Members of the LuSE

ABC Investment Services Limited

Ground Floor, Pyramid Plaza

Corner Church and Nasser Roads

P.O. Box 39501

Lusaka

Tel: +260 (211) 257980

Fax: +260 (211) 257970-6

E-mail: [email protected]

Website: www.africanbankingcorp.com

African Life Financial Services

Independence Avenue

Mpile Office Park

Lusaka

P. O. Box 51331

Tel: +260 (211) 252265/253772

Fax: +260 (211 253112

E-mail: [email protected]

Aon Zambia Pension Fund Administrators Limited

Acacia Park

Plot 22768

Thabo Mbeki Road, Arcades

Lusaka

P. O. Box 35403

Tel: +260 (211) 367288

E-mail: [email protected]

Barclays Bank Zambia Plc

Elunda Office Park

Plot 4643 / 4644

Addis Ababa round about, Rhodespark

Lusaka

Private Bag E308

Tel: + (260) (211) 366150 / 169

Fax: + (260) (211) 225553

Quoted on 9th March, 2005

Citibank Zambia Limited

Head Office Building

Cha ChaCha Road-South End

Lusaka P. O. Box 30037

Tel: +260 (211) 229025/28

Fax: +260 (211) 226064

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Credit Rating Agency

Suite 5, Third Floor

Farmers House, Central Park

Lusaka P.O. Box 320445

Telephone: +260 0977 365094

Email: [email protected]

Website: www.creditratingagency.net

Focus Financial Services Limited

1st floor, Building 3

Acacia Park

Thabo Mbeki Road

Lusaka

P. O. Box 345536

Tel: +260 (211) 291310-14

Fax: +260 (211) 291311

Website: www.focus.co.zm

Grofin Zambia Limited

Plot 3827 Parliament Road

Olympia

Lusaka

P.O.Box 33758

Tel: +260 211 295875/6

Fax: +260 211 295876

Generic email: [email protected]

Investrust Bank Plc

Investrust House

Plot 4527/8 Freedom Way

Lusaka P O Box 32344

Tel: (0211) 238733-5

E-mail: [email protected]

Kukula Capital Plc Office 101

1st floor Foxdale Court Office Park

Plot 609 Zambezi Road,

Roma,

Lusaka

Tel: +260 211 295792

Email: [email protected]

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Lawrence Paul Investment Services Limited

5th Floor, Design House

Dar es Salaam Place (off Cairo Road)

P O Box 35008

Lusaka

Tel: (0211) 220302/3

Fax: (0211) 220454

E-mail: [email protected]

Website: www.laurencepaul.com

Professional Life Assurance Limited

Professional Life Assurance

Finsbury Park

Kabwe Round About

Lusaka

Stanbic Bank Zambia Limited

Stanbic House

Head Office

Plot 2375, Addis Ababa Drive

Lusaka

P. O. Box 31955

Tel: +260 (211) 370000 - 18

Fax: +260 (211 258439

Standard Chartered Bank Zambia Plc

Standard Chartered House

Cairo Road-South End

P O Box 31934

Lusaka Tel: (0211) 229242/229260/229772

Fax: (0211) 222092/225337

E-mail: [email protected]

Website: www.standardchartered.com/zm

Zambia National Commercial Bank Plc

Head Office Building

Cairo Road-South End

P O Box 33611

Lusaka

Tel: + 260 (211) 228979/ 221355/ 221380/ 221404

Fax: + 260 (211) 223084

E-mail: [email protected]

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Investment Advisors

Benefits Consulting Services Limited

Mpile Office Park

74 Independence Avenue

Lusaka

P. O. Box 31986

Tel: +260 (211) 254517/252265/250190

Fax: +260 (211) 251926

E-mail: [email protected]

Website: www.bencon.co.zm

Charles Sichangwe

Wits Limited

4th Floor, Godfrey House,

Kabelenga Road

Lusaka

Tel: +260 (211) 226441/5

Fax: +260 (211) 227116

Email: [email protected]

deVere and Partners Investment Services Zambia Limited

Plot 3827 Parliament Road

Olympia

Lusaka

Tel: +260 211 295999

Fax: 260 211 257114

Email: [email protected]

Website: www.devere-group.com

Entrust Financial Services Limited Alstone Cottage

Plot 377a/6a

Bishops Road, Kabulonga

Lusaka P. O. Box 31252

Tel: +260 (211) 260260/260800

Fax: +260 (211) 266399

Email: [email protected]

Website: www.holbornservices.com

Imara ECR Asset Management Limited

12 Mushemi Road off Lubu Road

Rhodespark

Lusaka

P. O. Box 37184

Tel: +260 (211) 840313

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77

Email: [email protected]

Website: www.imara.com

Profin Limited

17 Matandani Road

Rhodespark

Lusaka

P.O.Box 31425

Tel: +260 (211) 257913

Fax: +260 (211) 254360

Email: [email protected]: theprofingroup.com

Riscura Zambia Limited Figtree house Plot No. 1

Warthog Road, Kabulonga

Lusaka

P.O.Box 320181, LusakaTel: +260 (211) 262 773

Fax: +260 (211) 262 773Email: [email protected]

Website:www.risura.com

Listed Companies

African Explosives Limited (AEL) Zambia Plc

Plot 1168/M

Kitwe-Mufulira Road

P.O. Box 40092

Mufulira Tel: +260 (966) 990945-9

Fax: +260 (212) 412749

Website: www.ael.co.za

Listed on 23rdOctober, 2006

Airtel (formerly Celtel) Zambia Plc

Stand 2375

Addis Ababa drive

Lusaka Tel: +260 (977) 915000

Website: www.Africa.airtel.com/zambia

Listed on 11th June, 2008

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78

Bata Shoe Company Plc

Stand 6437, Mukwa Road

Heavy Industrial Area

Lusaka

P.O. Box 30479

Tel: +260 (211) 244397/242328

Fax: +260 (211) 244254

E-mail: [email protected]

Website: www.bata.co.zm

Listed on 31st March, 2009

British American Tobacco (BAT) Zambia Plc Plot 20992, Kafue Road

Lusaka

P.O. Box 30162

Tel: +260 (211) 272264/272287

Fax: +260 (211) 272271

E-mail: [email protected]

Website: www.bat.com

Listed on 15th December, 1996

Cavmont Capital Holdings Zambia Plc Unit C, Counting House Square (behind Arcades Shopping Centre)

Thabo Mbeki Road

P O Box 32322

Lusaka

Tel: (0211) 257772/256055/256064

Fax: (0211) 256074

E-mail: [email protected]

Website: www.cavmont.com.zm

Listed on 13th September, 2006

Copperbelt Energy Corporation Plc 23rd Avenue, Nkana East

Kitwe

P.O. Box 20819

Tel: +260 (212) 244000/244281

Fax: +260 (212) 223445/244040

E-mail: [email protected]

Website: www.copperbeltenergy.com

Listed on 21st January, 2008

Investrust Bank Plc

(as indicated above under section titled “Dealers”)

Listed on 21st June, 2007

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79

Lafarge Cement Plc Farm No. 1880

Kafue Road

Chilanga

P.O. Box 30162

Tel: +260 (211) 367400/600

Fax: +260 (211) 278134

E-mail: [email protected]

Website: www.lafarge.com

Listed on 22nd May, 1995

Madison Financial Services Plc

Plot 316 Independence Avenue

P.O.Box 37013

Lusaka

Tel:378700-5

Email: [email protected]

Website:www.madisonshares.com

Listed on 1st September 2014

Metal Fabricators of Zambia (ZAMEFA) Plc

Plot 1400 Cha ChaCha Road

Luanshya

P.O. Box 90295

Tel: +260 (212) 510599

Fax: +260 (212) 229003/4

Website: www.pdic.com

Listed on 9th September, 2004

National Breweries Plc

Plot 1609, ShekiSheki Road

Lusaka

P.O. Box 35135

Tel: +260 (211) 246553

Fax: +260 (211) 246326

Website: www.sabmiller.com

Listed on 16th March, 1998

Pamodzi Hotels Plc

Pamodzi Hotel Complex

Plot 463, Church Road

P.O. Box 35450

Lusaka

Tel: +260 (211) 254455/250995

Fax: +260 (211) 254005

E–mail: [email protected]

Website: www.tajhotels.com

Listed on December 21st, 2001

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80

Prima Reinsurance Plc

Plot 187C Namamboli Road

Fairview

Lusaka

Postnet box 658

P/Bab E891

Tel: +260 (211) 221159

Email: [email protected]

Website: www.prima-re.com

Listed on 21st December, 2004

Puma Energy Plc

(formerly BP Zambia) Airtel House

Stand No. 2375, Addis Ababa Drive

Lusaka

P.O. Box 31999

Tel: +260 (211) 376100

Fax: +260 (211) 376149

E–mail: [email protected]

Website:www.pumaenergy.com

Listed on 18thJuly, 2002

Real Estate Investments Zambia Plc

(formerly Farmers House)

Farmers House, Central Park

Cairo Road

Lusaka

P.O. Box 30012

Tel: +260 (211) 227684-89

Fax: +260 (211) 222906

E-mail: [email protected]

Website: www.reiz.co.zm

Listed on 27th September, 1997

Shoprite Holdings Plc

Plot 19255 Cnr, Great East and Manchinchi Roads

Manda Hill Centre

Tel: +260 (211) 251155

Website: www.shopriteholdings.co.za

Listed on 19th February, 2003

Standard Chartered Bank Zambia Plc (as indicated above under section titled “Dealers”)

Listed on 30th November, 1998

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81

Zambeef Products Plc

Plot 4970 Manda Road

Industrial Area

Lusaka

P/Bag 17, Woodlands

Tel: +260 (211) 369000

Fax: +260 (211) 369050

E-mail: [email protected]

Website: www.zambeefplc.com

Listed on 5th April 2005

Zambian Breweries Plc

Mungwi Road

Heavy Industrial Area

Lusaka

P.O. Box 30237

Tel: +260 (211) 246555

Fax: +260 (211) 242124

E-mail: [email protected]

Website: www.sabmiller.com

Listed on 9th June, 1997

Zambia National Commercial Bank Plc

(as indicated above under section titled “Dealers”)

Listed on 27thNovember, 2008

Zambia Sugar Plc

Nakambala Sugar Estate

Livingstone Road

P O Box 670240

Mazabuka

Tel: +260 (213) 231103/231106

Fax: +260(213) 230385

E-mail: [email protected]

Website : www.illovosugar.co.za

Listed on 28th August, 1996

ZCCM Investment Holdings Plc 1st Floor, Mukuba Pension House

Plot 5309, Dedan Kimathi Road

Lusaka

P O Box 30048

Tel: +260 (211) 220654/221023

Fax: +260 (211) 220449/221057

E-mail: [email protected]

Website: www.zccm-ih.com.zm

Listed on 24th January, 1996

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82

Quoted Companies

Barclays Bank Zambia Plc

Head office (as indicated above under section titled “Dealers” Quoted on 9th March, 2005

Chambishi Metals Plc Sub–division L and M of Lot No. 10/M

Kitwe–Chingola Road

Chambishi

P.O. Box 21151 (Kitwe)

Tel: +260 (212) 744006/7

Fax: +260 (212) 744035

E-mail: [email protected]

Quoted on 25th January, 2000

Chibuluma Mines Plc Off South Downs Airport Road

Lufwanyama

P.O. Box 260499

Tel: +260 (212) 749 – 333/777/110

Fax: +260 (212) 749799/749299

Email: [email protected].

Website:www.metorexgroup.com

Quoted on 22nd December, 1999

Finance Bank Zambia Plc

Finance House, Cairo Road

P.O.Box37102, Lusaka, Zambia

Tel: +260 (211) 229733-42

Fax: +260 (211) 227544

Website:www.financebank.co.zm

Quoted on 13th January 2015

Kansanshi Mining Plc

Mine Site

Solwezi

P.O. Box 110835

Tel: +260 (212) 658000

Fax: +260 (212) 658300

Email: [email protected]

Website: www.first-quantum.com/our-business/operating-mines/kansanshi

Quoted on 29th June,1999 (as Cyprus Amax Kansanshi Plc)

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83

Konkola Copper Mines Plc

Stand M/1408

Fern Avenue

Chingola

P/Bag KCM (c) 2000

Tel: +260 (211) 350604

Email: [email protected]

Website: www.kcm.co.zm

Mopani Copper Mines Plc

Corporate Office

Central Street Nkhana West

Kitwe

P.O. Box 22000

Tel: +260 (212) 247012/247847

Fax: +260 (212) 247445

Email: [email protected]

Website: www.mopani-copper-mines

Professional Life Plc

Finsbury park, Cairo road

Northend

Lusaka

P.O.Box 31357

Tel:+260 (211) 222223/4

Email:[email protected]

Website: www.picz.co.zm

Quoted on 9th December 2014

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84

Companies with Listed Debt Securities

Bayport Financial Services

Plot 68

Independence Avenue

Lusaka

P.O. Box 33819

Tel: +260 (211) 257243

Fax:+260 (211) 257432

Debt securities listed on 24th April 2014

Focus Financial Services Limited

(as indicated above under section titled “Listed Companies”)

Debt securities listed on 24th April 2014

Investrust Bank Plc

(as indicated above under section titled “Dealers”)

Debt securities listed on 30th November 2009

Izwe Loans Zambia Limited

Plot No. 471 Shop 3A

Cairo Road

Lusaka

P. O .Box 35087

Tel: +260 (211) 235273

Debt securities listed on 15th July 2013 and 1st August 2013

Real Estate Investments Zambia Plc

(as indicated above under section titled “Listed Companies”)

Debt securities listed on 12th November 2010


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