s e€¦ · 2011/2012 annual report 03 the current sec management. s ec s e overview on 20th...

63
E S Securities and Exchange Commission 2011 / 2012 Annual Report E S Annual Report Securities and Exchange Commission Plot 3827 Parliament Road Olympia, Lusaka ZAMBIA P O Box 35165 Lusaka ZAMBIA Telephone: (0211) 227012/226386/222369/222368 Fax: (0211) 225443 E–mail: [email protected] Website: www.sec.gov.zm

Upload: others

Post on 20-May-2020

1 views

Category:

Documents


0 download

TRANSCRIPT

ESSecurities and

ExchangeCommission

2011 / 2012Annual Report

ESAnnual Report

Securities andExchange CommissionPlot 3827 Parliament RoadOlympia, LusakaZAMBIA

P O Box 35165 Lusaka ZAMBIA

Telephone: (0211)227012/226386/222369/222368Fax: (0211) 225443E–mail: [email protected]: www.sec.gov.zm

ES

TABLE OF CONTENTS

THE SEC COMMISSIONERS------------------------2

THE SEC MANAGEMENT ---------------------------3

CHAIRMAN’S REVIEW -------------------------------4

CHIEF EXECUTIVE’S STATEMENT -----------------6

LICENSING ACTIVITIESDealer’s Licence-----------------------------19Investment Advisor’s Licence --------------20Dealer’s Representative Licence-----------21Investment Advisor’sRepresentative Licence---------------------23Collective Investment Schemes -----------24Securities and Exchange Commission----24

TRAINING FOR MARKET PLAYERS ANDWORKSHOPSThe CISNA Meeting

-------------------------------

25Multinational and Regional Conferences

and Summits attended by Commission Staff ---------------------------25

FINANCIAL STATEMENTS--------------------------26

APPENDICESSEC Commissioners

-------------------------------

48SEC Staff

-------------------------------

48SEC Committee Members--------------------------49SEC Organisation Chart ----------------------------50LuSE Details

-------------------------------

50Dealers

-------------------------------

52Investment Advisors

-------------------------------

55Listed Companies

-------------------------------

57Quoted Companies

-------------------------------

61Companies with Listed Debt Securities -----------62Companies with Quoted Debt Securities ---------62

MISSION STATEMENT

of the

Securities and Exchange Commission Zambia:

To have Zambian Capital Markets that promotea safe and secure environment for Issuers toraise Capital while protecting investors andproviding for transparent and secure trading,clearing and settlement.

SECURITIES AND EXCHANGECOMMISSION

Secretary and Chief Executive:Plot 3827 Parliament RoadTelephone: (0211) 226911 (direct)Olympia

P O Box 35165 Lusaka ZAMBIA

Telephone: (0211)227012/226386/222369/222368Fax: (0211) 225443E–mail: [email protected] Website: www.seczambia.org

ANNUAL REPORT2011/2012

01

CES

ES ES ES

GeorgeMubipe

Commissioners

Joe H. Simachela Ben Zulu

Peter Banda Gloria Munkombwe

Amos SiwilaVice-Chairman

George MubipeChairman

Amos SiwilaVice-Chairman

02

THE CURRENT SEC COMMISSIONERS

Dr E.D. Wala ChabalaSecretary & Chief Executive Officer

Major Constatine HaraActing Director of Licensing and Enforcement

Queen ShachileManager – Corporate Services

Mayford ChikoyaActing Senior Manager, Finance & Administration

Collins ChombaActing Director – Market Supervision

Philip ChitaluDirector – Transaction & Investment Office

2011/2012 ANNUAL REPORT

03

THE CURRENT SEC MANAGEMENT

CES

ES ES ES

OVERVIEW

On 20th September 2011, Zambia held its fifth democratic tripartite electionsto elect the President, Members of Parliament and local government councilors.This saw the emergence of a new government, one that has given significantsupport to the revitalization of the Capital Markets in Zambia so as to ensurethe Capital Markets play a pivotal role in the economic development of the nation.The B+ credit rating that Zambia received in March 2011 is a reflection of sustainedimprovements in Zambia’s economic performance since 2003, driven by improvedmacroeconomic stability, economic liberalization, rising private investment and

production in the mining sector and more recently a strong agricultural performance.With substantial debt reduction through the Highly Indebted Poor Country (HIPC) and Multilateral DebtRelief Initiative (MDRI), an annual average economic growth rate of 6.1% in the last five years and a stablepolitical and economic environment, Zambia’s credit worthiness has improved tremendously.

However, with all the positive aspects, the Zambian Capital Markets continue to remain behind other capitalmarkets within the Southern African Development Community (SADC) and Common Market for Easternand Southern Africa (COMESA) region.

To that effect, the theme for this annual report for the period 1st April 2011 to 31st March 2012 could aptlybe coined as “Challenges Today, Opportunities Tomorrow”. It implies recognition of challenges that haveemerged such as the ones highlighted above, but equally stressing the need for an assessment of thechallenges, and our responses to them as the Commission heads into the new fiscal year. In essence, thetheme is about the challenge to turn adversities into opportunities, especially at a time when the immediaterecent past in terms of international geopolitical and economic events impacted the global markets adversely.

CAPITAL MARKETS PERFORMANCE

I must say that, despite challenging global market conditions, the stock market capitalization was on arebound in the year under review. The market capitalization as at 31st March 2012 totaled ZMK46,438,742,000compared to ZMK35,601,437,000 as at 31st March 2011, a thirty percent increase.

The year 2012 was in retrospect an excellent year to Zambian bond markets – lifted by sovereign rating ofZambia and improved domestic fundamentals.

Notwithstanding, year 2012 certainly posed its own of challenges, both domestic and foreign, some on ascale unprecedented in corporate history. It was only expected that these developments would dampeneconomic growth. In the capital markets, while we were pleased by the market being able to perform itsprimary function of being a source of capital for entrepreneurs, the stock market liquidity remained subdued. The series of actions embarked upon by the Commission during the year under review were aimed atfurther strengthening of edifices on which the Capital Markets are built while seeking to improve its capacityfor competition and innovation, so as to render it more attractive to investors.

THE COMMISSION

In broad terms, the aims of the Commission’s strategy were to ensure the capital markets, as a source offinancing for business expansion were better able to meet the needs of Zambia’s growing economy. This

ES

GeorgeMubipe

Chairman

04

CHAIRMAN’S REVIEW

required a regulatory framework capable of addressing the changing demands placed on it. The Commissionstrived to strike a balance between the need for strong and effective regulation of the Capital Markets withthe need to facilitate the development of greater competition and innovation.

In terms of its regulatory objectives, the Commission’s long-term goal was to have no more regulation thannecessary to achieve the public policy objectives of safety and soundness, competition and protection ofconsumer interests. What this meant in practical terms, is that the Commission was gradually adopting amore risk-based regulatory approach characterized by enhanced supervision, more effective enforcementand the use of appropriate incentives to promote a high level of regulatory compliance, all within the contextof broader financial markets.

The Commission also recognized the importance of active and direct engagement with major participantsin an effort to strengthen confidence in Zambia’s capital markets. Efforts made by the Commission includedenabling major participants in the Capital Markets to get a direct feel and appreciation of the situation “onthe ground”, as well as of the strong initiatives that the Commission had been pursuing.

OUTLOOK

The Commission, while responsive to its current environment, always kept the long-term view in mind. Itis in this line that the Commission developed a new strategic plan in the last quarter of 2011/2012. The newstrategic plan is aimed at revitalizing the Capital Markets in Zambia with the goal of making the rightfulcontribution to the development of Zambia, as well as enabling the reap economic benefits from developedcapital markets, seeing that Zambia is placed strategically in the current economic environment to do that.The Commission will adopt a pragmatic stance in the implementation of the Strategic Plan. I am confidentthe Commission in 2012/2013 will have enhanced capabilities to perform its duties and obligations toregulate and develop the capital markets, effectively and efficiently, including the delivery of the objectivesset out in the Strategic Plan.

CONCLUSION

In concluding, I would like to extend my thanks to the Members of the Commission for their continuedservice over the period under review. It would not have been possible for the Commission to achieve whatit had without their input.

Finally, I must record my heartfelt appreciation to the staff of the Commission who remained devoted totheir work, during the period under review, especially in the face of significant organizational changesnecessitated by the new strategic focus. While change may be uncomfortable and in some cases difficult,the staff of the Commission have been exemplary in rising to the new challenges. I thank them for theirprofessionalism, dedication and support.

George MubipeCHAIRMAN

2011/2012 ANNUAL REPORT

05

CHAIRMAN’S REVIEW (continued)

CES

ES ES ES

PERFORMANCE OF THE CAPITAL MARKETS

The financial year under review yielded a 15% increase in the Lusaka StockExchange (LuSE) All Share Index (ASI), compared to the preceding period thatended. The ASI increased from 3,404 as at 31/03/2011 to 3,926 as at 31/03/2012.Even though the LuSE ASI recorded a positive increase in general, this is attributedto increase in a few share prices. The share price of ZCCM-HI was the majordriver of LuSE ASI.

Similar markets such as Malawi Stock Exchange and Nairobi Stock Exchangewere used as comparisons exchanges. The Malawi Stock Exchange closed the year 2012 with the MalawiAll Share Index registering a positive increase of 12.03% as compared to 8.41% in 2011.The Nairobi StockExchange on the other hand declined by 5% in 2012.

Dr E D WalaChabala

Secretary &CEO

Market Cap K Million

In Kwacha terms, the market capitalization of LuSE decreased by 5% to K46.4 trillion as at 31/03/2012 fromK48.9 trillion as at 31/03/2011. The decline is attributed to general price decrease in share prices.

Market Cap USD

In USD terms, the market capitalization of LuSE declined by 8% to U$ 8.6 billion as at 31/03/2012 from U$9.4 billion as at 31/03/2011. The decline is attributed to the effects of the depreciation of the Kwacha betweenthe period 31/03/2012 and 31/03/2011, in addition to the decrease in share prices. The closing exchangerates were K5,365 and K5,200 respectively.

Source: Lusaka Stock Exchange Limited

  31/3/2012 31/3/2011 percentagechange

LuSE All Share Index 3,926 3,404 15% 5

Market Cap K Million 46,438 48,929 5% 6

Market Cap USD Million 8,656 9,409 8% 6

Trading Turnover (Equities) K Million 856,413 775,330 10% 5

Volume of Shares Traded in millions 1,032 1,148 10% 6

Number of Trades 6,662 7,117 6% 6

Number of Listed Companies 21 21 -

Number of Quoted Companies 9 9 -

Market Capitalization/GDP Ratio (%) 60 64 6% 6

Trading Turnover (Debt Securities) K Million 1,245,721 1,172,505 6% 5

Number of Trades (Debt Securities) 95 143 35% 6

Number of Listed Debt Security Instruments 4 4 -

Number of Quoted Debt Security Instruments - - -

Number of Collective Investment Schemes 5 5 -

06

CHIEF EXECUTVE’S STATEMENT

In comparison, the Nairobi Stock Exchange market capitalization closed at U$ 15 billion with 60 listedcompanies, while Malawi Stock Exchange closed the year with a market capitalization of U$ 1 billion with14 listed companies.

Trading turnover

The market turnover grew slightly by 10% from K775 billion to K856 billion. Turnover from BP Zambia,Zambeef and Arcades Development accounted for a significant contribution in the increase in turnover.

Volume of Trades in millions/Number of trades

A total of 1,032,000,000 shares were transacted in 6,662 trades as at 31/03/2012.The volumes were 10%lower than as at 31/03/2011 when 1,148,000,000 shares were transacted in 7,117 trades. This was purelydue to low activity in the market.

In comparison, the Nairobi Stock Exchange closed 2012 with 5,464,228,241 shares transacted in 349,399trades. This recorded a 5% decline in terms of volumes of shares in 2012 compared to 2011. The Malawistock exchange had a total of 667,221,045 shares transacted in 1,041 trades. This recorded a 58% declinein terms of volumes of shares in 2012 contrasted to 2011.

Listed and quoted companies

There was no increase in the number of listed and quoted companies. Illiquidity on LuSE has been partlyattributed to the few listed companies.

Market Capitalization/GDP Ratio (%)

The Market Capitalization /GDP Ratio decreased by 6% from 64 as at 31/03/2011 to 60 as at 31/03/2012.The Market Capitalization /GDP ratio declined due to the fall in value of the Market Capitalization. The NairobiStock Exchange Market Capitalization/GDP ratio increased by 0.02% from 34.48 in 2011 to 34.50 in 2012.

Trading Turnover (Debt Securities) K Million

There was an increase in turnover of bonds by 6% despite a drop in the number of trades by 35%.The dropin the number of trades is attributed to low activity.

In comparison to the Namibia Stock Exchange, there was an increase of 3% in turnover in 2012 with 29listed debt securities, 10 Government of Namibia bonds, 8 state owned enterprises and 11 corporate bonds.

Despite the slight reduction in numbers, the Zambian Capital Market’s performance has outdone the manyfluctuations in the current global economy at a decent pace. In late 2012, a number of listed companiesfurther registered over a trillion shares such as ZANACO, Investrust Bank and Standard Chartered Bank,and Rights Offer by Zambian Breweries PLC and Zambeef.

LEGAL AND REGULATORY REFORMS

The Securities Amendment Bill has been submitted to the Ministry of Finance through the FSDP. However,

2011/2012 ANNUAL REPORT

07

CHIEF EXECUTIVE’S STATEMENT (continued)

CES

ES ES ES

enactment into law will await harmonization of all financial sector laws with the Companies’ Amendment Billand Insolvency Bill. We anticipate that the enactment of the Bill maybe done in the June 2013 Parliamentarysession.

The Commodities Bill has also been submitted to the Ministry of Finance for approval, but this is yet to begranted.

The Statutory Instruments for new fee structure and regulation of CSD have been submitted for final scrutinyto the Ministry of Justice before final sign off by the Commissioners.

SUBMISSION TO THE ECONOMIC AFFAIRS COMMITTEE OF THE NATIONAL ASSEMBLY

The Securities and Exchange Commission made an unsolicited submission to the Parliamentary SessionalCommittee on Economic Affairs of the First Session of the Eleventh National Assembly on the subject of theCitizen’s Participation in Economic Development.

The Submission was made in response to press advertisements by the National Assembly seeking for suchsubmissions from any interested organisations. The Commission, without a doubt is an institution concernedwith the Citizen’s participation in the Economic Development through the mandate to promote Capital Marketsand believes there are few better avenues for Zambian citizens to participate in Economic Development thanthe Capital Markets.

FINANCIAL PERFORMANCE

The review period ending March 31st, 2012 recorded operating surplus of K606 million with a combinedincome of K 6,761 million against operating costs of K6,155 million. Compared to the previous period, therewas a 72.23% decrease in the operating surplus (from K2,182 million) and an increase in income of 17%(from K5,853 million).

The Commission’s Accumulated Fund position at the end of the period, stood at K1,417 million in contrastto that of K811.1 million in the previous period. The surplus and positive net assets position continues toincrease over a trend of nine years.

NET ASSETS

3000

2000

1000

0

-1000

-2000

-3000

-4000

Fund

in K

’Mill

ion

2004 2005 2006 2007 2008 2009 2010 2011 2012

Years

08

CHIEF EXECUTIVE’S STATEMENT (continued)

During the year ended 31st March 2012, GRZ grant(s) accounted for 39% of the Commission’s Income while61% was income sourced from the Commission’s own operations. The previous Financial Year had 36% ofCommission’s income from GRZ grants while 64% was sourced from the Commission’s operations.The Commission earned 32% of its income from LuSE trade commissions, compared to 45% in the precedingperiod. The decrease is as a result of a reduction in the number of trading volumes and activity on theExchange.However, it is worth noting that the high percentage of trade commission in the previous year was mainlydue to one-off transactions which included acquisitions in British Petroleum (BP) now called Puma Energy,Celtel and a large trade in the shares of Konkola Copper Mines (KCM) Plc.

EXPENDITURE

The Commission, during the review period spent K3,419 million on staff costs compared to K 2,928 millionin the previous financial year. However, the Commission is under the process of improving income andreducing expenditure for self-sustenance. The Commission continued to focus on public awareness byfinancing programs and projects that may eventually, develop the local Capital Market and also, improveinvestor protection.We show below a depiction of the trend in the last three financial years:

INCOME EARNED

GRZ Grant

LuSE Trade Commissions

Other Fees and Revenues

Registration Fees

Issuers Fees

Licensing Fees

Investment Income

9%

11%

32%

39%

2011/2012 ANNUAL REPORT

09

CHIEF EXECUTIVE’S STATEMENT (continued)

CES

ES ES ES

CAPITAL EXPENDITURE

During the period, capital expenditure was as follows:

Type 2012 2011K’ Million K’ Million

Motor Vehicles 334 -Office Equipment - 1Computer Hardware 74 -Office Furniture 63 13Total 471 14

Two vehicles were purchased by the Commission during the period under review, for a newly employedDirector and a promoted Assistant Director respectively. Expenses on office furniture were mainly due tothe relocation from Cairo road to Rhodes Park. Although Computer purchases were for the new employees,replacements of existing computers were made as well.

2011

2010

2012

Em

ploy

men

t B

enef

it

Adm

im C

osts

Pub

licity

& E

duca

tion

Ren

t

Wor

ksho

ps &

Sem

inar

s

Dep

reci

atio

n

Fuel

& L

ubs

Boa

rd &

Com

mitt

ee

Exp

ense

s

Insu

ranc

e

Sub

scri

ptio

n &

Pub

licat

ions

Mot

or V

ehic

le

Exp

ense

s

3,500

3,000

2,500

2,000

1,500

1,000

500

EXPENDITURE

10

CHIEF EXECUTIVE’S STATEMENT (continued)

INSPECTIONS AND ENFORCEMENT ACTIONS FOR THE YEAR ENDED 31ST MARCH 2012

Inspections

The Securities and Exchange Commission carried out annual inspections for the year ended 31st March2012. The following dealers were inspected:

1 . Stockbrokers Zambia Limited2 . Pangaea Renaissance Capital Securities Limited3 . Intermarket Securities Limited4 . Intermarket Unit Trust5 . Madison Asset Management Company6 . Madison Unit Trust Fund7 . Equity Capital Resources Plc8 . Equity Capital Resources Unit Trust Fund9 . Laurence Paul Unit Trust Fund10 . African Banking Corporation11 . African Alliance Securities Zambia Limited12 . JM Busha Unit Trust Fund, 13 . Lusaka Stock Exchange14 . Standard Chartered Bank Custodial Services15 . African Life Financial Services16 . Entrust Financial Services17 . DeVere and Partners18 . Zambia Capital Partners19 . Agricultural Advisors International20 . Profin Group

License area 31/3/2012 31/3/2011 percentagechange

Dealer’s Licence 16 15 7% 5Investment Advisors Licence 7 5 40% 5Dealer’s Representative Licence 31 21 48% 5InvestmentAdvisors Representative Licence 6 10 40% 6Collective Investment Schemes 8 7 14% 5

OPERATIONAL ACTIVITIES

Licensing and Enforcement

During the Financial Year ended March 31st 2012 the Commission licensed various entities and the breakdownin the number of licenses granted in different categories is shown below:

2011/2012 ANNUAL REPORT

11

CHIEF EXECUTIVE’S STATEMENT (continued)

CES

ES ES ES

General findings

From the inspections conducted, it was noted that most of the dealers were able to meet the capital adequacyrequirements with the exception of two.

COLLECTIVE INVESTMENT SCHEMES

The Commission is glad to report that the following Unit Trust Funds had their Annual General Meetings inthe year 2011.

1 . Equity Capital Resources Unit Trust Fund (It was rescheduled to 2012 after the quorum was notformed).2 . African Banking Corporation Unit Trust Fund3 . Madison Unit Trust Fund4 . Laurence Paul Unit Trust Fund.

Two Collective Investment Schemes (CIS) did not have the Annual General Meetings (AGM) for the yearunder consideration.

It was noted from the inspections that most of the CISs are offering a return above the 90 days TreasuryBills rate. Secondly, the CISs have been submitting the unit holders register on a quarterly basis.

Equity Capital Resources (ECR) had been appointed as the manager for Fidelity Life Assurance ZambiaLimited which closed its operations in 2010. ECR is working very hard to reconstruct the unit holders registerfor the investors in Fidelity Life. The SEC has been closely monitoring Fidelity Life Assurance Zambia Limitedsince 2008.

The Commission is glad to report that it has managed to enforce the CIS Rules which state that the assetsof the fund should be with the Custodians.

INVESTMENT ADVISERS

All the Investment Advisers are operating in accordance with the regulations and none of them is handlingclients’ funds. There was only one Investment Adviser who had submitted unaudited accounts because theyhad engaged accountants to prepare the accounts instead of auditors to audit their books.

THE LUSAKA STOCK EXCHANGE

At the Stock Exchange, there were two issues which are as follows:

I Settlement Guarantee FundIt was noted that the Settlement Guarantee Fund was K45 million as at 31st December 2011. Howeverthe total value of settlements during this particular month was K11.6 billion. It was noted that the K45million guarantee fund is too small when compared to the K11.6 million net settlement obligationsfrom the different brokers. The risk of settlement failure is high when the settlement guarantee fundis as small as in this case.

II Inspection of LuSE Broker members

12

CHIEF EXECUTIVE’S STATEMENT (continued)

The Lusaka Stock Exchange is supposed to be inspecting its broker members as a Self-RegulatoryOrganization (SRO). It was noted that in 2011 no inspections were conducted by the LuSE.

ENFORCEMENT ACTIONS

Following the completion of inspection for the year ended 31st December 2011, warning letters were issuedto all errant institutions. For one broker firm, the warning letter was to remind them to stop holding on to theclients funds for a long time either before purchasing the shares or after selling the shares as it had beennoted that the broker had not purchased shares for some deposits of more than one year.

For one Collective Investment Scheme, the warning letter was over the failure to meet the capital adequacyrequirements as at 31st December 2011 and 31st March 2012.

For another Collective Investment Scheme, the warning letter was over failure by Unit Trusts Manager tohold an Annual General Meeting for the unit holders since inception.

We wish to report that these market players have since regularized their positions.

MARKET TRANSACTIONS

The Commission during the period 1st April 2011 to 31st March 2012 received and approved 15 applicationsfor various transactions including registration of securities, mergers and takeover transactions, waivers fromcertain Securities Act obligations as enshrined in the Act, and other miscellaneous market activities.The total values of approved transactions was K569 million while the value of transactions at the LusakaStock Exchange was K1,713 million, which together made the total transaction value of K2,282 million forthe market or about 2% of GDP.

These are broken down into various categories below as follows:

2011 – K’Millions

2012 – K’Millions

2,500,000

2,000,000

1,500,000

1,000,000

500,000

LuSE Tr

ading

Act

ivity

Mer

gers

/acq

uisitio

ns

Share

regis

tratio

n

Bonds

2011/2012 ANNUAL REPORT

13

CHIEF EXECUTIVE’S STATEMENT (continued)

CES

ES ES ES

DATE COMPANY TYPE AND APPROVAL PURPOSENUMBER OF GRANTED OF MEETINGSECURITIES/OR ONTRANSACTION

4th May 2011 Zambeef Products 4th June 2011 Approval of variation of

Plc. the amended Articles of Association of Zambeef Products Plc.

26th May 2011 Zambeef Products 88,170,025 28th June 2011 Approval of rights offerPlc. ordinary shares documents in Zambeef

Products Plc.

9th June 2011 Investrust Bank Plc. 1,976,000,000 30th July 2011 Approval of renounceableordinary shares rights offer of ordinary

shares of K1.00 each par value at a K 16.00 per share subscription.

9th June 2011 Investrust Bank Plc. 2,036,000,000 30th July 2011 Approval of additionalordinary shares authorized ordinary shares

of ZMK 1.00 each.

10th June 2011 First Quantum 40,000,000 31st July 2011 Approval to registerMinerals depository receipts securities. (Zambia

depository receipts)

13th Oct. 2011 China Non-Ferrous Takeover/merger 28th Oct. 2011 1. Authorization ofMetal Mining (Group) takeover/merger and,Co Limited 2. Grant of waiver for a

mandatory offer by (CNMC) to eligible shareholders in Luashya Copper Mines (LCM)

13th Oct. 2011 China Non-Ferrous Takeover/merger 28th Oct. 2011 1. Takeover/mergerMetal Mining (Group) authorization (CNMC) andCo Limited subsidiaries in NFC Africa

Mining Plc.2. Grant of waiver for a mandatory offer by (CNMC) to eligible shareholders in NFC

4th Nov. 2011 Zambian Breweries 182,000,000 27th Nov. 2011 1. Approval ofPlc. ordinary shares renounceable rights offer

2. Approval of two applications by Zambian Breweries Plc. of:a) Employee Share Options plan (ESOP)b) Employee Share AwardPlan(ESAP)

14

CHIEF EXECUTIVE’S STATEMENT (continued)

DATE COMPANY TYPE AND APPROVAL PURPOSENUMBER OF GRANTED OF MEETINGSECURITIES/OR ONTRANSACTION

17th Nov. 2011 Farmers House US$ 25 Million 30th Nov. 2011 1. Takeover/merger byPlc. Farmers House Plc.Arcades of ArcadesDevelopments Plc. Development Plc.

2. Examination and authorization for release ofoffer documents

17th Nov. 2011 Jinchuan __ 30th Nov. 2011 Application of grant of waiver for mandatory offerrequirement to eligible shareholders in ChibulumaMines Plc.

The chart below depicts typical share of transaction costs for a capital raising exercise:

Typical Merger Transaction Fees

SEC10%

CCPC11%

LegalAdvisor

15%

FinancialAdvisor

53%

Fair and ReasonableAdvisor

11%

2011/2012 ANNUAL REPORT

15

CHIEF EXECUTIVE’S STATEMENT (continued)

CES

ES ES ES

Comparative Cost of Raising Finance on the Capital Markets

The Commission continues to ensure the development of the Capital Markets is enhanced by keeping thecapital raising costs at a minimum. However, as fees for other professional services are not regulated, theCommission only ensures that its fees relative to the region and other market players are kept low in orderto encourage access to the capital markets.

INVESTOR PROTECTION

The legal framework of investor protection which is Zambia Development Act, assures investors that propertyrights shall be protected. No instrument of any description can be expropriated unless Parliament has passedan Act relating to the acquisition of that property. In case of expropriation, full compensation shall be madeat the market value and shall be convertible at the exchange rate.

Another positive is that Zambia is a signatory of the Multilateral Investment Guarantee Agency (MIGA) ofthe World Bank and other international agreements. This guarantees foreign investment protection in thecases of war, strife, disaster and other disturbances or in case of expropriation. To that effect, Zambia hassigned bilateral reciprocal promotional and protection of investment protection of investment protocols witha number of countries.

PROMOTION OF CAPITAL MARKETS

In the case of Zambia, the Capital Market has developed considerably since its establishment. CapitalMarkets, in any country, contribute to the growth of the financial markets and therefore, play a vital role inthe economic development, sustainable economic growth and poverty reduction. .

It is because of this that Zambian Capital Market presents an excellent avenue for anyone considering longterm investments such as mining, infrastructure and similar long term projects.

STAFF COMPLEMENT

The Commission’s staff complement at 10 members was unchanged during the review period.

SEC Staff 31st March 2012 31st March 2011

Staff complement 10 10

CONCLUSION

The performance of the Capital Markets in Zambia continued to be subdued in line with other regionalmarkets. The number of listed companies remaining unchanged was indicative of this. However, the Securitiesand Exchange Commission embarked upon legal and regulatory reforms that are likely to have positiveimpact on the performance of the Zambian Capital Markets.

Overall, the financial performance of the Commission was positive and there was an increase in the numberof licensed entities on the market.

16

CHIEF EXECUTIVE’S STATEMENT (continued)

Significant effort was put into inspections and enforcement activities towards the end of the period underreview and this has set the tone for ensuring adherence to rules and regulations in the Capital Markets.

Some challenges remain in the market such as the Settlement Guarantee Fund not being commensuratewith the risk interest inherent in the value of transactions and the Self-Regulation (SRO) practices strugglingto get effected.

Dr E.D. Wala ChabalaSecretary and Chief Executive

2011/2012 ANNUAL REPORT

17

CHIEF EXECUTIVE’S STATEMENT (continued)

CES

ES ES ES

REGULATORY FRAMEWORK

The Securities Act is the principal Act for regulation of Zambian Securities Market and was specifically

designed to ensure adequate investor protection and support the operation of a free, orderly, fair, secure

and properly functioning Securities Market. The Securities Act creates and defines a central market in which

both quoted and listed securities trade on the securities exchange as opposed to the dual market system.

The Act also established the Securities and Exchange Commission as the regulator of the Securities Market.

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

• 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

LICENSING OF INTERMEDIARIES

The Commission continued in its role of ensuring that only fit and proper persons were allowed to offer

securities services to the investing public. The following persons were duly authorized to conduct securities

business in the categories shown below.

18

LICENSING ACTIVITIES

DEALER’S LICENSE

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

2011/2012 ANNUAL REPORT

19

LICENSING ACTIVITIES (continued)

CES

ES ES ES

INVESTMENT ADVISER’S LICENSE

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

LICENSING ACTIVITIES (continued)

20

2011/2012 ANNUAL REPORT

LICENSING ACTIVITIES (continued)

21

CES

ES ES ES

LICENSING ACTIVITIES (continued)

22

INVESTMENT ADVISOR’S REPRESENTATIVE LICENSE

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

2011/2012 ANNUAL REPORT

LICENSING ACTIVITIES (continued)

23

CES

ES ES ES

COLLECTIVE INVESTMENT SCHEMES

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

SECURITIES EXCHANGE LICENSES

The following exchanges were operational during the period under review:

Item Company Name 2012 2011Yes No Yes No

1 ABC Unit Trust à Ã

2 Intermarket Unit Trust à Ã

3 Equity Capital Resources à Ã

4 Laurence Paul Unit Trust à Ã

5 Madison Unit Trust à Ã

6 JM Busha Capital Unit Trusts à Ã

7 TN Medical Support Services à Ã

LICENSING ACTIVITIES (continued)

24

Course and Location Dates Attended by

IOSCO-Global Conference Africa, Secretary and ChiefBenmore, Cape town, South Africa 16th - 23rd April,2011 Executive (SCE)ESAAMLG meeting, Zanzibar, Tanzania 4th - 8th April, 2011 Director Market Supervision (DMS)

Surveillance Officer (SO) Commission Accountant (CA)

CISNA workshop, Swaziland 2nd - 5th August, 2011 Legal Counsel (LC),ESAAMLG meeting, Mauritius 31st Aug. - 9th Sept. 2011 DMS, CAARMEC-CIS meeting, Kampala, Uganda 10th -14th October, 2011 DMS, SOEmerging Markets Programmes, 29th Oct. - 5th Nov. 2011 Director Market Transactions Kuala Lumpur, Malaysia (DMT)CISNA meeting, Fallstown, Zimbabwe 6th - 10th Dec. 2011 SCE, LCFamiliarisation of Namibia andSouth Africa Regulatory Authorities 12th - 17th January, 2012 SCE, SOARMEC meeting, Mombasa, Kenya 21st - 25th February, 2012 SCEFamiliarisation of Kenya CapitalMarkets, Nairobi, Kenya 7th-9th March, 2012 SCE, CAAFMI Stakeholders workshop,Johannesburg, South Africa 29th-30th March, 2012 SCE, DMT

2011/2012 ANNUAL REPORT

TRAINING AND WORKSHOPS

25

SECURITIES AND EXCHANGE COMMISSION

FINANCIAL STATEMENTS31 MARCH 2012

26

FINANCIAL STATEMENTS31 MARCH 2012

ES

FINANCIAL STATEMENTS FOR

SECURITIES AND EXCHANGE COMMISSION

TABLE OF CONTENTS

Statement of Commissioners’responsibilities -----------------------28

Report of the independent auditors------------------------29

Statement of comprehensive income -----30

Statement of changes in equity -----------31

Statement of financial position -------------32

Statement of cashflows ---------------------33

Notes to the financial statements--------------------34-46

Detailed statement ofcomprehensive income---------------47

27

CES

ES ES ES

The Securities Act, 1993 requires the commissioners to prepare financial statements for each financial yearwhich give a true and fair view of the financial position of Securities and Exchange Commission and of itsfinancial 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 fraudor error;

• selecting appropriate accounting policies and applying them consistently;• making judgments 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 willcontinue in operation.

The commissioners are responsible for keeping proper accounting records which disclose with reasonableaccuracy at any time the financial position of the Commission and enable them to ensure that the financialstatements comply with the Securities Act, 1993. They are also responsible for safeguarding the assetsof the Commission and hence for taking reasonable steps for the prevention and detection of fraud andother 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 2012, and of its financial performance and its cash flows for the yearthen ended;

(b) at the date of this statement there are reasonable grounds to believe that the Commission will beable 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 on 24 June 2012

Commissioner Commissioner

STATEMENT OF COMMISSIONERS’ RESPONSIBILITIES

28

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OFSECURITIES AND EXCHANGE COMMISSION

We have audited the accompanying financial statements of Securities and Exchange Commission, whichcomprise the statement of financial position as at 31 March 2012, and the statement of comprehensiveincome, statement of changes in equity and cash flow statement for the year then ended, and a summaryof significant accounting policies and other explanatory notes.

Commissioners’ responsibility for the financial statementsAs described on page 28 the commissioners are responsible for the preparation and fair presentation ofthese financial statements in accordance with International Financial Reporting Standards, and for suchinternal control as the commissioners determine is necessary to enable the preparation of financial statementsthat are free from material misstatement, whether due to fraud or error.

Auditor’s responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conductedour audit in accordance with International Standards on Auditing. Those standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assurance whether thefinancial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditor’s judgment, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal control relevant to the entity’s preparation and fairpresentation of the financial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, as well as evaluating the overall presentationof the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion.

OpinionIn our opinion, the financial statements give a true and fair view of the financial position of Securities andExchange Commission as at 31 March 2012, and of its financial performance and its cash flows for theyear then ended in accordance with International Financial Reporting Standards.

Report on other legal and regulatory requirementsIn our opinion, the financial statements of Securities and Exchange Commission as of 31 March 2012 havebeen properly prepared in accordance with the Securities Act, 1993 Cap 354 of the Laws of Zambia, andthe accounting and other records and registers have been properly kept in accordance with the Act.

Chartered Accountants

Christopher MulengaPartner

Lusaka24 June 2012

Grant Thornton

5th Floor Mukuba Pension HouseDedan Kimathi RoadP.O. Box 30885Lusaka, ZambiaT +260 (211) 227722-8F +260 (211) 223774E [email protected]

29

CES

ES ES ES

Note 2012 2011

K’000 K’000

Income

Grants and other income 5 6,829,096 5,852,665

Expenditure

Employee benefits costs (3,418,547) (2,928,452)

Depreciation (228,183) (223,262)

Other operating expenses (2,575,956) (1,904,691)

(6,222,686) (5,056,405)

Surplus for the year 6 606,410 796,260

Other comprehensive income - -

Total comprehensive income 606,410 796,260

STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 31 MARCH 2012

30

Accumulated

surpluses Total

K’000 K’000

At 1 April 2010 14,818 14,818

Total comprehensive income for the year 796,260 796,260

At 31 March 2011 811,078 811,078

Total comprehensive income for the year 606,410 606,410

At 31 March 2012 1,417,488 1,417,488

2011/2012 ANNUAL REPORT

STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 MARCH 2012

31

CES

ES ES ES

Note 2012 2011

K’000 K’000

ASSETS

Non-current assets

Property, plant and equipment 8 519,512 411,782

Investments 9 446,892 -

966,404 411,782

Current assets

Trade and other receivables 10 1,132,949 680,974

Cash and cash equivalents 11 1,432,326 2,054,427

2,565,275 2,735,401

Total assets 3,531,679 3,147,183

EQUITY AND LIABILITIES

Funds and reserves

Accumulated surpluses 1,417,488 811,078

1,417,488 811,078

Current liabilities

Trade and other payables 12 2,114,191 2,336,105

Total equity and liabilities 3,531,679 3,147,183

The financial statements on pages 30 to 46 were approved by the Board of Commissioners on 24 June

2012 and were signed on its behalf by:

CHAIRMAN

COMMISSIONER

STATEMENT OF FINANCIAL POSITIONAS AT 31 MARCH 2012

32

2012 2011

K’000 K’000

Cash inflow from operating activities

Surplus for the year 606,410 796,260

Depreciation 228,183 223,262

Loss on disposal of property, plant and equipment 68,028 -

(Increase)/decrease in trade and other receivables (451,975) 122,843

Decrease in trade and other payables (221,914) (271,306)

Net cash inflow from operating activities 228,732 871,059

Investing activities

Purchase of property, plant and equipment (471,971) (13,787)

Proceeds on disposal of property, plant and equipment 68,030 -

Investments (446,892) -

Net cash outflow on investing activities (850,833) (13,787)

(Decrease)/increase in cash and cash equivalents (622,101) 857,272

Cash and cash equivalents at beginning of the year 2,054,427 1,197,155

Cash and cash equivalents at end of the year 1,432,326 2,054,427

Represented by:

Cash in hand and at bank 1,167,223 126,536

Short term investments 265,103 1,927,891

1,432,326 2,054,427

2011/2012 ANNUAL REPORT

STATEMENT OF CASH FLOWSFOR THE YEAR ENDED 31 MARCH 2012

33

CES

ES ES ES

1. THE COMMISSION

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

2. PRINCIPAL ACCOUNTING POLICIES

The principal accounting policies applied by the Commission in the preparation of the financialstatements 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). They have been prepared under the historical cost convention, as modified by the revaluationof available-for-sale financial assets and financial assets and liabilities at fair value through thestatement of comprehensive income.

The preparation of financial statements in conformity with IFRS requires the use of certain criticalaccounting estimates. It also requires management to exercise its judgment in the process of applyingthe 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 disclosedin note 3.

(i) Amendments to standardsThe following standards, amendments and interpretations to published standards are mandatoryfor accounting periods beginning on or after 1 January 2011, but they are not relevant to theCommission’s operations except IAS 24:

Standard or Interpretation

Title Full Title of Standard or Interpretation

IAS 32 Classification of Rights Issues (Amendment to IAS 32)

IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments

IFRS 1 Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters

(Amendment to IFRS 1)

IAS 24 Related Party Disclosures

IFRIC 14 Prepayments of Minimum Funding Requirement – Amendments to IFRIC 14

Various Annual Improvements 2010

The Commission has assessed the relevance of these amendments and interpretationswith respect to the Commission’s operations and concluded that they may not berelevant to the Commission based on current operations.

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2012

34

2. PRINCIPAL ACCOUNTING POLICIES (continued)

(a) Basis of presentation (continued)

(ii) Interpretations to published standards that are not yet effective and have not been adoptedearly for the Commission’s operations:

At the date of authorisation of these financial statements, certain new standards, amendments andinterpretations to existing standards have been published but are not yet effective, and have notbeen adopted early by the Commission.

Management anticipates that all of the relevant pronouncements will be adopted in the Commission’saccounting policies for the first period beginning after the effective date of the pronouncement.Information on new standards, amendments and interpretations that are expected to be relevant tothe Commission’s financial statements is provided below. Certain other new standards andinterpretations have been issued but are not expected to have a material impact on the Commission’sfinancial statements.

Annual improvements 2011 (effective from 1 July 2011 and later)The IASB has issued Improvements to IFRS 2011/(2011 Improvements). Most of these amendmentsbecome effective in annual periods beginning on or after 1 July 2011 or 1 January 2012. Based onthe Commission’s current business model and accounting policies, management does not expectmaterial impact on its financial statements when the standards or interpretations become effective.

IFRS 9 Financial instruments (effective from 1 January 2013)The IASB aims to replace IAS 39 Financial Instruments: Recognition and Measurement in its entirety.The replacement standard (IFRS 9) is being issued in phases. To date, the chapters dealing withrecognition, classification, measurement and derecognition of financial assets and liabilities havebeen issued. These chapters are effective for annual periods beginning 1 January 2013. Furtherchapters dealing with impairment methodology and hedge accounting are still being developed.

Management are yet to assess the impact that this amendment is likely to have on the financialstatements of the Commission. However, they do not expect to implement the amendments untilall chapters of IFRS 9 have been published and they can comprehensively assess the impact of allchanges.

IFRS 13 Fair Value Measurement (IFRS 13)IFRS 13 does not affect which items are required to be fair-valued, but clarifies the definition of fairvalue and provides related guidance and enhanced disclosures about fair value measurements. Itis applicable for annual periods beginning on or after 1 January 2013. The Commission’s managementare yet to assess the impact of this new standard.

(iii) GrantsGovernment grants are accounted for when there is reasonable assurance that the Commission willcomply with the conditions attaching to them and that the grants will be received. Grants that relateto specific capital expenditure are treated as capital grants. Capital grants are deferred and amortisedto the statement of comprehensive income in equal annual instalments over the expected usefullives of the assets to which they relate. Grants included in the statement of financial position represent

2011/2012 ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2012 (continued)

35

CES

ES ES ES

2. PRINCIPAL ACCOUNTING POLICIES (continued)

(a) Basis of presentation (continued)

(iii) Grants (continued)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 arereceived.

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

(v) InterestInterest income is recognised on an accrual basis.

(b) Property, plant and equipment

Property, plant and equipment are stated at historical cost less depreciation. Historical cost includesexpenditure 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 willflow to the Commission and the cost of the item can be measured reliably. All other repairs andmaintenance are charged to the statement of comprehensive income during the financial period inwhich they are incurred.

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

Depreciation is calculated to write down the assets to residual amounts on a straight line basis overthe 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 25Office equipment 20Computer hardware 331/3Office furniture 20

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2012 (continued)

36

2. PRINCIPAL ACCOUNTING POLICIES (continued)

(b) Property, plant and equipment (continued)

The assets’ residual values and useful lives are reviewed at each reporting date and adjusted ifappropriate. An asset’s carrying amount is written down immediately to its recoverable amount ifthe 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. Whenrevalued assets are sold, the amounts included in the revaluation surplus relating to these assetsare transferred to retained earnings.

(c) Financial assets

The Commission classifies its investments into the following categories: financial assets at fair valuethrough profit or loss, debtors and receivables, held-to-maturity financial assets and available-for-sale financial assets. The classification depends on the purpose for which the investments wereacquired.Management determines the classification of its investments at initial recognition and re-evaluatethis at every reporting date.

(i) Financial assets at fair value through incomeThis category has two sub-categories: financial assets held for trading and those designated at fairvalue through profit or loss at inception.

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

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 changesin fair value of these assets. The designation of these assets to be at fair value through profitor loss eliminates or significantly reduces a measurement or recognition inconsistency thatwould otherwise arise from measuring assets or liabilities or recognising the gains and losseson them on different bases;

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

(ii) Debtors and receivablesDebtors and receivables are non-derivative financial assets with fixed or determinable paymentsthat are not quoted in an active market other than those that the Commission intends to sell in theshort term or that it has designated as at fair value through income or available for sale. Debtorsand receivables are recognised at fair value, less provision for impairment. A provision for impairment

2011/2012 ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2012 (continued)

37

CES

ES ES ES

2. PRINCIPAL ACCOUNTING POLICIES (continued)

(c) Financial assets (continued)

(ii) Debtors and receivables (continued)

of debtors and receivables is established when there is objective evidence that the Commission willnot be able to collect all amounts due according to their original terms.

(iii) Held-to-maturity financial assetsHeld-to-maturity financial assets are non-derivative financial assets with fixed or determinablepayments and fixed maturities other than those that meet the definition of debtors and receivablesthat the Commission’s management has the positive intention and ability to hold to maturity. Theseassets are recognised initially at fair value and subsequently measured at amortised cost using theeffective interest method, less provision for impairment. A provision for impairment is establishedwhen there is objective evidence that the Commission will not be able to collect all amounts dueaccording to their original terms.

(iv) Available-for-sale financial assetsAvailable-for-sale financial assets are non-derivative financial assets that are either designated inthis 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 orwhere they have been transferred and the Commission has also transferred substantially all risksand rewards of ownership.

Available-for-sale financial assets and financial assets at fair value through profit or loss aresubsequently carried at fair value. Held-to-maturity financial assets are carried at amortised costusing the effective interest method. Realised and unrealised gains and losses arising from changesin the fair value of the ‘financial assets at fair value through profit or loss’ category are included inthe statement of comprehensive income in the period in which they arise. Unrealised gains andlosses arising from changes in the fair value of non-monetary securities classified as available forsale 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 asnet realised gains or losses on financial assets.

Interest on available-for-sale securities calculated using the effective interest method is recognisedin the statement of comprehensive income.

The fair values of quoted investments are based on current bid prices. If the market for a financialasset is not active, the Commission establishes fair value by using valuation techniques.

(d) Impairment of assets

(i) Financial assets carried at amortised costThe Commission assesses at each reporting date whether there is objective evidence thata financial asset or group of financial assets is impaired. A financial asset or group of financial

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2012 (continued)

38

2. PRINCIPAL ACCOUNTING POLICIES (continued)

(d) Impairment of assets (continued)

(i) Financial assets carried at amortised cost (continued)assets is impaired and impairment losses are incurred only if there is objective evidence of impairmentas a result of one or more events that have occurred after the initial recognition of the asset (a 'lossevent’) and that loss event (or events) has an impact on the estimated future cash flows of thefinancial asset or group of financial assets that can be reliably estimated. Objective evidence thata financial asset or group of assets is impaired includes observable data that comes to the attentionof 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, althoughthe decrease cannot yet be identified with the individual financial assets in the Commission,including:– 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 forfinancial assets that are individually significant. If the Commission determines that no objectiveevidence 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 collectivelyassesses them for impairment. Assets that are individually assessed for impairment and for whichan impairment loss is or continues to be recognised are not included in a collective assessment ofimpairment.

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

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

2011/2012 ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2012 (continued)

39

CES

ES ES ES

2. PRINCIPAL ACCOUNTING POLICIES (continued)

(d) Impairment of assets (continued)

(ii) Financial assets carried at fair valueThe 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 removedfrom equity and recognised in the statement of comprehensive income. Impairment losses recognisedin the statement of comprehensive income on equity instruments are not subsequently reversed. Theimpairment loss is reversed through the statement of comprehensive income, if in a subsequentperiod the fair value of a debt instrument classified as available for sale increases and the increasecan be objectively related to an event occurring after the impairment loss was recognised in profitor loss.

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

(e) Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-termhighly liquid investments and balances held with banks. Bank overdrafts that are repayable ondemand are included as a component of cash and cash equivalents.

(f) Foreign currencies

(i) Functional and presentation currencyItems included in the financial statements are measured using the currency of the primary economicenvironment in which the Commission operates (the ‘functional currency’). The financial statementsare 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 exchangeprevailing at the date of transactions. Foreign exchange gains and losses resulting from the settlementof such transactions and from the translation at year end exchange rates of monetary assets andliabilities denominated in foreign currencies are recognised in the statement of comprehensive income.

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2012 (continued)

40

2. PRINCIPAL ACCOUNTING POLICIES (continued)

(g) Employee benefits

(i) Provision for retirement benefitsThe Commission has a plan with National Pension Scheme Authority (NAPSA) where the Commissionpays an amount equal to the employee’s contributions. Employees contribute 5% of their grossearnings.

(ii) Provisions for leave pay and long service bonusProvisions for leave pay are made in respect of all staff. In addition, all employees are entitled togratuity and a provision is made thereon.

(h) Trade and other payables

Trade and other payables are stated at cost.

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

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

In the process of applying Commission’s accounting policies, management has made judgementsin 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.

4. MANAGEMENT OF FINANCIAL RISK

4.1 Financial risk

The Commission is exposed to a range of financial risks through its financial assets. The mostimportant component of this financial risk is credit risk. These risks arise from open positions in theinterest rate and business environments, all of which are exposed to general and specific marketmovements. The Commission manages these positions with a framework that has been developedto monitor its customers and return on its investments.

4.1.1 Credit riskThe Commission has exposure to credit risk, which is the risk that a counterparty will be unable topay amounts in full when due. Key area where the Commission is exposed to credit risk is trade andother receivables.

2011/2012 ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2012 (continued)

41

CES

ES ES ES

4. MANAGEMENT OF FINANCIAL RISK (continued)

4.1 Financial risk (continued)

4.1.1 Credit risk (continued)The Commission structures the levels of credit risk it accepts by placing limits on its exposure tothe level of credit given to a single entity.

4.1.2 Foreign currency riskMost of the transactions for the Commission are carried out in Zambian Kwacha. The exposure toforeign currency risk is low.

4.1.3 Capital managementThe Commission’s objective when managing capital is to safeguard the Commission’s ability tocontinue 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).

5. INCOME

The main sources of income were:2012 % 2011 %

K’000 K’000Grants from Government of the Republicof Zambia 2,655,003 39 2,184,002 36Registration of securities 625,000 9 375,000 6LuSE trade commissions 2,141,535 31 2,509,515 45Other fees and revenues 1,407,558 21 784,148 13

6,829,096 5,852,665

6. SURPLUS FOR THE YEAR 2012 2011

K’000 K’000

Surplus for the year is stated after charging:Depreciation 228,183 223,262

Auditors' remuneration 92,446 80,388

Commissioners’ and committee expenses 323,149 147,385

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2012 (continued)

42

7. INCOME TAX EXPENSE

The Commission is exempt from income tax.

8. PROPERTY, PLANT AND EQUIPMENT

(a) Summary Motor Office Office Computer

vehicles equipment Furniture equipment TotalK’000 K’000 K’000 K’000 K’000

CostAt 1 April 2010 1,240,715 104,239 59,599 268,058 1,672,611Additions - 590 - 13,197 13,787Disposals (417,215) - - - (417,215)

At 31 March 2011 823,500 104,829 59,599 281,255 1,269,183Additions 334,336 - 63,185 74,450 471,971Disposals (362,819) - - - (362,819)

At 31 March 2012 795,017 104,829 122,784 355,705 1,378,335

DepreciationAt 1 April 2010 671,169 95,306 35,418 249,461 1,051,354Charge for the year 197,268 4,832 5,739 15,423 223,262Disposals (417,215) - - - (417,215)

At 31 March 2011 451,222 100,138 41,157 264,884 857,401Charge for the year 198,384 3,347 14,164 12,288 228,183Disposals (226,761) - - - (226,761)

At 31 March 2012 422,845 103,485 55,321 277,172 858,823

Net book valueAt 31 March 2012 372,172 1,344 67,463 78,533 519,512

At 31 March 2011 372,278 4,691 18,442 16,371 411,782

9 . INVESTMENTS

Equity Capital Resources-equity unit fund Units K’000

At beginning of the year - -Purchased during the year - 446,892

At the end of the year - 446,892In the opinion of the directors, the value of the above investment is not less than the carrying amountsat which it has been included in the financial statements.

2011/2012 ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2012 (continued)

43

CES

ES ES ES

2012 2011K’000 K’000

10. TRADE AND OTHER RECEIVABLES

Prepayments and deposits 2,207,351 1,803,120Provision for impairment (1,277,567) (1,277,567)

929,784 525,553Staff debtors 203,165 155,421

1,132,949 680,974

11. CASH AND CASH EQUIVALENTS

Cash in hand and at bank 1,167,223 126,536Short term investments 265,103 1,927,891

1,432,326 2,054,427

12. TRADE AND OTHER PAYABLES

Provisions and accruals 1,224,760 1,171,039Amount due to Compensation Fund 27,510 11,010Due to Zambia Revenue Authority 861,921 1,154,056

2,114,191 2,336,105

13. FINANCIAL ASSETS AND LIABILITIES

Financial assets

The Commission’s principal financial assets are bank balances and cash and prepayments. TheCommission 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 estimatedirrecoverable amounts.

Financial liabilities

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

(a) Price risk

(i) Currency riskThe majority of the transactions are denominated in Zambian Kwacha and are not therefore exposedto a currency risk.

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2012 (continued)

44

13. FINANCIAL ASSETS AND LIABILITIES (continued)

Financial liabilities (continued)

(a) Price risk (continued)

(ii) Interest rate riskFinancial assets are not exposed to the risk that their value will fluctuate due to changes in marketinterest rates.

(iii) Market riskThe Commission is not exposed to the risk of the value of its financial assets fluctuating as a resultof changes in market prices.

(b) Credit risk

(i) PrepaymentsThe Commissioners believe the credit risk of financial assets is low.

(c) Liquidity risk

The Commission’s liquidity risk exposure is deemed high due to dependence on Government grants.

(d) Fair value

At the reporting date the carrying values of financial instruments reported in the financial statementsapproximate their fair value.

14. RELATED PARTY TRANSACTIONS

The following transactions were carried out with related parties:2012 2011

K’000 K’000(i) Key management compensationSalaries and other short term benefits 3,394,945 1,772,138Defined contribution pension schemes 49,642 38,421

3,444,587 1,810,559

(ii) Commissioners’ remunerationFees for service as Commissioners 323,149 147,385

(iii) Loans to key management 151,842 99,218

2011/2012 ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2012 (continued)

45

CES

ES ES ES

15. CAPITAL COMMITMENTS

There were no capital commitments either contracted or authorised at 31 March 2012 (2011 – K nil).

16. CONTINGENT LIABILITY

There were no known contingent liabilities at the reporting date (2011 – K nil).

17. EVENTS SUBSEQUENT TO THE REPORTING DATE

There has not arisen since the end of the financial year any item, transaction or event of a materialand unusual nature likely, in the opinion of the commissioners of the Commission, to affect substantiallythe operations of the Commission, the results of those operations or the financial position of theCommission.

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2012 (continued)

46

2012 2011K’000 K’000

INCOMEGrantsRevenue grants 2,655,003 2,184,002

Fees and other incomeAuthorisation fees 675,000 145,000Commission – LuSE trades 2,141,535 2,509,515Licensing fees 233,400 235,681Registration fees 625,000 375,000Scrutiny fees 85,000 30,000Sundry income 20,224 15,400Issuers fees 234,000 216,000Investment income 109,337 64,445Inspection fees 27,027 40,824Annual fees 23,570 36,798

4,174,093 3,668,663

Total income 6,829,096 5,852,665

EXPENDITUREAdvertising expenses 117,895 32,300Audit fees 92,446 80,338Bank charges 27,490 20,562Board and committee expenses 323,149 147,385Consultancy fees 101,278 20,846Depreciation 228,183 223,262Employee benefits costs 3,418,547 2,928,452Entertainment 16,982 10,358Loss on disposal of property, plant and equipment 68,028 -Fuel and lubricants 214,160 181,565Insurance 115,280 140,397Motor vehicle expenses 64,916 56,741Office operational costs 101,813 51,245Postage and telephones 100,555 101,599Electricity and water 7,380 -Printing and Stationary 84,737 95,687Publicity and Education 330,189 314,770Rent 263,255 244,157Repairs and maintenance 39,915 59,944Security 34,842 8,352Subscriptions and publications 128,578 111,228Workshops and seminars 343,068 227,217

6,222,686 5,056,405

Surplus for the year 606,410 796,260

2011/2012 ANNUAL REPORT

DETAILED STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 31 MARCH 2012

47

CES

ES ES ES

Pursuant to the Securities Act of 2003, during the period under review, the Commission comprised the following

members appointed from institutions specified in the Act:

Mr George Mubipe Chairman Zambia Institute ofChartered Accountants Appointed on 27th July 2011

Mr Amos Siwila Vice ChairmanLAZ Appointed on 27th July 2011

Mr Joe Simachela Ministry of Justice Appointed on 27th May 2010

Ms Gloria Munkombwe NGOCC Appointed on 31st May 2011

Mr Ben Zulu ZACCI Appointed on 27th July 2011

Mr Peter Banda BoZ Appointed on18th May 2009

Dr E.D. Wala Chabala Secretary and Chief Executive Appointed 25th November 2011

Mr Clement F. Sichembe Secretary and Chief Executive Retired 7th August, 2011

Mr Michael Liweleya Director of Licensing andEnforcement Retired 3rd February 2012

Mr Phillip K. Chitalu Director of Transactions& Investment Products Appointed 1st August, 2011

Major. Constantine Hara Acting Director of Licensing andEnforcement/Legal Counsel Appointed 14th July 2007

Mrs Queen Shachile Manager – Corporate Services Appointed 1st February 1995

Mr Mayford Chikoya Acting Snr Manager Finance & Admin Appointed 27th October,1997

Mr Collins Chomba Acting Director – Market Supervision Appointed 3rd September 2007

Ms Chileshe Mwamulima Personal Assistant to the CEO Appointed 14th July 2003

Mrs Yvonne Mwala PA – Transaction, Enforcement andLegal Services Appointed 1st January 2012

Mr Saviour Mooya Driver Appointed 1st August 1994

Mr Alexander Tondo Office Assistant Appointed 14th August 2006

THE SEC STAFF, PAST AND CURRENT STAFF

THE SEC COMMISSIONERS AND STAFF

48

COMMITTEE NAME INSTITUTION

Registration Commissioner Joe H. Simachela – Chairman MoJMr Anthony Bwembya PACRO Association of Fund

ManagersDr Fortune Kamusaki MoFNP

Licensing/Enforcement Commissioner Amos Siwila – Chairman LAZ

Dr Leonard Kalinde BOZMrs Namakau Mundia-Ntini PIAMr Mutila Mulenga LAZ

Finance and GeneralPurposes Committee Commissioner Gloria M. Munkombwe– Chairperson NGOCC

Mr Mumba Kapumpa IoDMr Moses Esau Zulu ZICAMr Joe H. Simachela MoJ

Capital MarketDevelopment Commissioner Ben Zulu – Chairman ZACCI

Beatrice Nkanza LuSEChilufya P Sampa CCPCCharles Mate Fund ManagerNathan De Assis Stockbroker

Compensation Fund Commissioner Peter Banda – Chairman BOZProf. Lloyd Ching’ambo ZACCIMrs Beatrice Nkanza LuSE

Takeovers andMergers Commissioner George Mubipe – Chairman ZICA

Mr Chilufya Sampa CCPCMr Anthony Bwembya PACRADr Fortune Kamusaki MoFNP

2011/2012 ANNUAL REPORT

THE SEC COMMITTEE MEMBERS

49

CES

ES ES ES

Chi

efE

xecu

tive

Sec

reta

ry

Sec

reta

ryS

ecre

tary

Sec

reta

ry

Inte

rnal

Aud

ito

r

Exe

c. A

ssis

tant

& A

naly

st

Dir

ecto

rM

arke

tS

uper

visi

on

&D

evel

op

men

t

Dir

ecto

rE

nfo

rcem

ent

&Le

gal

Ser

vice

s

Dir

ecto

rM

arke

tTr

ansa

ctio

ns

Snr

Mg

rFi

nanc

e &

Ad

min

Man

ager

Mar

ket

Sup

ervi

sio

n

Man

ager

Mar

ket

Dev

elo

pm

ent

Leg

alC

oun

sel

Man

ager

Law

Ref

orm

&E

nfo

rcem

ent

Man

ager

Eq

uity

Tran

sact

ions

Man

ager

Fixe

d In

com

eTr

ansa

ctio

ns

Man

ager

Alt

erna

tive

Tran

sact

ions

Man

ager

Ad

min

&C

orp

ora

teS

ervi

ces

Man

ager

Fina

nce

50

SEC ORGANISATION CHART

LuSE

General Manager Mrs. Beatrice Nkanza

Address (physical) Lusaka Stock Exchange Limited3rd Floor, The Exchange BuildingFarmers House at Central ParkNorth WingCairo RoadLusaka

Address (postal) P O Box 34523Lusaka MainLusaka

Telephone (0211) 228391/228537

Facsimile (0211) 225969

E-mail [email protected]

Website www.luse.co.zm

2011/2012 ANNUAL REPORT

STOCK EXCHANGE DETAILS

51

CES

ES ES ES

a) Members of the LuSE

Intermarket Securities Zambia LimitedGround Floor, Building No. 3South WingCairo Road-North EndP O Box 35832LusakaTel: (0211) 227227/227228/227273 E-mail: [email protected]: (0211) 227274 Website: www.intermarketsecurities.co.zm

Pangaea/EMI Securities Limited3rd Floor, Farmers House at Central ParkNorth WingCairo Road-North EndP O Box 30163LusakaTel: (0211) 238708/9/10 E-mail: [email protected]: (0211) 220925 Website: www.pangaeapartners.com/zamindex.htm

Stockbrokers Zambia Limited2nd Floor, Design HouseDar es Salaam Place (off Cairo Road)P O Box 38956LusakaTel: (0211) 227303/232456 E-mail: [email protected]: (0211) 224055 Website: www.stockbrokerszambia.com.zm

b) Non-Members of the LuSE

ABC Investment Services LimitedGround Floor, Pyramid PlazaCorner Church and Nasser RoadsP O Box 39501LusakaTel: (0211) 257977, 257980 E-mail: [email protected]: (0211) 257970-6 Website: www.africanbankingcorp.com

Barclays Bank of Zambia PlcKafue HouseCairo Road-South EndP O Box 31936LusakaTel: (0211) 227659/228858/228866 E-mail: [email protected]: (0211) 222519/226185 Website: www.barclays.com/africa/zambia/

DEALERS

52

Citibank Zambia LimitedHead Office BuildingCha Cha Cha Road-South EndP O Box 30037LusakaTel: (0211) 229025/28 E-mail: [email protected]: (0211) 226064 Website: www.citibank.co.zm

Comcapital Securities LimitedComcapital HouseChainda PlaceCairo RoadP O Box 36706LusakaTel: (0211) 225249 E-mail: [email protected]: (0211) 233503 Website: N/A

Equity Capital Resources Plc6th Floor, Kulima TowerKatunjila RoadP O Box 37184LusakaTel: (0211) 840313 E-mail: [email protected]: (0211) 236951 Website: www.ecrplczambia.com

Investrust Bank PlcInvestrust HousePlot 4527/8 Freedom WayP O Box 32344LusakaTel: (0211) 238733-5 E-mail: [email protected]: (0211) 237060 Website: www.investrustbank.co.zm

Lawrence Paul Investment Services Limited5th Floor, Design HouseDar es Salaam Place (off Cairo Road)P O Box 35008LusakaTel: (0211) 220302/3 E-mail: [email protected]: (0211) 220454 Website: www.laurencepaul.com

Lloyds Financials Limited4th Floor, NAPSA Godfrey HouseCorner Kabelenga/Longolongo RoadsP O Box 390035LusakaTel: (0211) 238471/2 E-mail: [email protected]: (0211) 238473 Website: www.lloydsfinancials.co.zm (under construction)

2011/2012 ANNUAL REPORT

DEALERS

53

CES

ES ES ES

Stanbic Bank Zambia Limited1st, 2nd, 4th and 6th Floors, Woodgate HouseCairo Road-South EndP O Box 31935LusakaTel: (0211) 229071/229072/229285 E-mail: [email protected]: (0211) 225380 Website: www.stanbicbank.co.zm

Standard Chartered Bank Zambia PlcStandard Chartered HouseCairo Road-South EndP O Box 31934LusakaTel: (0211) 229242/229260/229772 E-mail: [email protected]: (0211) 222092/225337 Website: www.standardchartered.com/zm

Zambia National Commercial Bank PlcHead Office BuildingCairo Road-South EndP O Box 33611LusakaTel: (0211) 221358/221376/221380 E-mail: [email protected]: (0211) 223082 Website: www.zanaco.co.zm

DEALERS (continued)

54

African Life Financial Services Limited1st Floor, Mpile House (former Anglo American Building)74 Independence AvenueP O Box 51331LusakaTel: (0211) 253772/254517/254841 E-mail: [email protected]: (0211) 253112 Website: www.aflife.co.zm (under construction)

Agricultural Advisors International Limited4th Floor, Mpile House74 Independence AvenuePrivate Bag 594X (Ridgeway)LusakaTel: (0211) 255961/2/3/4 E-mail: [email protected]: (0211) 255961 Website: www.buyinafrica.com

EMM Corporate Solutions LimitedPlot 5868 Kasiya CrescentKalunduP O Box 31296LusakaTel: (0211) 291550 E-mail: [email protected]: (0211) 291550 Website: N/A

Entrust Financial Services LimitedAlstone CottagePlot 377a/6aBishops RoadKabulongaP O Box 31252LusakaTel: (0211) 260260/260800 E-mail: [email protected] or [email protected]: (0211) 266399 Website: N/A

Madison Investments Company LimitedMadison Head Office BuildingPlot 255 Kaleya RoadRomaP O Box 37103LusakaTel: (0211) 295311-17 E-mail: [email protected]: (0211) 295320 Website: www.madison.co.zm

2011/2012 ANNUAL REPORT

INVESTMENT ADVISORS

55

CES

ES ES ES

Roland Imperial Capital LimitedPlot 5751, Lunsemfwa RoadKalunduP O Box 34005LusakaTel: (0211) 291847 E-mail: [email protected]: (0211) 291842 Website: N/A

Zambia Capital Partners Limited5th Floor Mpile House (former Anglo American Building)74 Independence AvenueP O Box 35404LusakaTel: (0211) 250292/250298 E-mail: [email protected]: (0211) 250306 Wesbite: N/A

INVESTMENT ADVISORS (continued)

56

AEL Zambia PlcPlot 1168/MKitwe-Mufulira RoadP O Box 40092MufuliraTel: (0966) 990945-9 E-mail: [email protected]: (0212) 412749 Website: www.ael.co.zaListed on 23rd October, 2006

BAT Zambia PlcPlot 20992, Kafue RoadMakeniP O Box 30162LusakaTel: (0211) 272241/272264/272287 E-mail: [email protected]: (0211) 272271/272291Website: details can be found on www.bat.comListed on 15th December, 1996

BP Zambia Plc3rd Floor, Mukuba Pension HousePlot 5309, Dedan Kimathi RoadP O Box 31999LusakaTel: (0211) 228684/228694 E-mail: [email protected]: (0211) 223645 Website: details can be found on www.bp.comListed on 18th July, 2002

Cavmont Capital Holdings Zambia PlcUnit C, Counting House Square (behind Arcades Shopping Centre)Thabo Mbeki RoadP O Box 32322LusakaTel: (0211) 257772/256055/256064 E-mail: [email protected]: (0211) 256074 Website: www.cavmont.com.zmListed on 13th September, 2006

Celtel (later Zain) Zambia PlcCeltel Head OfficeCeltel HouseNyerere RoadP O Box 320001LusakaTel: (0211) 250707, (0977) 770077 E-mail: [email protected]: (0211) 250595 Website: www.zm.zain.comListed on 11th June, 2008

2011/2012 ANNUAL REPORT

LISTED COMPANIES

57

CES

ES ES ES

La Farge Cement PlcFarm No. 1880Kafue RoadP O Box 32639LusakaTel: (0211) 279029/279040 E-mail: [email protected]: (0211) 278134 Website: details can be found on www.lafarge.comListed on 22nd May, 1995

Copperbelt Energy Corporation Plc23rd Avenue, Nkana EastP O Box 20819KitweTel: (0212) 244000/244001/244556 E-mail: [email protected]: (0212) 223445/244040 Website: www.copperbeltenergy.comListed on 21st January, 2008

Farmers House Plc1st Floor, Farmers House at Central ParkNorth WingCnr Cairo and Church RoadsP O Box 30012LusakaTel: (0211) 222941/228682/231450 E-mail: [email protected]: (0211) 222906 Website: N/AListed on 27th September, 1997

Investrust Bank Plc(as indicated above under section titled "Dealers")Investrust HousePlot 4527/8 Freedom WayP O Box 32344LusakaTel: (0211) 238733-5 E-mail: [email protected]: (0211) 237060 Website: www.investrustbank.co.zmListed on 21st June, 2007

Metal Fabricators of Zambia (ZAMEFA) PlcPlot 1400 Cha Cha Cha RoadP O Box 90295LuanshyaTel: (0212) 510599/511175/511589 E-mail: [email protected]: (0212) 512637 Website: details can be found onwww.pdwireandcable.comListed on 9th September, 2004

LISTED COMPANIES (continued)

58

AEL Zambia PlcPlot 1168/MKitwe-Mufulira RoadP O Box 40092MufuliraTel: (0966) 990945-9 E-mail: [email protected]: (0212) 412749 Website: www.ael.co.zaListed on 23rd October, 2006

BAT Zambia PlcPlot 20992, Kafue RoadMakeniP O Box 30162LusakaTel: (0211) 272241/272264/272287 E-mail: [email protected]: (0211) 272271/272291Website: details can be found on www.bat.comListed on 15th December, 1996

BP Zambia Plc3rd Floor, Mukuba Pension HousePlot 5309, Dedan Kimathi RoadP O Box 31999LusakaTel: (0211) 228684/228694 E-mail: [email protected]: (0211) 223645 Website: details can be found on www.bp.comListed on 18th July, 2002

Cavmont Capital Holdings Zambia PlcUnit C, Counting House Square (behind Arcades Shopping Centre)Thabo Mbeki RoadP O Box 32322LusakaTel: (0211) 257772/256055/256064 E-mail: [email protected]: (0211) 256074 Website: www.cavmont.com.zmListed on 13th September, 2006

Celtel (later Zain) Zambia PlcCeltel Head OfficeCeltel HouseNyerere RoadP O Box 320001LusakaTel: (0211) 250707, (0977) 770077 E-mail: [email protected]: (0211) 250595 Website: www.zm.zain.comListed on 11th June, 2008

2011/2012 ANNUAL REPORT

LISTED COMPANIES (continued)

59

CES

ES ES ES

La Farge Cement PlcFarm No. 1880Kafue RoadP O Box 32639LusakaTel: (0211) 279029/279040 E-mail: [email protected]: (0211) 278134 Website: details can be found on www.lafarge.comListed on 22nd May, 1995

Copperbelt Energy Corporation Plc23rd Avenue, Nkana EastP O Box 20819KitweTel: (0212) 244000/244001/244556 E-mail: [email protected]: (0212) 223445/244040 Website: www.copperbeltenergy.comListed on 21st January, 2008

Farmers House Plc1st Floor, Farmers House at Central ParkNorth WingCnr Cairo and Church RoadsP O Box 30012LusakaTel: (0211) 222941/228682/231450 E-mail: [email protected]: (0211) 222906 Website: N/AListed on 27th September, 1997

Investrust Bank Plc(as indicated above under section titled "Dealers")Investrust HousePlot 4527/8 Freedom WayP O Box 32344LusakaTel: (0211) 238733-5 E-mail: [email protected]: (0211) 237060 Website: www.investrustbank.co.zmListed on 21st June, 2007

Metal Fabricators of Zambia (ZAMEFA) PlcPlot 1400 Cha Cha Cha RoadP O Box 90295LuanshyaTel: (0212) 510599/511175/511589 E-mail: [email protected]: (0212) 512637 Website: details can be found onwww.pdwireandcable.comListed on 9th September, 2004

LISTED COMPANIES (continued)

60

Arcades Development Plcc/o Arcades Shopping CentrePlot 2374, Great East RoadP O Box 33667LusakaTel: (0211) 252379/256729 E-mail: [email protected]: (0211) 256730 Website: www.arcades.co.zmQuoted on 20th May, 2002

Barclays Bank of Zambia Plc (as indicated above under section titled "Dealers")Quoted on 9th March, 2005

Chambishi Metals PlcSub-division L and M of Lot No. 10/MKitwe-Chingola RoadP O Box 21151 (Kitwe)ChambishiTel: (0212) 744006/7 E-mail: [email protected]: (0212) 744035 Website: N/AQuoted on 25th January, 2000

Chibuluma Mines PlcChibuluma MineP O Box 260499KalulushiTel: (0212) 749555/749063 E-mail: [email protected]: (0212) 749799/749299 Website: details can be found on www.metorexgroup.comQuoted on 22nd December, 1999

Kansanshi Mining PlcMine SiteP O Box 110835SolweziTel: (0212) 658000 E-mail: [email protected]: (0212) 658300 Website: details can be found on www.first-quantum.comQuoted on 29th June, 1999 (as Cyprus Amax Kansanshi Plc)

Nanga Farms PlcFarm Plot No: F/122A/RemLubombo RoadP O Box 670079MazabukaTel: (0211) 251894/5, (0213) 235340/1 E-mail: [email protected], [email protected]: (0211) 251894, (0213) 235341 Website: N/AQuoted on 20th February, 2007

2011/2012 ANNUAL REPORT

QUOTED COMPANIES

61

CES

ES ES ES

Prima Reinsurance PlcPlot No. 13/62 Central StreetChudleighPost.Net Box 658Private Bag E 891LusakaTel: (0211) 292939, 840158 E-mail: [email protected]: (0211) 290323 Website: www.prima-re.comQuoted on 20th December, 2007

COMPANIES WITH LISTED DEBT SECURITIES

Barclays Bank of Zambia Plc (as indicated above under section titled "Dealers")Debt securities listed on 9th May, 2003

Development Bank of ZambiaDevelopment HouseKatondo StreetP O Box 33955 Lusaka MainLusakaTel: (0211) 228576 E-mail: [email protected]: (0211) 222426 Website: www.dbz.co.zmDebt securities listed on 28 February, 2007

Investrust Bank Plc (as indicated above under section titled "Dealers")Debt securities listed on 20th July, 2007

COMPANIES WITH QUOTED DEBT SECURITIES

Lunsemfwa Hydro Power Company LimitedPlot 5047 (Former ZCCM Mine Complex)P O Box 80237KabweTel: (0215) 223331/224597 E-mail: [email protected]: (0215) 224754 Website: N/ADebt securities quoted on 29th August, 2003

QUOTED COMPANIES (continued)

62