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THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC

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Page 1: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 1

THE TENTH ANNUAL GENERAL MEETING OF THE

SHAREHOLDERS

25TH MAY, 2019

MKOMBOZI COMMERCIAL BANK PLC

Page 2: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

2Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

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Page 3: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 3

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Welcome to the world of convenience, welcome to a bank with integrity.

Page 4: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

4Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

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Page 5: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 1

TABLE OF CONTENTS

1. Vision and Mission Statement 2

2. Notice of the Annual General Meeting 2

3. Chairman’s Statement 4

4. Minutes of the Ninth Annual General Meeting 8

5. Matters arising from the minutes of the ninth Annual General Meeting 21

6. Director’s report 23

7. External Auditor’s Report and Financial Statements of the bank 35

8. Board of Directors 62

9. Management Team 63

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2Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

VISION AND MISSION STATEMENT

VISIONTo be a leading bank in addressing the growth needs of small and medium size enterprises through delivery of high quality and integrity banking services to a wide micro customer base and corporate enterprises

MISSIONTo be a bank that will provide high quality financial services to all sectors and levels of the economy in a sustainable and socially responsible manner to meet stakeholders’ expectations

NOTICE TO ALL SHAREHOLDERS OF MKOMBOZI COMMERCIAL BANK PLC

NOTICE IS HEREBY GIVEN THAT the Tenth Annual General Meeting of Mkombozi Commercial Bank Plc will be held on 25th May, 2019 at Msimbazi Centre Cardinal Adam’s Hall Dar es Salaam from 9.00 a.m.

AGENDA10.1 OPENING OF THE MEETING10.2 ADOPTION OF THE AGENDA10.3 CONFIRMATION OF THE MINUTES OF THE NINTH ANNUAL GENERAL MEETING HELD ON 26TH

MAY, 201810.4 MATTERS ARISING FROM THE NINTH ANNUAL GENERAL MEETING HELD ON 26TH MAY, 2018 10.5 TO RECEIVE, DISCUSS AND ADOPT THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST

DECEMBER, 201810.6 TO RECEIVE, DISCUSS AND APPROVE THE BANK’S FINANCIAL STATEMENTS FOR THE YEAR

ENDED 31ST DECEMBER, 2018 AND ADOPT EXTERNAL AUDITOR’S REPORT ON FINANCIAL STATEMENTS OF THE BANK FOR THE YEAR ENDED 31ST DECEMBER, 2018

10.7 TO RECEIVE, DISCUSS AND APPROVE BANK’S PLAN TO RAISE ADDITIONAL CAPITAL 10.8 APPOINTMENT OF STATUTORY AUDITOR10.9 TO SET THE DATE FOR THE NEXT ANNUAL GENERAL MEETING10.10 ANY OTHER BUSINESS 10.11 CLOSURE OF THE MEETING

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 3

Take further notice that:1. A member wishing to attend the meeting must come with a copy of his/her receipt for

purchase of shares of the bank or a Share Certificate of the same. 2. A member entitled to attend and vote at the meeting is entitled to appoint a PROXY to

attend and vote on his/her behalf in accordance with the provisions of the Company’s Articles of Association. A PROXY FORM must be deposited at the registered office of the bank so as to arrive not later than three (3) days before the meeting. The form should be in the following style:

“Mkombozi Commercial Bank Plc”

I/We .......................……………...................., of ......................................................, being a Member/Members of the above-named Company, hereby appoint ................................... of ......................................................... ......................................... as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the bank to be held on the 25th May, 2019 and at any adjournment thereof.Signed this .................. day of .............. 20..

3. All shareholders and/or representatives will be required to register before entering the meeting hall on the date of the meeting.

4. The booklets showing financial statements of the bank will be available in the bank’s branches one week before the meeting.

For further information contact the Bank’s offices at:Mkombozi Commercial Bank PlcPlot No.40, Behind St Joseph ChurchMansfield StreetP.O.Box 38448, Dar Es SalaamTel. No.+255 22 2137806/7, Toll free No. 0800 750 040E-mail:[email protected]: www.mkombozibank.co.tz

BY ORDER OF THE BOARD BALTAZAR B. MBILINYICOMPANY SECRETARYAPRIL, 2019

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4Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

THE BOARD CHAIRPERSON’S OPENING STATEMENT

Introduction

On behalf of the Board of Directors, I take this opportunity to welcome you all to this Tenth Annual General Meeting of Mkombozi Commercial Bank Plc. As we celebrate our tenth year since we started operation, on behalf of the Board and Management I wish to take this opportunity to thank all our shareholders, our esteemed customers and other stakeholders who have been collaborating and working with us in this journey.

Mkombozi Commercial Bank Achievements for Past Ten (10) Years

Ten (10) years existence of the bank, has witnessed the bank growing in terms of assets, customer deposits, operations and profit. To date the bank has been able to open (10) branches; 4 in Dar es Salaam, 1 in Morogoro, Moshi, Mwanza, Bukoba and the recent two in Iringa and Dodoma. Our bank’s assets have grown from 8.69 billion in year 2009 to TZS 178.82 billion in the year 2018. Total deposits from customers have grown from TZS 2.19 billion in the year 2009 to TZS 136.47 billion in the year 2018. Loan portfolio has grown from TZS O.37 billion in the year 2009 to of TZS 99.04 billion in the year 2018. The bank’s capital has grown from TZS 6.01 billion in the year 2009 to 20.62 billion in the year 2018. It is equally worthy noting that the bank has been able to give our shareholders dividends amounting to TZS 0.41 billion in year 2016 and TZS 0.52 billion in the year 2017.

During the year 2018 the bank celebrated significant achievements in consolidating the existing operating units and increasing the quality and variety of its service offerings. It is my sincere hope that these efforts would result in increases in customer deposits, revenues, lending and the bank’s asset base. Mkombozi Commercial Bank continued to live up to and operate by its brand of providing banking services “with integrity”, and we are proud of the contribution the bank has made to the development of Tanzania and the lives of the Tanzanian people we were able to touch during the year.

Prof. Marcellina Mvula ChijorigaACTING BOARD CHAIRPERSON

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 5

Economic and Market Conditions in 2018

The country experienced a slowdown in economic growth in the year 2018. GDP growth declined to 6.7 percent compared to 6.8 percent in 2017. The services sector was the main contributor to GDP (39.3%). Private investment was the main demand-side contributor (63.9%).

The external sector hindered economic growth as the current account deficit increased (despite the real depreciation of the Tanzanian shilling), due to a higher volume of imports in 2018 than in 2017.The increase is due largely to increased imports of transport equipment, building and construction materials, industrial raw materials, and petroleum products for large public investment projects, such as the Standard Gauge Railway.

Headline inflation was reported at 3.3% at the year ending December 2018, which was consistent with country’s long term monetary policy targets. The Bank of Tanzania maintained an accommodative monetary policy stance aiming at stimulating growth of credit to the private sector and economic activities. The liquidity condition in the banking system remained generally high and consistent with the monetary policy stance. Interest rates for overnight increased to 4 percent in December 2018 compared to 3 percent in December 2017. However, the lending rates have remained high due to high risk premium. Furthermore, there was an improvement in lending to both the public and private sectors of the economy and in the quality of loans across the banking industry. The industry average non-performing loans decreased to 10.70 percent in December 2018 compared to 11.21 percent in December 2017. On the foreign exchange perspective, the Tanzania Shilling weakened against the USD from 2,250 in December 2017 to 2,300 in December 2018.

Our Achievements in 2018

Despite the above set of economic and market circumstances Mkombozi Commercial Bank recorded a profit after tax of TZS 806.04 million. This profit is lower than that recorded during the previous year due to the bank’s expansion in the market outreach and application of standard 9 of International Financial Reporting Standards IFRS which requires to recognize impairment of the loans from the date of disbursement. However, apart from all these setbacks the bank has opened two branches in the year 2019. Dodoma branch was opened on 11th March 2019 and Iringa branch was opened on 18th Mach, 2019. The bank experts to open another branch in Njombe in June 2019. Opening of Njombe branch would make the bank to have a total of eleven branches. The bank focused on consolidating the existing branches and realized commendable increases in its customer and asset bases, with growths in deposits by 13%, loans by 21% and total assets by 19%. The Bank’s industrial relations remained excellent, enjoying a labor turnover of less than one percent. A more detailed report will be provided by the Managing Director when reading the Directors report.

Our challenges in 2018

A major challenge during the year 2018 was the need for the bank to comply with the new Banking and Financial Institutions Regulations i.e. the IFRS 9. Another challenge was the slowdown in the economy which affected the lending , deposit mobilization and quality of our loan portfolio, which has lead to increased loan provisioning and hence reduction in our capital base.

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6Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

Economy and Banking Sector Outlook for 2019

According to African Development Bank the medium-term outlook of the country is positive. The economy is expected to grow at 6.6% in 2019 and 2020, supported by large infrastructure spending (2018: 6.7%); inflation is projected to be contained at single digit levels averaging 5% by the end of the year. Additionally, the Bank of Tanzania recently slashed the discount rate from 9% to 7% aimed at decreasing the lending rates in the economy. This is expected to ease the tight credit conditions caused by, among other things, spiraling nonperforming loans. The Bank will position itself appropriately in order to benefit from these positive trends as it continues to implement strategies to reach out to more of the unbanked majority in our economy.

Mkombozi Commercial Bank Outlook and Our Plan for the Year 2019 to 2021

MKCB Plc will continue being a retail bank with primary focus to individuals and small & medium size enterprises, aimed at ensuring that, her network, outreach and inclusion grows potentially to align with the segment the Bank is operating in. As per definition, retail is a business of volumes & masses and this for banking fraternity further means the ability to cater for state-of-the-art collections and payments (sound positioning for mass market). As such, the Bank expects to expand its business tentacles in the form of new acquisitions(assets and liabilities);, retentions and scalability on offerings (products and services).

The strategy of the Bank expects to execute a hybrid expansion approach that combines brick and mortal concept to that of alternative delivery channels. Hence the bank expects to improve its digitization and expanded use of internet, and mobile banking; establishment of agency and kiosk banking through the use of dioceses and ach-dioceses treasury offices; . The strategic direction of the bank is to transform the bank into the following: -

1. Market positioning from small-sized to medium sized Bank within three years (2019 to 2021 with a Balance sheet size of above TZS 500 billion).

2. Reorganizing operating structure from back office focus (Operations / Support heavy) to Business/sales centricity (re-engineering process flows, procedures and centralization of banking operations).

3. Transforming Bank’s balance sheet in terms of composition (local versus foreign currency), matching top line to the bottom line and leveraging well income contributing pockets (funded and non-funded).

4. Enhancing payments and collection platforms including ease of Banking (going digital).

To achieve the above, the Bank would prioritize four (4) key pillars in the course of 2019 to 2021’s journey and these are;

• Operations and process flows which will improve both efficiency and effectiveness

• Technology for digitalization and inclusiveness

• People both right quality and quantity including high integrity

• Brand image, promotion and marketing of the bank.

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 7

Realization of the above will require close collaboration, partnership and network with our shareholders, partners, the regulators and other key stakeholders in the industry and the economy at large. I therefore request that our shareholders support this plan and participate actively in the banking activities including borrowing and deposits.

The AGM Documents

The AGM documents, which have been provided to the shareholders, include the Directors’ Report and Financial Statements of the Bank for the year ended 31st December, 2018. These will be formally presented to the shareholders for deliberation and adoption. Shareholders are invited to participate in the deliberations and give valuable contributions for greater and sustained achievements of the Bank’s objectives.

Thank You

Prof. Marcellina Mvula Chijoriga

ACTING BOARD CHAIRPERSON

25TH MAY, 2019

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8Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

AGENDA NUMBER 10.3CONFIRMATION OF THE MINUTES OF THE NINTH ANNUAL GENERAL MEETING HELD ON 26TH MAY, 2018

MINUTES OF THE NINTH ANNUAL GENERAL MEETING OF MKOMBOZI COMMERCIAL BANK PLC HELD ON 26TH MAY, 2018 AT CARDINAL ADAM’S HALL MSIMBAZI CENTRE DAR ES SALAAM

ATTENDANCE OF THE BOARD MEMBERS

1. Mr. Method A. Kashonda Chairperson

2. Prof. Marcellina Chijoriga Deputy Chairperson

3. Mr. George R. Shumbusho Managing Director

4. Mr. Marcellino Kayombo Director

5. Rev. Fr. Raymond Saba Director

6. Most Rev. Beatus Kinyaiya Director

7. Mr. Ayoub Mtafya Director

8. Mr. Baltazar B. Mbilinyi Secretary

IN ATTENDANCE

1. Deokari Mkenda External auditor from Ernst & Young

2. Neema K. Mssusa External auditor from Ernst & Young

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 9

ATTENDANCE OF THE SHAREHOLDERS INDIVIDUAL SHAREHOLDERS

NO. NAME PHONE NUMBER 1 ABEL ELEUTER KUSIGA 07134408382 ADELA FELICIAN KAVISHE 07644010283 ADOLPHINA MATHEW NGONYANI 07551443024 ADRIAN ANDREA MPANDE 07543167665 ADRIANO GERALD MNIMBO 06889646696 AGATHA ELIAS MAYEMBA 07136132497 AGNES ELIAS KAMBONA 06538008898 AGRIPINA BLASS MKAMY 06522311889 ALBANI PETER MWALO (REPRESENTED BY MODESTA P.

MWALO)0767255140

10 ALBERT HASSAN MILLANZI 075576942611 ALEX ATHANAS KADALA 078715258512 ALEX HENRY NYEREMBE 075644944713 ALFRED BENITO MILEMBE 078283231414 ALOYS BENEDICK KALOKOLA 075389730015 ALPHONCE RIWA & PHILOMENA L. LYARUU 078472779916 ANANIAS MARCO NGUGO 076480711317 ANANIAS SAMWEL MPELEMBWA 075252295218 ANASTASIUS SEBARD GUTERUKA 075499048919 ANASTAZIA DEOGRACIOUS MASHURANO 071331966120 ANDREA MHEPWA MGAYA 078894821921 ANDREW EDWARD SALUMU 071516799922 ANGELA JOSEPH KYAKULA 076294911723 ANGELA THOMA CHIWAYA 065854541024 ANNA FLAVIAN SHAO 067486690425 ANNA WANGAEZI 071703758226 ANSILA BENO JOHN 075482017427 ANZIGAR ROBERT MAPUNDA 075356289028 APOLINARY BASIL MWARABU 068907374429 ASGHEDOM WOLDEGHIORGHIS VILLA 075484526430 ASTERIA JAMES MGOMA 075408055331 AUGENIA HENRY NYEREMBE 075644944732 AUGUSTINE RWEGOSHORA KASHULI 075421859233 AUGUSTINO JEREMIA JUMA 071579070934 BALTOMEY JORAM LUWUMBA 075457326735 BENEDICT FELIC MBWIGA 076741011336 BENJAMIN CRISPIN SHIRIMA 078467011137 BENJAMINI MLEKWA KIBELA 078270073438 BENNET CHARLES MALEKELA 075299183039 BERTHA EMMANUEL MASELLE 0754068709

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10Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

NO. NAME PHONE NUMBER 40 BETHUEL ELINAJA TEMU 076214169041 BINGILEKI FRANCIS BINGILEKI 075476705042 BONIPHACE KAGEMBE WALWA 075794087443 BONITUS DOMINIC MWALLENI 075447140944 CALIST ANTHONY CHUWA 075481708445 CALLISTUS PHILIP ASSENGA 078431650346 CARISTO ALFRED MFALAMAGOHA 075438045247 CAROL JOSEPH ASSENGA 078775656248 CHARLES MATHIAS LUSAYA 078966685049 CHRISTINA FABIAN KAPEMBE 078470741950 CHRISTINA LUCKAS MATERU 075357764951 COLLETAMTAKAFEDHA FUIME 075447905652 CONSOLATA ALBERT BEBWA 071356459453 CRISTINA MAGERE NGARA 078930157254 CUTHBERT TOBIAS KARLIHANGA 075455520655 DANIEL PASCAL NDAGA (REPRESENTED BY EMANUELA

DANIEL)0755520518

56 DAUDI JULIUS PANGILA 075500407157 DAYANA BONIFASI MGUMBA 067850716158 DEOGRATIAS KAMUGISHA BARONGO (REPRESENTED BY

ALISTUS BARONGO)0752000262

59 DEUSDEDITH BONIPHACE GONELAMENDA 078940725160 DEVINA PATRICK MATOLA 071357780261 DEVOTHA HENRY NYEREMBE 075644944762 DICKSON MOSES MAKUMBA 071309146663 DIOCRES GELORD RUTAZAA 071241896264 DISMAS ISSA MUUNGAMO 065914377165 DISMAS JACOB KOMBA 075629511866 DISMASIA EDGA LYANGONI 075465449867 DORAH MKUMBO MKENGELE 075483900168 EDMUND MARKO NZINGO 078799099869 EDWARD DAUD STAMBULI (REPRESENTED BY ANGEL E

STAMBULI)0658119218

70 EDWARD MWANJALA MWAIBAMBE 076318909071 ELIAS ANDERSON MMARI 076765185372 ELIAS HENRY NYEREMBE 075644944773 ELIZABETH PETER MPELEMBWA 075577492474 EMIL GREGORY TESHA 078423633975 EMILIANA GODFREY TAIBAILE 071344761676 EMMANUEL MAREKANI MTUI 075446274977 ENOCK FABIAN KIKOTI 071436471778 ERIC AVELYN K MARENGA 0784360974

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 11

NO. NAME PHONE NUMBER 79 ERNESTINA KOKUHIRWA TIBAKWEITIRA 075408821680 ESTHER MWADUA MHANGA 065539116381 EVARISTA APOLINARY NDELENGIYA 076208711882 EVERYNE XAVERY KAYOMBO 071513029783 EXEDITO DICKENS SIMMON 075408816984 EZEKIEL FELIX ISSAKA 078482922885 FABIOLA SYLIVESTER SHAYO 068652708486 FAMILIA YA ALEXANDER & HILDA MSHANGAMA 078452990587 FAMILIA YA EDWARD MEINRAD MMOLE 078871281288 FEDRICK THOMAS CHAULA 075503707789 FRANCIS GEOFREY KALAMBO 075204302890 FREDRICK ASAACK MUSHI 075469251591 FREDRICK THOMAS KWANUNGU 071278322492 GAUDENSIA CALIST NDIBALEMA 071351891193 GERVAS JOSEPH KAVISHE 075545605094 GESMIRA MARKI SHANGWA 078430841595 GODWIN LOMAYANI LEMUNGA 075955577796 GRACE BEDA MINJA 071663905197 HENRY JOSEPH MBOYA 071352436498 HUSNA HAJI KAVISHE 075357754999 IGNACE PETER MOWO 0754365531100 ILDEPHONCE LADISLAUS BWINYO 0713625992101 JAJ EDWARD ANTHONY MWESIUMO 0655752292102 JANUARY MARIA NSHIMBA 0713028604103 JAPHET A TINDWA 0716646387104 JASRAS SAUD MKORONGO 0755835050105 JESCA JOEL KABALIBALI 0757931630106 JOHN EWALD MOSHY 0787853659107 JOHN MWANINGILI MWALYENGA 0784876436108 JOHN MWOMBEKI KIIZA 0754291677109 JOHN PETER MPELEMBWA 0754275971110 JOSEPH GODFREY TARIMO 0718399478111 JOSEPH JAMES KESSY 0787265942112 JOSEPH LUNGWA MNYANYI 0788161823113 JOSEPH NESTORY BUDELELE 0754398843114 JOSEPHAY PATRICK MBILINYI 0784506079115 JOVINA BENIGNUS KIPONGO 0714247745116 JOYCE MISAI AMOSI 0762420880117 JULIAN NKUMBULWA LUGOLA 0754766900118 JULIUS BERKUMARS MBAWALA 0714303318119 JUMANNE SAIDI SELEMANI 0712448299120 JUSTIN ISIDOR WOISO 0756036596

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12Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

NO. NAME PHONE NUMBER 121 JUSTIN MARCO MWENDA (REPRESENTED BY JOSEPH MARCO

MWENDA)0787885922

122 LAWRENTIA MALWA MAYOLI 0657607162123 LEONARDINA IFUNYA MAPUNDA 0713295802124 LETICIA MSTILIMEMBE CHAMBILA 0754634605125 LIDWINTHOMAS LUVANDA 0713346102126 LIVIN EVARIST KIMARIO 0755764878127 LUCY GEORGE MAYAO (REPRESENTED BY PAULO L MILINGA) 0787642035128 LUTIGARDA LUCAS RWEZAULA 0767829692129 MARCELLINO XAVIER KAYOMBO 0784/0767279777130 MARCO KADILANHNA MAKANYAGA 0787997777131 MARCOS ASANTAEL MALISA 0768480063132 MARIA BONIPHACE MGUMBA 0655888795133 MARIANA ADOLPH NDONJEKWA 0754591583134 MARTIN RAPHAEL SIWINGWA 0754328039135 MARY JUDITH MCHOME 0755365729136 MATHIAS CYPRIAN MKULA 0787001609137 MATHIAS LUKANGA LAURENT 0715488213138 MATHIAS RAYMOND MUJUAMUNGU 0767210648139 MATILDA STANSLAUS KALOKOLA 0783555568140 MELCHIOR CYDRIAN NJIGE 0715455786141 MELCHIORY N RWEYEMAMU 0715998593142 METHOD MAKENGE KAMALA 0713308204143 MICHAEL SUNGUSIA URIO 0715111265144 MICHAEL YEREMIAH LUVANGA 0756236008145 MODEST A PETER MWALO 0757442126146 MR ARBOAGAST PETER CHAMI 0769113372147 MR. GEORGE R SHUMBUSHO 0784280778148 NATALIA HUGO SHIRIMA 0754035867149 NEMES THOBIAS MKUDE 0784890795150 NICHOLAUS MALANDO ISUWESHA &REGINA L. MALANDO 0788027243151 NICODEMAS THOMAS KANJA 0752447999152 ODILLIA KILIAN KIWSILA 0752682100153 ODILO JASON MUTALEMWA 0717552009154 OLIVER ANTHONY KULANGISIWA 0754082926155 OLIVER PETER NNALY 0752557039156 OLYMPIA ODILLO MFAUME 0754553126157 ONESMO RICHARD NDAKI 0718097303158 OSWAD FEDRICK BUBELWA 0655287729159 PASCAL MALIFEDHA KANYALA 0715532860160 PASKAZIA FULGENCE ZELAMULA 0713303830

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 13

NO. NAME PHONE NUMBER 161 PATRICK NDERIVA SHIRIMA(REPRESENTED BYI GERALD

SHIRIMA)0713811628

162 PAULINA KISHAI 0784460707163 PETER ANDREW ALLOO 0755405834164 PETER CYPRIAN MVULA 0713589627165 PETER MWITA NYANOKWE 0753022292166 PHILEMON AMBROSE MOSHI 0755627117167 PHILIP LAWRENCE MJEMA 0754276008168 PHRANCA ALDO NYALULU 0752152406169 PREDIGANDA VALERIAN MROSSO 0713492733170 PRIMITIVA PATRICK KAMUGISHA 0752897255171 PRISCILLA SARONGA SAFARI 0713504428172 PULCERIA EMILY MASSAWE 0715636775173 RAPHAEL BALTAZAR SHAYO (REPRESENTED BY ELIZABETH R

SHAYO)0755778127

174 RAYMOND ALEXANDER WANG’ANYI 0754430470175 REGINA EPHRAIM SALLEMA (REPRESENTED BY FREDRICK

NICODEMUS KAMANDO0753329584

176 REGINA J. KABULIBALI & CAROL A. ZOZA 0754635202177 RENATUS RAPHAEL MWAKIMBWALA 0715541725/0754541725178 REVOCATUS RUSTICUS MSHEMA 0714494345179 RHODA JACKSON BUKA 0754342918180 ROBERT MAGANGA IYELA 0754314119181 ROSALIA DIDAS WATUGULU 0754634791182 ROSE KIPAMI MWENZEGULE 0768495062183 RUGONZIBWA T.Z. MUJUNANGOMA 0754078854184 RUSTUS ALOYS MSIMBE 0762649679185 RWEYONGEZA ALFRED BITUNGWA 0755858955186 SALAH JULIANA KAPAGALA 0784823440187 SALUSTIAN THOBIAS NKOLA 0786351839188 SALVATORY THOBIAS SIWEYA 0683117136189 SAMSON JOSEPH SEMWIZA 0658947081190 SCHOLASTICA JOHN NTIRUKA 0679471571191 SEBASTIAN ANTHONY KABYEMERA 0754466057192 SECELELA JOHN HOKORORO 0715278972/0754278972193 SEGOLENA TITUS MAKYAO 0713371045194 SELESTINE KINABO MTEY 0754606569195 SELINA DAUD MREFU 0713695785196 SELINA FRANCIS MWARABU 0787059098197 SOFIA BERNARD MWAPIRA 0784771629198 SPECIOZA ALOYCE KWEZI 0787195171199 STANSLAUS WILLIAM MIZAMBEA 0713431467

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The Tenth Annual General Meeting of the Shareholders

NO. NAME PHONE NUMBER 200 STELLA PANTALEO BUNDALA 0788238713201 STELLAH LONGINUS REVEIAN 0754526939202 STEPHAN S. NGOJA 0784292241203 SUZANE EDWARD SRAMBULY 0715865938204 TEDDY ANDREW SALUMU 0715952000205 TEOTIM RIRCHARD MMANDA 0786099193206 THADEO HELMAN BULIHO 0785992245207 THECLA MICHAEL NYAMBO 0756064563208 THEODORY MARTIN MWONGE 0752302375209 THEODOSIA THOMAS CHUWA 0711720991210 THERESIA ADRIAN MPANDE 0754316766211 THERESIA PETER HAULE (REPRESENTED BY COLETHA PETER

MATEI)0755659180

212 THERESIA ZAWADI NKUNJA 0717723779213 VALENCE ADRIAN KATUMWA 0757609449214 VEDASTO LESTEH LWIZAH 0754281954215 VENANCE ADRIAN MPANDE 0754316766216 VENERIUS STANISLAUS MUBA 0712321000217 VERDIANA MASSINDE MARGAI 0713577964218 VERONICA LUCAS HONERO 0768001552219 VERONICA TRASIAS KIIZA 0752314643220 VIANEY PHILIP LINGA 0784804987221 VICK MARINO LAFFA 0754400390222 VICTORIA CLEMENCE LUKWEMBA 0717686982223 VICTORIA HUGGO ISDORI (REPRESENTED BY DICKSON

BUBERWA)0713483046

224 WENSE LUCAS ULIMALI 0714999656225 WINIFRIDA PATRICK KAMUGISHA 0754275689226 WITNESS ALOYCE MAZUBU 0652172119227 YUSTINA MUSA KISOKA 0767529034228 ZENAIDA OCHIENG THANYA 0719991063229 ZERNO THOMAS LUKWEMBA 0713613289

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 15

REPRESENTATIVES OF CHURCH INSTITUTIONS, PARISHES AND CHURCH CONGREGATIONS

NO. NAME PHONE NUMBER INSTITUTION1 AMBROSE KUNDI 0713 649477 KRISTO MFALME PAROKIA

MWANANYAMALA2 BESTA KITALI 0754 835228 WAWATA JIMBO KUU DAR ES

SALAAM3 NESTA KITAU 0784 300971 MARIST BROTHERS OF THE

SCHOOL4 BR. KIKO BAEZA 0745 700832 MONT FORT BROTHERS OF ST.

GABRIEL 5 BR. MATHAI 0742 906212 MONT FORT BROTHERS OF ST.

GABRIEL6 BR. MICHAEL RUTTA 0757 055646 JUMUIYA YA MT. MARIA WA

LURDI-UKONGA7 CATHERINE MWIDETE 0753 577649 JNNY FRANCISCA WAROMA

KIMARA8 CHRISTINA LUCAS MATERU 0782 818484 UFUMWA SACCOS LTD-MWANZA9 EDITH MASASI 0656 781924 KWAYA YA BIKIRA MARIA MAMA

WA MUNGU-VITUKA10 EDMUND SHAYO 0620 781753 ARCHDIOCES OF DAR ES SALAAM

ITF KANDA YA MOYO MT. WA YESU-KITUNDA

11 ELIZABETH F. NYENYEMBE 0758 701752 SALESIANS OF DON BOSCO TANZANIA

12 FR. CELESTINE KHARKONGOR 0657 647924 ARCHDIOCES OF DAR ES SALAAM IFT JUMUIYA YA BIKIRA MARIA-SALASALA

13 IGNATUS WABUKUNDI 0713 495843 AMANI GROUP14 JANETH GEORGE MAYAO 0716 369555 KWAYA YA UPENDO ANGLICANA-

KINONDONI15 JOAKIM CHRISTIAN HAULE 0653 874730 ARCHDIOCES OF DAR ES SALAAM

ITF JUMUIYA YA MT. RAFAEL UDOENI PAROKIA YA KAWE.

16 JOHANES MACHUMU 0769 990311 WAZO MOJA ASSOCIATION17 MARCUS MBUKU 0762 879424 ARCHDIOCES OF DAR ES SALAAM

ITF JUMUIYA YA MTAKATIFU YUDA TADEI-SALASALA

18 METHOD KAMALA 0787 308204 ARCHDIOCES OF DAR ES SALAAM ITF JUMUIYA YA MT. CECILIA

19 METHOD NYAKUNGA 0755 303983 ST. PETERS PARISH20 OSSYGERVAS KASTORY 0787 838732 ARCHDIOCESES OF DAR ES

SALAAM ITF JUMUIYA YA MALAIKA GABRIEL

21 PASSIAN MATIAS 0757 028450 ARCHDIOCES OF DAR ES SALAAM UMOJA WA WANAUME MT. CECILIAN

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The Tenth Annual General Meeting of the Shareholders

NO. NAME PHONE NUMBER INSTITUTION22 SR. DEOGRASIA JOSEPH PASCAL

CSG0785 365797 ST. GEMMA GALGHNI SISTERS

23 SR. MARIA DEOGRATIAS NYAKATO STH

0788 915737 CARDINAL RUGAMBWA UKONGA HOSPITAL

24 SR. MARISERA MINDE CDNX 0757 753851 CDNK SISTERS DAR ES SALAAM25 SR. MERNEDOLA HERMAN

MGIMBA OSB0757 670945 AMANI MWANASTEL

26 SR. PASKALINA LAWA OSB 0754 662363 IRINGA MAFINGA27 SR. REVIN ONESMO NTIMBA STH 0683 263037 ST. MATHEW CONVENT UKONGA28 SR. REVIN ONESMO NTIMBA STH 0683 263037 ST. THERESA SRS KISARAWE29 SR. TERESIA L. CHAULA OSB 0764 426498 ST. GETRUDE CONVENT

IMILIWAHA30 THEOBARD MASSAWE 0715 333081 PAROKIA YA MSIMBAZI31 VEDASTUS NAMWATA 0759 282768 ARCHDIOCES OF DAR ES SALAAM

ITF-MAKUBURI PARISH

REPRESENTATIVES OF THE DIOCESES

NO. NAME PHONE NUMBER DIOCESE1 FR. CELESTINE KAPINGA 0756 577287 MBINGA2 FR. CHARITY HOKORORO 0786 316631 MTWARA3 FR. DEODATUS MMOLE 0769 761277 TUNDURU MASASI4 FR. EMMANUEL MEZZA 0754 758017 MBEYA5 MR. MATHEW JERONIMO 0763 900373 KAHAMA6 MR. MELKIADES MSIMBE 0754 565150 MOSHI7 SR. PHILIPINA ARUDIKA 0784 724966 TANGA

9.1 OPENING OF THE MEETINGThe Deputy Chairperson opened the meeting at 10.00 am

9.2 ADOPTION OF THE AGENDA The following agenda items were adopted as presented namely:1 Opening of the meeting; 2 Adoption of the agenda3 Confirmation of the Minutes of the Eighth Annual General Meeting held on 27th May,

2017;4 Matters arising from the Eighth Annual General Meeting held on 27th May, 2017;5 To receive, discuss and adopt the directors’ report for the year ended 31st December,

2017;6 To receive, discuss, approve and adopt external audit report for the year ended 31st

December, 2017; 7 To receive, discuss and approve the directors’ recommendation on dividend; 8 Election of directors;9 To receive, discuss and approve directors’ remuneration; 10 Appointment of an external auditor;

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 17

11 To fix date for the next annual general meeting;12 Any other business; and 13 Closure of the meeting.

9.3 CONFIRMATION OF THE MINUTES OF THE EIGHTH ANNUAL GENERAL MEETING HELD ON 27TH MAY, 2017

Confirmed minutes of the Eighth Annual General Meeting as the correct record of the proceeding.

9.4 MATTERS ARISING FROM THE EIGHTH ANNUAL GENERAL MEETING HELD ON 27TH MAY, 2017

9.4.1 Informed that the resolution of the Shareholders to declare dividend at the rate of TZS 20 only per share for the financial year 2016 started to be implemented immediately after the Annual General Meeting in the year 2017. However, only 7,755 Shareholders with a total amount of TZS 316,005,065.00 out of14,930 Shareholders collected their dividends. A total of 7,175 Shareholders with total amount of TZS 75,685,103 were yet to collect their dividend. The bank has made efforts to advertise in the media and the remaining Shareholders were still yet to collect dividend. The bank will continue to advertise. Members discussed this agenda item and agreed that Management should continue making efforts to find and have a proper record of the Shareholders.

9.4.2 Informed that the resolution of the Shareholders to appoint Ernst & Young to be the bank’s external auditor for the year 2017 was implemented.

9.4.3 Informed further that a resolution of the Shareholders to hold the following meeting on 26th May, 2018 was implemented.

9.5 DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST DECEMBER, 2017 9.5.1 The principal activity of the Bank for the year 2017 was the provision of banking and related

services stipulated by the banking and Financial Institutions Act, 2006.There was no change in the principal activities of the Bank during the financial year ended 31st December 2017.

9.5.2 Informed that total number of paid up shares at the end of the year 2017 was 20,615,272 9.5.3 Informed that the directors of the bank who served in office since 1 January 2017 were seven

and none of the directors owned more than 0.3% of total issued share capital. 9.5.4 Informed that during the year 2017 the Board held four ordinary meetings and fourteen

extra ordinary meetings due to special activities that needed the Board’s deliberations. 9.5.5 Informed further that the Board had three committees namely the Board Audit, Risk and

Compliance Committee, the Credit Committee and the Human Resource Committee. 9.5.6 Informed that management of the bank was under the Managing Director, assisted by seven

directors and three Managers who reported to the Managing director. 9.5.7 Informed that the bank posted a profit before tax of TZS 1.94 billion for the year ended

31stDecember 2017. Profit after tax for the year was TZS 1.49 billion.9.5.8 Informed further that Loans and advances to customers for the year 2017 stood at TZS 81.80

billion compared with loans of TZS 73.80 billion at the end of the year 2016. Total deposits stood at TZS 121.12 billion compared with total deposit of TZS 102.55 billion for the year 2016. Total assets stood at TZS 150.67 compared with total assets of TZS 128.17 billion for the year 2016.

9.5.9 Informed that the Directors recommended payment of dividend for the year ended 31st December, 2017.

9.5.10 Informed that the Bank had adequate employees with pre-requisite competency and experience in key positions to manage the banking operations as well as pursuing the business objectives.

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The Tenth Annual General Meeting of the Shareholders

9.5.12 Informed that the bank did not make any political donations during the year. 9.5.13 The bank continued to maintain a good relationship with all stakeholders including the

regulators.

9.5.14 The Shareholders received the report of the directors, discussed and adopted the report as presented.

9.6 TO RECEIVE, DISCUSS, APPROVE AND ADOPT EXTERNAL AUDIT REPORT FOR THE YEAR ENDED 31ST DECEMBER, 2017

9.6.1 Informed that the bank’s external auditor for the year 2017 was Ernst & Young who audited the bank’s financial statements.

9.6.2 Informed that the bank’s directors were responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards and with the requirements of the Companies Act, CAP 212 Act No. 12 of 2002, and for such internal control as the directors determined necessary to enable the preparation of financial statements which were free from material misstatements, whether due to fraud or error.

9.6.3 Informed further that the external auditor’s responsibility was to express an opinion on the financial statements based on audit. Ernst & Young conducted its audit in accordance with International Standards on auditing. Those standards required Ernst & Young to comply with ethical requirements and plan and perform its audit to obtain reasonable assurance that the financial statements were free from material misstatement.

9.6.4 Informed further that the bank’s financial statements provided a true and fair view of the state of the bank’s financial affairs at 31 December 2017 and of its profit and cash flows for the year then ended in accordance with International Financial Reporting Standards

9.6.5 The Shareholders received, discussed and adopted the report of the external auditor as presented.

9.7 TO RECEIVE, DISCUSS AND APPROVE THE DIRECTORS’ RECOMMENDATION ON DIVIDEND;9.7.1 Informed that following successful operations of Mkombozi Commercial Bank for the year

ended December 31, 2017 and realizing a net profit after tax of TZS 1.44 billion the Board of Directors during its meeting on 21st April, 2018 resolved to recommend to the Annual General Meeting a distribution of dividend of TZS 25 per share to be paid to shareholders listed in the Shareholders’ Register. The Bank of Tanzania’s approval had already been obtained.

9.7.2 The Shareholders received the recommendation of the Board and resolved that:At the Ninth Annual General Meeting of the Shareholders held on 26th May 2018, the Shareholders of Mkombozi Commercial Bank Plc, pursuant to the provisions of section 180(I) of the Companies Act, No 12 of 2002, and the recommendation of the Board of Directors resolved to declare dividend for the year ended December 31, 2017 at the rate of TZS 25 only per share to be paid to shareholders listed in the Shareholders’ Register.

9.8 ELECTION OF DIRECTORS9.8.1 Informed that Article 80 of the Bank’s Articles of Associations provided that at the Annual

General Meeting in every third year one third of the Directors of the bank shall retire and replaced by two new directors to be appointed. This exercise intended to provide for an orderly succession while upholding continuity and good governance in the administration of the bank. The shareholders were informed that directors Mr. Method Anatoli Kashonda and Mr. Marcellino Xavier Kayombo would officially retire from being Directors of the bank effective from the date of approval by the Bank of Tanzania of the new Directors to be elected by the Shareholders in the meeting.

9.8.2 Informed further that In order to fill the consequent vacancies, the Board of directors, pursuant to Article 74 of the bank’s Articles of Association, appointed Lindam Group Limited as an independent firm to advertise the vacancies in a wide coverage media, process and interview the best candidates for three directorship positions. That is, two positions being

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 19

replacements of the two retiring directors and the third one to fill the position that was left vacant following the resignation of Mr. Emmanuel Johannes.

9.8.3 Informed further that the above-mentioned Article required that the firm had to submit to the Board for nomination two names for each post of directorship, which were to be voted on by the Shareholders in the Annual General Meeting.

9.8.4 Informed further that the firm did its job and ten names were submitted to the Board and the Board re-assessed and selected six names for election and approval of three leading candidates with the most popular votes. Each candidate was given three minutes to present his/her brief before the election. The Names of the six candidates were as follows:

(i) IN THE FIELD OF BANKING EXPERIENCE: Mr. Benedict Sudi Warisianga and Mr. Deus Manyenye

(ii) IN THE FIELD OF ACCOUNTING AND FINANCIAL MANAGEMENT Mr. Sylivester Orao and Ms Uphoo Swai

(iii) IN THE FIELD OF INFORMATION TECHNOLOGY AND COMMUNICATION Mr. Robert Mtendamema and Mr. Ophoro Lekey

9.8.4 The Shareholders exercised their voting rights and the results were as follows:

IN THE FIELD OF BANKING EXPERIENCE

Name of the Candidate numbers total votes votes scoredMr. Benedict Sudi Warisianga 243 91Mr. Deus Manyenye 243 152

IN THE FIELD OF ACCOUNTING AND FINANCIAL MANAGEMENT

Name of the Candidate numbers total votes votes scoredMr. Sylivester Orao 243 69Ms. Uphoo Swai 243 174

IN THE FIELD OF INFORMATION TECHNOLOGY AND COMMUNICATION

Name of the Candidate numbers total votes votes scored Mr. Robert Mtendamema 241 217Mr. Ophoro Lekey 243 23

9.8.5 Based on the above results the new appointed Directors were Mr. Deus Manyenye, Mr. Robert Mtendamema and Ms. Uphoo Swai. However, the Board informed the Shareholders that in the event the proposed name of the Director is rejected by the Bank of Tanzania the second candidate would be taken to the BoT for vetting.

9.9 TO RECEIVE, DISCUSS AND APPROVE DIRECTORS’ REMUNERATION9.9.1 Informed that in the First Annual General Meeting of the Shareholders which was held on

28th May 2010 the Shareholders approved Directors remuneration as follows: (i) TZS 350,000.00 and TZS 300,000.00 to be paid to the Board Chairman and every other

Board member respectively as sitting allowance for attending Board or Committee Meetings

(ii) TZS 1, 500,000.00 and TZS 1, 200,000.00 to be paid to the Board Chairman and every other Board Member respectively as directors’ annual fees.

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9.9.2 Informed further that the approved allowances have not been revised for nine years and were far away from the market. The study of similar banks revealed that the minimum directors’ sitting allowances were around TZS 700,000.00 and TZS 600,000.00 for the Board Chairman and every other director respectively. Annual directors’ fee was around TZS 10,000,000.00 to 15,000,000.00

9.9.3 Informed that the Board for a long period did not want to recommend to the Shareholders review of its sitting allowances and annual fees even after noting that the same were below the market pending expansion of the bank.

9.9.4 Informed further that since the bank had turned around it was the right time to review Directors’ allowances and fees in line with what the market and other banks offer, as well as the heavy statutory and regulatory responsibilities a bank put on director’s shoulders. The Board therefore recommend the Shareholders to approve increase of sitting allowances and annual fees as follows:

(i) TZS 700,000.00 and TZS 600,000.00 to be paid to the Board Chairman and every other Board member respectively as sitting allowance for attending Board or Committee Meetings;

(ii) TZS 10,000,000.00 and TZS 9,000,000.00 to be paid to the Board Chairman and every other Board Member respectively as directors’ annual fees.

9.9.5 The Shareholders received the above recommendation and approved the same.

9. 10 APPOINTMENT OF EXTERNAL AUDITOR9.1.1 Informed that since Ernst & Young was selected to audit the bank for three years it will continue

to audit the bank for the year 2018 and has expressed that the price for the assignment will remain the same i.e. to audit the bank at US$ 25,000.00 without VAT for normal audit and US$ 10,000.00 for the bank’s statutory ICT audit.

9.11 DATE FOR THE NEXT ANNUAL GENERAL MEETING Agreed that the next meeting be held on 25th May, 2019.

9.12 ANY OTHER BUSINESS There was no other business to be discussed.

9.13 CLOSURE OF THE MEETING The Chairperson closed the Meeting at 4 pm.

Confirmed this 25th day of May, 2019

_______________________ _______________________

Mr. Method A. Kashonda Mr. Baltazar B. Mbilinyi

CHAIRPERSON SECRETARY

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 21

AGENDA NUMBER 10.4

MATTERS ARISING FROM THE MINUTES OF THE NINTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF MKOMBOZI COMMERCIAL BANK PLC HELD ON 26TH MAY, 2018 AT CARDINAL ADAM’S HALL MSIMBAZI CENTRE DAR ES SALAAM

MINUTE NO DIRECTIVE OF THE SHAREHOLDERS ACTION TAKEN9.4.1 Informed that the resolution of the

Shareholders to declare dividend at the rate of TZS 20 only per share for the financial year 2016 started to be implemented immediately after the Annual General Meeting in the year 2017. However, only 7,755 Shareholders with a total amount of TZS 316,005,065.00 out of14,930 Shareholders collected their dividends. A total of 7,175 Shareholders with total amount of TZS 75,685,103 were yet to collect their dividend. The bank has made efforts to advertise in the media and the remaining Shareholders were still yet to collect dividend.

Bank advertised on local radio stations in dioceses but shareholders did not turn out to collect their dividends, for up to date still 6,696 Shareholders are yet to collect their dividend worth TZS 70,632,671.00 which is remaining in the bank’s general ledger.

Bank has prepared a list of Shareholders who have not been paid dividend, in each Diocese, for years 2016 and 2017;this list will be sent to Dioceses for easy identification and collection of Shareholders details. Each Shareholder has been requested to share his/her mobile phone number which will be used for dividend payment.

9.7.2 The Shareholders received the recommendation of the Board and resolved that:

At the Ninth Annual General Meeting of the Shareholders held on 26th May 2018, the Shareholders of Mkombozi Commercial Bank Plc, pursuant to the provisions of section 180(I) of the Companies Act, No 12 of 2002, and the recommendation of the Board of Directors resolved to declare dividend for the year ended December 31, 2017 at the rate of TZS 25 only per share to be paid to shareholders listed in the Shareholders’ Register.

Total of TZS 489,612,710.00 was authorized as dividend for 14,883 shareholders.

Out of this, 7,463 Shareholders have been paid dividend with a value of TZS 378,140,802.50.

A total of 7,420 Shareholders with value of TZS 111,471,907.50 have not been paid.

Bank has prepared a list of Shareholders who have not been paid dividend, in each Diocese, for years 2016 and 2017;this list will be sent to Dioceses for easy identification and collection of Shareholders details. Each Shareholder has been requested to share his/her mobile phone number which will be used for dividend payment.

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MINUTE NO DIRECTIVE OF THE SHAREHOLDERS ACTION TAKEN9.8.5 Based on the above results the new

appointed Directors were Mr. Deus Manyenye, Mr. Robert Mtendamema and Ms. Uphoo Swai. However, the Board informed the Shareholders that in the event the proposed name of the Director is rejected by the Bank of Tanzania the second candidate would be taken to the BoT for vetting.

Three names of elected Directors were sent to BoT for vetting. Two names were positively vetted i.e. Mr. Robert Mtendamema and Ms. Uphoo Swai. Mr. Deus Manyenye’s vetting process delayed more than seven months (from June 2018 – January 2019) to complete. The Board decided to withdraw his name and sent the name of Mr. Benedict S. Warisianga as the second runner for the post. He has positively been cleared within two months (February – April 2019).

9.11 DATE FOR THE NEXT ANNUAL GENERAL MEETING

Agreed that the next meeting be held on

25th May, 2019.

This resolution of the Shareholders has been implemented.

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 23

AGENDA NUMBER 10.5DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST DECEMBER 2018

10.5.1 PRINCIPAL ACTIVITIESThe principal activity of the Bank is the provision of banking and related services stipulated by the banking and Financial Institutions Act, 2006. There has been no change in the principal activities of the Bank during the financial year ended 31 December 2018.

10.5.2 CAPITAL STRUCTUREThe Bank’s capital structure for the year under review is shown below: -Authorized

50,000,000 Ordinary shares of TZS 1,000 each

Called up and fully paid20,615,272 Ordinary shares of TZS 1,000 each

10.5.3 THE SHAREHOLDERS OF THE BANKThe total number of shares at year end was 20,615,272 (2017: 20,615,272 shares).The shares of the Bank are held as follows:Name No of shares Value of shares

(TZS)% of Holdings

Church dioceses and affiliated institutions 5,777,708 5,777,708,000 28%Other institutions 2,125,907 2,125,907,000 10%Tanzania Episcopal Conference (TEC) 4,133,995 4,133,995,000 20%Individuals 8,577,662 8,577,662,000 42%

Total share capital 20,615,272 20,615,272,000 100%

The total number of shares at year end 2017 was 20,615,272 held as follows:Name No of shares Value of shares

(TZS)% of Holdings

Church dioceses and affiliated institutions 5,486,179 5,486,179,000 26%Other institutions 1,795,120 1,795,120,000 9%Tanzania Episcopal Conference (TEC) 4,469,784 4,469,784,000 22%Individuals 8,864,189 8,864,189,000 43%

Total share capital 20,615,272 20,615,272,000 100%

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10.5.4 DIRECTORS

The directors of the Bank who have served in office since 1 January 2018, except where otherwise stated, are: -

Name Position Age Qualification/ Discipline Nationality Date appointed/ Resigned

Mr. Method Anatoli Kashonda**

Chairperson 74 years He holds MBA Finance, FCCA, FCPA (Partner Globe Accountancy Services)

Tanzanian Re appointed on 30th May, 2015

Prof. Marcellina Mvula Chijoriga

Deputy Chairperson

64 years She is an associate professor UDSM Business School. (B.Com.) in accounting, MBA in Finance, PhD in economics and Finance

Tanzanian Appointed on 31st August, 2013

Mr. George Rwezaura Shumbusho

Managing Director

43 years He holds ADIT,PGDFM, (IFM) and MBA(ESAMI/MsM)

Tanzanian Appointed on 18th November, 2017

Most Rev. Beatus Kinyaiya

Director 62 years He is the Archbishop of Dodoma Archdiocese and holds BA in Geography BA in Spiritual Theology and MA in History,

Tanzanian Reappointed on 30th May, 2015.

Rev. Fr. Raymond Saba

Director 45 years He is a Priest and holds BA in Theology, MA in Christian Letters and Classics (Secretary General TEC)

Tanzanian Appointed on 27 August, 2014

Mr. Marcellino Xavier Kayombo**

Director 72 years He holds ADPA in Certified Accountancy. Accountant and administrator (Ex. Banker)

Tanzanian Reappointed on 30th May, 2016

Mr. Ayoub Mtafya Director 48 years He holds LLB, LLM and An advocate of the High Court of Tanzania and tax consultant. A partner at Nex Law Advocates

Tanzanian Appointed on 26th October, 2016

Mr. Robert Mtendamema*

Director 46 years He holds BSC in Computer Science and MSC In Data Communications Networks and Distributed Systems. He is ICT Specialist

Tanzanian 8th August, 2018

Ms. Uphoo Swai*

Director 47 years She holds ADPA in Accountancy; MBA and CPA

Tanzanian 8th August, 2018

** These Directors retired from the services of the bank on 31st December 2018* These are new Directors who joined the bank on 8th August 2018

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 25

Director’s interest for the year 2018:

Name of the Director Number of shares held

2018

Mr. Method A. Kashonda 4,500Most Rev. Beatus Kinyaiya 13,574Prof. Marcellina M. Chijoriga 17,000Rev. Fr. Raymond Saba -Mr. Ayoub Mtafya 6,250Mr. George R. Shumbusho 6,575Mr. Robert Mtendamema

Ms. Uphoo Swai

1,190

-Mr. Marcelino X. Kayombo 2,622

Total shares held by Directors 51,711None of the directors owned more than 0.3% of total issued share capital.

Director’s interest for the year 2017:

Name of the Director Number of shares held

2017

Mr. Method A. Kashonda 4,500Mrs. Edwina A. Lupembe 13,080Most Rev. Beatus Kinyaiya 13,574Prof. Marcellina M. Chijoriga 17,000Rev.Fr. Raymond Saba -Mr. Ayoub Mtafya -Mr. Emmanuel Johannes - Mr. Marcelino X. Kayombo 2,622

Total shares held by Directors 50,776

None of the directors owned more than 0.3% of total issued share capital.

10.5.5 COMPANY SECRETARYThe Bank’s Secretary as at 31 December 2018 was Mr. Baltazar Mbilinyi

10.5.6 CORPORATE GOVERNANCEThe Board of Directors consists of seven directors including the Managing Director. Apart from the Managing Director no other director holds an executive position in the Bank. The Board has overall responsibility for the Bank, including responsibility for identifying key risk areas, considering and monitoring investment decisions, considering significant financial matters, and reviewing the performance of management business plans and budgets.

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The Board is also responsible for ensuring that a comprehensive system of internal control policies and procedures is operative, and compliant with sound corporate governance principles.

The Board is required to meet at least four times a year. The Board delegates the day to day management of the business to the Managing Director assisted by the Management team. The management team is invited to attend Board meetings and facilitates the effective control of all the Bank’s operational activities, acting as a medium of communication and coordination between all the various business units.

During the year the Board held four ordinary meetings and eight extraordinary meetings due to special activities that needed the Board’s deliberations.

Details of Board and Board committee’s meetings held during the year are as summarized below.Board of Directors attendance:

No Name Position Total meetings

No. of meetings attended

%

1 Mr. Method A. Kashonda Chairperson 12 11 922 Prof.Marcellina M. Chijoriga Vice Chairperson 12 11 923. Mr. George R. Shumbusho Managing Director 12 12 1004 Most Rev. Beatus Kinyaiya Director 12 8 675. Rev. Fr. Raymond Saba Director 12 11 926. Mr. Marcellino X. Kayombo Director 12 12 1007 Mr. Ayoub Mtafya Director 12 11 928 Ms. Uphoo Swai* Director 12 3 259 Mr. Robert Mtendamema* Director 12 3 25

* These are new Directors who joined the bank on 8th August, 2018

The Board has three committees namely the Board Audit, Risk and Compliance Committee the Human Resources Committee and the Credit Committee. Each Committee has a charter to govern its roles and responsibilities as well as facilitating efficiency and effectiveness of the Board’s performance.

The Bank is committed to the principles of effective corporate governance. More particularly, the Directors recognize the importance of integrity, transparency and accountability. The Board exercised close oversight over the Bank’s operations and ensured high standards of corporate governance through its committees as shown below:

Board Audit, Risk and Compliance CommitteeNo Name Position Total

MeetingsNo. of meetings

attended%

1 Prof. Marcellina M. Chijoriga Chairperson 10 10 1002 Most Rev. Beatus Kinyaiya Director 10 9 903. Mr. Marcellino X. Kayombo Director 10 10 1003. Ms. Uphoo Swai* Director 10 3 30

*This Director joined the Committee on 19th September, 2018

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 27

Board Credit Committee

No Name Position Total Meetings No. of meetings attended

%

1 Mr. Marcellino X. Kayombo Chairperson 16 16 1002. Rev. Fr. Raymond Saba Director 16 15 943. Mr. Ayoub Mtafya Director 16 15 944. Mr. Robert Mtendamema* Director 16 5 31

*This Director joined the Committee on 19th September, 2018

Board Human Resource Committee

No Name Position Total Meetings No. of meetings attended

%

1 Mr. Ayoub Mtafya Chairperson 4 4 1002 Mr. Marcellino X. Kayombo Director 4 4 1004. Rev. Fr. Raymond Saba Director 4 4 100

10.5.7 MANAGEMENT TEAMDuring the year under review, the management of the Bank was under the Managing Director, assisted by the following: -

• Director of Finance & Administration;• Director of Banking Operations;• Director of Treasury;• Director of Credit;• Director of Internal Audit;• Director of Information Communication and Technology;• Director of Legal services (Company Secretary); • Manager, Risk and Compliance Department; and• Manager, Human Resources Department.• Manager, Marketing and Business Development.

10.5.8 PERFORMANCE FOR THE YEARThe Bank posted a profit before tax of TZS 1.41 billion for the year ended 31 December 2018 (2017: Profit of TZS 1.94 billion). Profit after tax for the year was TZS 806 million (2017: profit of TZS 1.44 billion). In addition, the following achievements were recorded:

• Loans and advances to customers stood at TZS 99.04 billion (2017: TZS 81.80 billion); • Total deposits from customers stood at TZS 136.47 billion (2017: TZS 121.12 billion); and• Total assets stood at TZS 178.82 billion (2017: TZS 150.67 billion).

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Branch network and outreachThe Bank had eight branches as at 31 December 2018, four (4) branches located in Dar es Salaam, one in Mwanza (Mwanza Region), one in Bukoba (Kagera Region), one in Morogoro (Morogoro Branch) and Killimanjaro (Moshi Branch). The Bank’s total number of depositors and borrowers as at year end were as shown below:

Account type 2018 2017

Current accounts 2,374 1,827Savings accounts 44,659 35,123Time deposits 677 589Total number of deposit accounts 47,710 37,539Loan accounts 12,413 13,141

10.5.9 DIVIDENDDirectors do not propose payment of dividend for year 2018.

10.5.10 MAJOR DEVELOPMENTS FOR THE YEAR The Bank upgraded Tegeta FSC & Morogoro FSC into fully-fledged branches after minor rehabilitations and approval of the Bank of Tanzania.

10.5.11 PLANNED DEVELOPMENT The Bank will continue to focus on business opportunities arising in the economy especially in lending and other related activities. In order to achieve this, the bank further plans to inject additional capital of TZS 15.00 billion to attain a paid-up capital base of TZS 35.62 billion, being an increase of 73%.

10.5.12 HUMAN RESOURCES The Bank has adequate employees with pre-requisite competency and experience in key positions to manage the banking operations as well as pursuing the business objectives.

10.5.13 PRINCIPAL RISKS AND UNCERTAINTIESAs the Bank continues to scale up its operations, it ensures that the resultant commercial and operational risks are mitigated through enforcement of appropriate policies and procedures. The Bank’s activities expose it to a variety of financial risks including liquidity, market and strategic risks. The Bank’s overall risk management policies are set out by the Board of Directors and implemented by the management.

These policies involve analysis, evaluation, acceptance and management of some degrees of risks or a combination of risks.

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 29

10.5.14 KEY PERFORMANCE INDICATORSThe following Table shows the Bank’s achievements against key performance indicators (KPIs) of the delivery of the Bank’s strategy and managing the business.

Performance indicator

Definition and calculation method 2018 2017

Return on equity Net income/Total equity 6% 8%Return on assets Net income/Total assets 1% 1%Cost to income ratio Operating costs/Net income 80% 82%Interest margin on earning assets

Total interest income/(interest in government securities +balances with other financial institutions + interbank loan receivables + investments in other securities + net loans, advances and overdraft)

11% 5%

Non - interest income to Gross income

Non - interest income/Total income

12% 14%Earnings per share Basic earnings/ Number of ordinary shares in

issue(TZS)39 69.99

Gross loans to customers deposits

Total loans to customers/Total deposits

73% 62%Non - performing loans to gross loans

Non - performing loans/Gross loans and advances

10% 7%Earning assets to total assets

Earning assets/Total assets

85% 85%Growth on total assets Trend (2018 total assets – 2017 total assets)/

(2017 total assets)*%19% 18%

Growth on loans and advances to customers

Trend (2018 loans and advances – 2017)/2017 loans and advances) *%

21% 11% Growth on Deposits Trend (2018 deposits – 2017deposits)/(2017

deposits)*%13% 18%

Capital adequacyTier 1 Capital Risk weighted assets including Off balance

sheet items/Core Capital 17.94% 21.77%

Tier 2 Capital Risk weighted assets including Off balance sheet items / (Core Capital + General risk reserve) 18.64% 22.54%

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10.5.15 RISK MANAGEMENT AND INTERNAL CONTROL

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

• The effectiveness and efficiency of operations;

• The safeguarding of the Bank’s assets;

• Compliance with applicable laws and regulations;

• The reliability of accounting records;

• Business sustainability under normal as well as adverse conditions; and

• Responsible behavior towards all stakeholders.

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

The Board assessed the internal control systems throughout the financial year ended 31 December 2018 and is of the opinion that they met accepted criteria.

The Board monitors risk and internal control effectiveness through the Board Audit, Risk and Compliance and the Credit Committees.

10.5.16 SERIOUS PREJUDICIAL MATTERSIn the opinion of the directors, there are no serious prejudicial matters that can affect the Bank.

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

10.5.18 EMPLOYEES’ WELFARE

Management and employees’ relationshipThe relationship between employees and management continued to be good. Complaints are resolved through meetings and discussions. Work morale is good and there were no unresolved complaints from employees. There was good teamwork between management and staff.

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

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 31

TrainingDuring the year, the Bank spent TZS 144.00 million on training of its staff (2017: TZS 180.79 million). Training programs have been and are continually being developed to ensure employees are adequately trained at all levels. Employees received training to upgrade their skills and enhance their performance.

Staff loans and advancesThe Bank provides staff loans to staff as well as salary advances to enable them overcome financial needs and promote their economic development. Staff loans and advances are based on specific terms and conditions approved by the Board of Directors. As at end of 2018 staff loans and advances stood at TZS 5.16 billion (2017: TZS 1.83 billion).

Medical facilities

The Bank covers medical bills for all of its employees and their immediate family dependents as well as medical insurance coverage to all staff.

Retirement benefitsThe Bank makes statutory contributions in respect of staff retirement benefits. The Bank’s obligations in respect of these contributions are limited to 10% of the employees’ gross salary.

10.5.19 GENDER PARITYThe Bank is an equal opportunity employer and maintains reasonable gender balance among its employees. As at 31 December 2018 the Bank had the following distribution of employees by gender.

Gender 2018 2017Female 57 58Male 77 76Total 134 134

10.5.20 RELATED PARTY TRANSACTIONS

All related party transactions and balances are disclosed in Note 31 to these financial statements.

10.5.21 POLITICAL DONATIONSThe Bank did not make any political donations during the year 2018 (2017: Nil).

10.5.22 RELATIONSHIP WITH STAKEHOLDERSThe Bank continued to maintain a good relationship with all stakeholders including the regulators.

10.5.23 CORPORATE SOCIAL RESPONSIBILITY (CSR) AND CHARITABLE DONATIONSThe Bank participates actively in community activities and development programs throughout the country. Charitable donations made during the year amounted to TZS 29.43 million (2017: TZS 23.59 million). The Bank donated to schools’ contributions for purchase of school equipment, school fees, hospitals equipment, donations to various church institutions, donations for traffic police shelters, and participating in social activities such as Blood donation.

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10.5.24 AUDITORErnst & Young was the auditor of the Bank for the year ended 31st December, 2018. A resolution proposing the appointment of the external auditor of the bank for the year ending 31 December 2018 was already done by the Shareholders in the Eighth Annual General Meeting which resolved that Ernst & Young has to audit the bank for a period of three years from 2016 to 2018 and thereafter they have to compete with other firms to audit the bank from the year 2019.

BY ORDER OF THE BOARD

Prof. Marcellina M. Chijoriga – Ag. Chairperson Date

Ms. Uphoo Swai- Board Member Date

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 33

The Directors are required by the Companies Act, CAP 212 Act No. 12 of 2002 and Banking and Financial Institutions Act, 2006 of Tanzania to prepare the financial statements for each financial period that present fairly, in all material respects, the state of financial affairs of the Bank as at the end of the financial year and of the profit or loss for the year. The directors are also obliged to ensure that the Bank keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Bank. They are also responsible for safeguarding the assets of the Bank.

The directors accept responsibility for the annual financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgements and estimates, in conformity with International Financial Reporting Standards (IFRS) and the requirements of the Companies Act, CAP 212 Act No. 12 of 2002 and Banking and Financial Institutions Act, 2006 of Tanzania. The directors are of the opinion that the financial statements present fairly, in all material respects, the state of the financial affairs of the Bank, and of their financial results in accordance with International Financial Reporting Standards (IFRS) and the requirements of the Companies Act, CAP 212 Act No. 12 of 2002 and Banking and Financial Institutions Act, 2006 of Tanzania. The directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of the financial statements, as well as designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the statements that are free from material misstatement.

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

Prof. Marcellina M. Chijoriga – Ag. Chairperson Date

Ms. Uphoo Swai- Board Member Date

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The Tenth Annual General Meeting of the Shareholders

The National Board of Accountants and Auditors (NBAA) according to the power conferred to it under the Auditors and Accountants (Registration) Act No. 33 of 1972, as amended by Act No. 2 of 1995, requires financial statements to be accompanied with a declaration issued by the Head of Finance/Accounting responsible for the preparation of the financial statements of the entity concerned.

It is the duty of a Professional Accountant to assist the Board of Directors to discharge the responsibility of preparing financial statements of an entity showing a true and fair view of the entity’s position and performance in accordance with International Financial Reporting Standards and the requirements of the Tanzanian Companies Act, 2002. Full legal responsibility for the preparation of financial statements rests with the Board of Directors as stated under the Statement of Directors’ Responsibilities on the previous page.

I Dennis Frank Kejo being the Director of Finance and Administration of Mkombozi Commercial Bank Plc hereby acknowledge my responsibility of ensuring that the financial statements for the year ended 31 December 2018 have been prepared in compliance with International Financial Reporting Standards and the requirements of the Tanzanian Companies Act, 2002 and the Banking and Financial Institutions Act, 2006

I thus confirm that the financial statements give a true and fair view of the financial position and results of Mkombozi Commercial Bank Plc as on that date and for the year then ended, and that the financial statements have been prepared based on properly maintained financial records.

Signed by: ____________________

Position: Director of Finance and Administration

NBAA Membership No: ACPA 2139

Date: _________________________

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 35

AGENDA NUMBER 10.6

TO RECEIVE, DISCUSS AND APPROVE THE BANK’S FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2018 AND ADOPT EXTERNAL AUDITOR’S REPORT ON FINANCIAL STATEMENTS OF THE BANK FOR THE YEAR ENDED 31ST DECEMBER, 2018.

OpinionWe have audited the financial statements of Mkombozi Commercial Bank Plc. (the Bank), which comprise the statement of financial position as at 31 December 2018, and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Bank as at 31 December 2018, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) and the requirements of the Companies Act, 2002 and the Banking and Financial Institutions Act, 2006 of Tanzania.

Basis for OpinionWe conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Bank in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Tanzania, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Report on other legal and regulatory requirements

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The Tenth Annual General Meeting of the Shareholders

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

This report, including the opinion, has been prepared for, and only for, the Bank’s members as a body in accordance with the Companies Act, 2002 of Tanzania and for no other purposes.

As required by the Companies Act, 2002 of Tanzania, we report to you, based on our audit, that: -

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

In our opinion, proper books of account have been kept by the Bank, so far as appears from our examination of those books;

The Directors’ Report is consistent with the financial statements;

Neema Kiure Mssusa - (FCPA 1227)For and behalf of:Ernst & YoungCertified Public AccountantsDar es Salaam

Date

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 37

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Notes 2018 2017 TZS ‘000 TZS ‘000

Interest and similar income 6 23,770,463 19,451,671 Interest expense 7 (7,512,284) (6,527,158)Net interest income 16,258,179 12,924,513

Loans impairment charge 8 (2,480,560) (333,436) Impairment on other financial assets 8 (11,501) (617,000)Net interest income after impairment 13,766,118 11,974,077

Net fees and commissions income 9 2,721,134 2,426,011 Net trading income 10 447,403 383,407

Total non-interest income 3,168,537 2,809,418

Operating expenses

Personnel expenses 11

(7,013,098) (5,719,714)

Depreciation and amortization 12 (1,356,973) (1,149,451)

General and administration expenses 13

(7,154,105) (5,969,581)Total operating expenses (15,524,176) (12,838,746)Profit before income tax 1,410,479 1,944,749Income tax charge 14 (604,434) (501,849)Profit for the year 806,045 1,442,900

Other comprehensive income - -

Total comprehensive income for the year 806,045 1,442,900

Earnings per share (TZS) 30 39 70Diluted earnings per share (TZS) 39 70

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38Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

Notes 2018 2017 TZS’000 TZ S’000

AssetsCash and balances with Bank of Tanzania 15 17,478,962 15,139,783 Loans and advances to Banks 16 24,942,547 31,353,194 Government securities 17 27,793,299 15,516,614 Investment in Corporate Bond 18 2,002,255 - Loans and advances to customers 19 99,035,944 81,805,635 Equity investments 20 539,000 39,000 Property and equipment 21 3,844,610 3,334,353 Intangible assets 22 869,146 572,156 Current income tax recoverable 14 78,939 454,636 Other assets 24 1,094,422 1,709,675 Deferred tax asset 23 1,144,631 748,838 Total assets 178,823,755 150,673,884

Liabilities

Deposits from Banks 25.1 13,869,813 3,313,720 Deposits from customers 25.2 136,466,747 121,121,559 Provisions 26 437,886 291,136 -Other liabilities 27 4,743,329 2,149,517 Total liabilities 155,517,775 126,875,932

EquityShare capital 28 20,615,272 20,615,272 Regulatory reserve 11,455 - General risk reserve 780,919 721,166 Accumulated profit 1,898,334 2,461,513

Total equity 23,305,980

23,797,951

Total liabilities and equity 178,823,755 150,673,883

These financial statements were authorized for issue by the Board of Directors on 30th March 2019, and were signed on behalf of the Board of Directors by: -

Prof. Marcellina M. Chijoriga – Ag. Chairperson Date

Ms. Uphoo Swai- Board Member Date

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 39

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1,44

2,90

1-

1,44

2,90

1Tr

ansf

er to

(from

) reg

ulat

ory

rese

rve*

*92

8,98

9-

(928

,989

)-

Tran

sfer

to(fr

om) g

ener

al re

serv

e*(6

6,66

6)66

,666

-Tr

ansa

ction

s w

ith

owne

rs:

Divi

dend

pay

men

t-

-(4

12,3

05)

(412

,305

)A

t 31

Dec

embe

r 20

1720

,615

,272

-2,

461,

513

721,

166

-23

,797

,951

*Gen

eral

risk

rese

rve

repr

esen

ts 1

% p

rovi

sion

char

ged

on a

ll pe

rfor

min

g lo

ans i

n lin

e w

ith re

gula

tory

requ

irem

ent o

f the

cen

tral

Ban

k.**

Regu

lato

ry re

serv

e re

pres

ents

the

surp

lus o

f loa

n pr

ovisi

on c

ompu

ted

as p

er T

he B

ank

of T

anza

nia

regu

latio

n ov

er th

e im

pairm

ent o

f Loa

ns a

nd

Ad

vanc

es to

cus

tom

ers a

s per

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rnati

onal

Fin

anci

al R

epor

ting

Stan

dard

(IFR

S).

Page 44: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

40Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

Notes 2018 2017 TZS’000’ TZS’000’

Profit before tax 1,410,479 1,944,749Adjustments for:Depreciation of property and equipment 21 1,201,812 985,382 Amortization of intangible assets 22 151,843 164,069 Increase/Decrease change in provisions 146,750 49,500 Impairment and credit losses on loans and advances

19 2,480,560 333,436

Cash flow generated from operating profits before working capital changes

5,391,444 3,477,136

Changes in operating assets and liabilities:(Increase)/Decrease in statutory minimum reserve (1,279,356) 989,332Increase in loans and advances to customers

(19,710,869) (7,998,568)Decrease/(Increase) in other assets 615,255 (532,517)Increase in deposits from banks 10,556,092 2,882,353Increase in deposits from customers 15,345,188 18,565,154Decrease/(Increase) in other liabilities 2,293,812 (39,677)Increase in loans and advances to banks with maturity over three months (690,131) (375,893)Cash generated from operations 12,821,439 16,967,320

Income tax paid 14 (716,305) (308,072)

Net cash flows generated from operating activities 12,105,133 16,659,248Cash flows from investing activitiesEquity investment (500,000) -Investment in corporate bond (2,002,255) -Purchases of property and equipment 21 (1,712,069) (1,284,560)Purchase of intangible assets 22 (448,834) (92,470)Purchased of government security (12,276,686) (2,791,014)Net cash generated used in investing activities (16,939,847) (4,168,044)Cash flows from financing activitiesDividend paid (516,108) (340,030)Net cash flows used in from financing activities (516,108) (340,030)Increase in cash and cash equivalents (5,350,822) 12,151,174 Cash and cash equivalents at the beginning of the year

38,354,168 26,202,994

Cash and cash equivalents at the end of the year 29 33,003,346 38,354,168

Notes 1 to 5 provide general information, summary of significant accounting policies, financial risk management and critical accounting estimates and judgments. They have not been included in this report, but they appear in the audited financial statements for the year ended 31st December 2018.

Page 45: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 41

6. INTEREST AND SIMILAR INCOME 2018 2017TZS’000 TZS’000

Effective interest income:- Loans and advances to customers 19,654,625 16,007,895- Placements and balances with other banks 1,354,234 1,610,287- Discount earned and interest on government securities 2,761,604 1,833,489

23,770,463 19,451,6717. INTEREST EXPENSE

Time deposits 6,026,925 5,965,006Savings deposits 928,739 546,046Bank borrowing 556,620 16,106

7,512,284 6,527,1588. IMPAIRMENT CHARGE

Increase in impairment on loans (Note 19) 2,480,560 333,436Increase in impairment on other assets 11,501 617,000

2,492,061 950,4369. NET FEES, COMMISSION AND OTHER INCOME

Loan commitment fee 1,634,168 1,619,677Service charges 279,862 294,463Withdrawal fees 142,840 154,845Commission on Western Union Transfers 16,784 8,586Commission charged on transfers 41,209 38,015Commission on ATM withdrawal charges 44,459 48,258Other fees and commissions 561,812 262,168

2,721,134 2,426,01110. NET TRADING INCOME

Foreign currency translation gains 490,762 383,407Foreign currency translation loss (43,359) -

447,403 383,40711 PERSONNEL EXPENSES

Wages and salaries 4,983,281 3,987,438Pension and retirement benefits 498,227 394,521Other staff costs 1,531,590 1,337,755

7,013,098 5,719,714

Page 46: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

42Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

12. DEPRECIATION AND AMORTIZATION 2018 2017TZS’000 TZS’000

Depreciation of property and equipment (Note 21) 1,205,130 829,147Amortization of intangible assets (Note 22) 151,843 164,069

1,356,973 1,150,451

13. GENERAL AND ADMINISTRATIVE EXPENSES

Auditors’ remuneration 70,000 108,966 Professional fees 183,947 67,045 Directors’ emoluments 72,869 10,538 Communication cost 392,110 569,796 Travelling and accommodation 371,623 186,511 Local authority service charges 90,433 115,818 Maintenance cost software 266,897 244,810 ATM management fees 272,005 361,742 Occupancy costs 1,260,749 1,188,725 Maintenance cost motor vehicle 31,215 26,072 Insurance cost 218,396 164,604 Marketing and advertising cost 612,102 539,573 Training cost 144,005 180,795 Security cost 250,689 238,246 Financial charges 311,842 53,014 Printing and stationaries 383,690 278,671 Repairs and maintenance of office equipment 354,844 437,750 Excise duty on commissions 280,390 119,892 Other operating cost* 1,586,299 1,077,010

7,154,105 5,969,581

*- Other operating costs includes, office expenses publications, donations, and miscellaneous expenses.

14. INCOME TAX EXPENSE

a) The tax charge for the year is arrived at as follows: Current income tax – current period 668,329 581,760 Deferred income tax – current period (Note 23) (63,895) (79,911)

604,434 501,849

Page 47: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 43

2018 2017

TZS’000 TZS’000

The tax on the Bank’s profit before tax differs from the theoretical amount that would arise using the basic tax rate as follows:Profit before tax 1,410,479 1,944,749

Tax calculated at a tax rate of 30% (2017:30%) 423,144 581,761Tax effect of: Disallowed expenses for tax purposes* 170,774 (76,427) Depreciation on non-qualifying assets 10,516 3,485

604,434 501,849

(b) Current income tax (recoverable)/ payable

Opening balance 1 January (454,636) (733,325)Payments made during the year (716,305) (308,072)Amount utilised to set off tax other liabilities 423,674 -Charge to profit or loss 668,329 581,761Closing balance 31 December (78,938) (454,636)

*-Disallowed expenses for tax purposes includes entertainment and other related costs.

15. CASH AND BALANCES WITH THE BANK OF TANZANIA

Cash in hand 5,833,369 4,949,989Balance with The Bank of Tanzania 2,227,430 2,050,986Statutory Minimum Reserve (SMR)* 9,418,164 8,138,808

17,478,962 15,139,783

*- In accordance with Section 44 of the Bank of Tanzania Act, 2006 and Sections 4 and 71 of the Banking and Financial Institutions Act, 2006; the Bank is required to maintain Statutory Minimum Reserves (SMR) on its total deposit liabilities and funds borrowed from the general public.

The SMR deposit is not available to finance the Bank’s day-to-day operations and is hence excluded from cash and cash equivalents for the purpose of the statement of cash flows (see Note 29). Cash in hand and balances with The Bank of Tanzania and SMR are non-interest bearing.

16. LOANS AND ADVANCES TO BANKS 2018 2017

TZS’000’ TZS’000’

Balances with other Banks 9,000,530 6,264,204 Cheques in the course of collection with other banks 37,235 (55,054)Money market placements 15,904,782 25,144,044

24,942,547 31,353,194

Page 48: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

44Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

The

tabl

e be

low

show

s the

cre

dit q

ualit

y an

d th

e m

axim

um e

xpos

ure

to c

redi

t risk

bas

ed o

n th

e Ba

nk’s

inte

rnal

cre

dit r

ating

syst

em a

nd y

ear-e

nd st

age

clas

sifica

tion.

The

am

ount

s pr

esen

ted

are

gros

s of

impa

irmen

t allo

wan

ces.

Det

ails

of th

e Ba

nk’s

inte

rnal

gra

ding

sys

tem

are

exp

lain

ed in

Not

e 3

and

polic

ies o

n EC

L al

low

ance

s cal

cula

tions

are

set o

ut in

Not

e 2.

2018

2017

Stag

e 1

Stag

e 2

Stag

e 3

Tota

lTo

tal

Inte

rnal

rati

ng g

rade

Perf

orm

ing:

Curr

ent c

ateg

ory

24,9

42,5

47-

-24

,942

,547

31,3

53,1

94Es

peci

ally

men

tione

d ca

tego

ry-

--

--

--

--

-N

on-p

erfo

rmin

g:-

-Su

bsta

ndar

d ca

tego

ry-

--

--

Doub

tful c

ateg

ory

--

--

-Lo

ss c

ateg

ory

--

--

-To

tal

24,9

42,5

47-

-24

,942

,547

31,3

53,1

94

Page 49: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 45

An a

naly

sis o

f cha

nges

in th

e gr

oss c

arry

ing

amou

nt a

nd th

e co

rres

pond

ing

ECL

allo

wan

ces i

n re

latio

n to

loan

s and

adv

ance

s to

bank

s is,

as f

ollo

ws:

Des

crip

tion

sSt

age

1St

age

2St

age

3 - - - - - - -

Tota

lG

ross

car

ryin

g am

ount

as

at 1

Janu

ary

2018

24,9

42,5

47-

24,9

42,5

47N

ew a

sset

s orig

inat

ed o

r pur

chas

ed-

--

Asse

ts d

erec

ogni

zed

or re

paid

(exc

ludi

ng w

rite

offs)

--

-Tr

ansf

er to

stag

e 1

--

-Tr

ansf

er to

stag

e 2

--

-Tr

ansf

er to

stag

e 3

--

-

Amou

nts w

ritten

off

--

-

At 3

1 D

ecem

ber

2018

24,9

42,5

47-

-24

,942

,547

Des

crip

tion

sSt

age

1St

age

2St

age

3To

tal

11,5

01

- - - - - - -

11,5

01

ECL

allo

wan

ce a

s at

am

ount

as

at 1

Janu

ary

2018

11,5

01-

-N

ew a

sset

s orig

inat

ed o

r pur

chas

ed-

--

Asse

ts d

erec

ogni

zed

or re

paid

(exc

ludi

ng w

rite

offs)

--

-Tr

ansf

er to

stag

e 1

--

-Tr

ansf

er to

stag

e 2

--

-Tr

ansf

er to

stag

e 3

--

-Im

pact

of y

ear e

nd E

CL c

harg

es(r

elea

ses)

dur

ing

the

year

.-

--

Reco

verie

s -

--

At 3

1 D

ecem

ber

2018

11,5

01-

-

Page 50: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

46Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

17. GOVERNMENT SECURITIES 2018 2017TZS’000’ TZS’000’

Treasury bills and bonds maturing within three months 7,122,063 -Treasury bills and bonds maturing after 3 months and above

20,671,236 15,516,614

27,793,299 15,516,614

18. INVESTMENT IN CORPORATE BOND-TMRC

Corporate bond maturing within 3 months - -Corporate bond maturing after 3 months and above 2,002,255 -

-2,002,255 -

19. LOANS AND ADVANCES TO CUSTOMERS

Analysis of loans to individualsCommercial 79,285,450 67,451,420Personal / individuals 3,674,199 4,127,930Salaried loans 13,804,766 10,583,137Advances to staff 106,613 145,845Net Interest receivable 7,380,886 2,915,336Gross loans and advances to customers 104,251,914 85,223,668Less:Provision for impairment (5,215,969) (3,418,033)

99,035,944 81,805,635Maturity analysisWith maturity of 3 months or less 11,680,295 9,207,946With maturity of between 3 months and 1 year 11,442,010 14,048,078With maturity of more than 1 year 75,913,639 61,967,643 99,035,944 85,223,667

Page 51: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 47

The

mov

emen

t in

allo

wan

ce fo

r im

pairm

ent o

f loa

ns a

nd a

dvan

ces b

y cl

ass i

s as f

ollo

ws;

2018

TZS’

000’

2017

TZS’

000’

Spec

ific

Portf

olio

Tota

lSp

ecifi

cPo

rtfol

ioTo

tal

At 1

Janu

ary

(2,9

31,2

83)

(478

,749

)

(3,4

18,0

32)

(4,1

50,1

39)

(450

,071

) (4

,600

,210

)Ad

just

men

t to

the

open

ing

bala

nce

(IFRS

9)

(1,1

06,3

26)

-(1

,106

,326

)-

--

Impa

irmen

t cha

rge

(2,4

69,0

58)

-(2

,480

,560

)(2

96,7

58)

(36,

678)

(333

,436

)W

rite

offs

1,78

8,94

9-

1,78

8,94

9 1

,515

,613

-

1

,515

,613

At 3

1 D

ecem

ber

1,98

2,30

9(4

78,7

49)

(5,2

15,9

69)

(2,9

31,2

83)

(486

,749

)

(3,4

18,0

32)

Page 52: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

48Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

19.

LO

AN

S A

ND

AD

VAN

CES

TO C

UST

OM

ERS

(CO

NTI

NU

ED)

The

tabl

e be

low

show

s the

cred

it qu

ality

and

the

max

imum

exp

osur

e to

cred

it ris

k ba

sed

on th

e Ba

nk’s

inte

rnal

cred

it ra

ting

syst

em a

nd y

ear-e

nd st

age

clas

sifica

tion.

The

am

ount

s pr

esen

ted

are

gros

s of

impa

irmen

t allo

wan

ces.

Det

ails

of th

e Ba

nk’s

inte

rnal

gra

ding

sys

tem

are

exp

lain

ed in

Not

e 3

and

polic

ies a

bout

whe

ther

ECL

allo

wan

ces c

alcu

latio

n ar

e se

t out

in N

ote

2:

2018

2017

Stag

e 1

Indi

vidu

alSt

age

2 In

divi

dual

Inte

rnal

rati

ng g

rade

Stag

e 3

Tota

lTo

tal

Perf

orm

ing:

Curr

ent

78,0

91,9

13-

-78

,091

,913

71,5

84,4

79Es

peci

ally

men

tione

d-

8,62

7,10

5-

6,70

7,63

55,

524,

991

Non

-per

form

ing:

-Su

b-st

anda

rd-

-4,

468,

652

4,46

8,65

21,

091,

584

Doub

tful

--

3,78

3,50

03,

783,

500

1,22

5,22

5Lo

ss-

-2,

145,

304

2,14

5,30

43,

763,

926

Tota

l78

,091

,913

8,62

7,10

510

,397

,456

99,0

35,9

4483

,190

,205

An a

naly

sis o

f cha

nges

in th

e gr

oss c

arry

ing

amou

nt a

nd th

e co

rres

pond

ing

ECL

allo

wan

ces i

s, a

s fol

low

s;

Stag

e 1

Indi

vidu

alSt

age

2 In

divi

dual

Stag

e 3

Tota

l

Gro

ss c

arry

ing

amou

nt a

s at

1 Ja

nuar

y 20

1837

,242

,643

40,1

88,3

465,

759,

215

83,1

90,2

05N

ew a

sset

s orig

inat

ed o

r pur

chas

ed21

,208

,206

1,37

3,94

7(3

15,1

22)

22,2

67,0

31Tr

ansf

ers t

o St

age

1-

--

-Tr

ansf

ers t

o St

age

2-

--

-Tr

ansf

ers t

o St

age

3-

--

-Am

ount

s writt

en o

ff-

--

-Fo

reig

n ex

chan

ge a

djus

tmen

ts67

0,43

1(1

,453

,744

)(4

22,0

09)

(1,2

05,3

23)

At 3

1 D

ecem

ber

2018

50,5

66,9

4640

,108

,549

5,02

2,08

410

4,25

1,91

3

Page 53: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 49

19.

LO

AN

S A

ND

AD

VAN

CES

TO C

UST

OM

ERS

(CO

NTI

NU

ED)

Stag

e 1

Indi

vidu

alSt

age

2 In

divi

dual

Stag

e 3

Tota

l

ECL

allo

wan

ce a

s at

1 Ja

nuar

y 20

1860

9,14

797

5,29

02,

939,

922

4,52

4,35

9N

ew a

sset

s orig

inat

ed o

r pur

chas

ed27

7,10

965

1,38

463

,388

991,

881

Asse

ts d

erec

ogni

zed

or re

paid

(exc

ludi

ng w

rite

offs)

(339

,073

)(1

48,9

67)

(1,0

48,1

73)

(1,5

36,2

13)

Tran

sfer

s to

Stag

e 1

--

--

Tran

sfer

s to

Stag

e 2

--

--

Tran

sfer

s to

Stag

e 3

--

--

Chan

ges i

n m

odel

s/ris

k pa

ram

eter

s23

2,60

5(4

44,5

49)

3,11

5,63

02,

903,

686

Amou

nts w

ritten

off

-(4

,982

)(1

,783

,967

)(1

,788

,949

)Fo

reig

n ex

chan

ge a

djus

tmen

ts(1

35,1

91)

145,

985

110,

412

121,

206

At 3

1 D

ecem

ber

2018

644,

597

1,17

4,16

13,

397,

212

5,21

5,97

0

Page 54: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

50Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

19.

LO

AN

S A

ND

AD

VAN

CES

TO C

UST

OM

ERS

(CO

NTI

NU

ED)

Com

mer

cial

Len

ding

Pers

onal

/ In

divi

dual

(Mic

ro)

Sala

ried

Loa

nsTo

tal

At 1

Janu

ary

2017

2,00

5,29

8.25

645,

648.

272,

120,

058.

294,

771,

004.

81Ad

ditio

nal p

rovi

sions

(170

,794

.81)

(170

,794

.81)

Char

ge fo

r the

yea

r14

0,14

6.29

45,1

23.0

714

8,16

6.64

333,

436.

00Re

cove

ries

-Am

ount

s writt

en o

ff(6

37,0

26.4

2)(2

05,1

04.1

6)(6

73,4

82.4

3)(1

,515

,613

.00)

At 3

1 D

ecem

ber

2017

1,33

7,62

3.31

4856

67.1

832

1,59

4,74

2.51

3,41

8,03

3.00

Mad

e up

of:

Indi

vidu

al im

pairm

ent

1,33

7,62

3.31

485,

667.

181,

594,

742.

513,

418,

033

Colle

ctive

impa

irmen

t-

--

-To

tal

1,33

7,62

3.31

485,

667.

181,

594,

742.

513,

418,

033

Gros

s am

ount

of l

oans

indi

vidu

ally

det

erm

ined

to b

e im

paire

d6,

209,

182

1,03

9,44

94,

357,

095

11,6

05,7

26

Page 55: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 51

19.

LO

AN

S A

ND

AD

VAN

CES

TO C

UST

OM

ERS

(CO

NTI

NU

ED)

The

tabl

e be

low

show

s the

ECL

cha

rges

on

finan

cial

inst

rum

ents

for t

he y

ear r

ecor

ded

in th

e in

com

e st

atem

ent:

Stag

e 1

Stag

e 1

Stag

e 2

Stag

e 2

Stag

e 3

Tota

lIn

divi

dual

Colle

ctive

Indi

vidu

alCo

llecti

ve

31

Dec

embe

r 20

18:

Loan

s and

adv

ance

s to

bank

s

1

1,50

1

-

-

-

-

1

1,50

1 Lo

ans a

nd a

dvan

ces t

o cu

stom

ers

77

9,78

8

6

04,4

33

3,8

06,0

59

-

- 5,

215,

969

Gove

rnm

ent s

ecur

ities

-

-

-

-

-

-Eq

uity

inve

stm

ents

-

-

-

-

- -

Loan

com

mitm

ents

-

-

-

-

- -

Tota

l im

pair

men

t lo

ss

791,

289

604,

433

3

,806

,059

-

-

5,

201,

782

31 D

ecem

ber

2017

:Sp

ecifi

cCo

llecti

ve (i

ndiv

idua

lly n

ot

sign

ifica

nt e

xpos

ure)

Colle

ctive

(Inc

urre

d bu

t no

t yet

iden

tifie

d)To

tal

Loan

s and

adv

ance

s to

bank

s7,

480

-7,

480

Loan

s and

adv

ance

s to

cust

omer

s2,

931,

283

-48

6,74

93,

418,

032

Tota

l on

bala

nce

shee

t ite

ms

2,93

8,76

3-

486,

749

3,42

5,51

2O

ff ba

lanc

e sh

eet i

tem

s-

--

-2,

938,

763

-48

6,74

93,

425,

512

Page 56: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

52Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

20. EQUITY INVESTMENTS 2018 2017TZS’000’ TZS’000’

Financial instruments through OCI:Umoja Switch Co. Ltd (unlisted) 539,000 39,000Total securities available-for-sale 539,000 39,000

In 2014 the Bank acquired ordinary shares in Umoja Switch Co. Ltd for TZS 39 million, being founder member of the Switch. The directors are of the view that the carrying value of the investment as at the statement of financial position date materially represents its fair value. In 2018 the bank acquired 308,261 shares of TMRC for TZS 500 million.

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 53

21.

PRO

PERT

Y A

ND

EQ

UIP

MEN

T Mac

hine

ry

and

Equi

pmen

t

Furn

itur

e,

fixtu

re a

nd

fitting

s

Com

pute

r an

d IT

equ

ipm

ent

Mot

or

vehi

cle

Leas

ehol

d im

prov

emen

t

Leas

ehol

d W

ork-

in-

Prog

ress

Tota

l

TZS

‘000

TZS

‘000

TZS

‘000

TZS

‘000

TZS

‘000

TZS

‘000

TZS

‘000

Cost

At 1

Janu

ary

2017

1,01

4,98

61,

201,

694

1,44

0,77

514

3,13

92,

295,

765

-6,

096,

359

Addi

tions

308,

264

62,1

3943

2,75

4-

481,

403

-1,

284,

560

At 3

1 D

ecem

ber

2017

1,32

3,25

01,

263,

833

1,87

3,52

914

3,13

92,

777,

168

-7,

380,

919

Addi

tions

310,

271

244,

236

473,

440

-89

,307

594,

814

1,71

2,06

9A

t 31

Dec

embe

r 20

181,

633,

522

1,50

8,06

92,

346,

969

143,

139

2,86

6,47

559

4,81

49,

092,

987

Dep

reci

ation

and

im

pair

men

tAt

1 Ja

nuar

y 20

1727

4,10

135

1,30

284

0,72

450

,695

1,54

4,36

1-

3,06

1,18

3Ch

arge

for t

he y

ear

138,

465

149,

286

340,

542

35,7

8532

1,30

4-

985,

382

At 3

1 D

ecem

ber

2017

412,

566

500,

588

1,18

1,26

686

,480

1,86

5,66

5-

4,04

6,56

5

Char

ge fo

r the

yea

r15

6,03

621

3,60

551

6,39

235

,785

279,

994

-1,

201,

812

At 3

1 D

ecem

ber

2018

568,

602

714,

193

1,69

7,65

812

2,26

52,

145,

659

-5,

248,

377

Net

boo

k va

lue

At 3

1 D

ecem

ber

2018

1,06

4,92

079

3,87

664

9,31

120

,874

720,

815

594,

814

3,84

4,61

0A

t 31

Dec

embe

r 20

1791

0,68

476

3,24

469

2,26

356

,659

911,

503

-3,

334,

353

Page 58: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

54Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

21.

PRO

PERT

Y A

ND

EQ

UIP

MEN

T (C

ON

TIN

UED

)

Mac

hine

ry a

nd

Equi

pmen

ts

Furn

itur

e,

fixtu

re

and

fitting

s

Com

pute

r an

d IT

eq

uipm

ents

Mot

or

vehi

cle

Leas

ehol

d im

prov

emen

tLe

aseh

oldW

ork-

in-P

rogr

ess

Tota

l

TZS

‘000

TZS

‘000

TZS

‘000

TZS

‘000

TZS

‘000

TZS

‘000

TZS

‘000

Cost

At 0

1 Ja

nuar

y 20

1660

2,88

81,

032,

443

1,17

6,92

319

1,34

61,

714,

176

-4,

717,

776

Adju

stm

ents

722

(6,5

67)

770

(48,

207)

-(5

3,28

2)Ad

ditio

ns41

1,37

617

5,81

826

3,08

2-

581,

589

-1,

431,

865

At 3

1 D

ecem

ber

2016

1,01

4,98

61,

201,

694

1,44

0,77

514

3,13

92,

295,

765

-6,

096,

359

At 0

1 Ja

nuar

y 20

171,

014,

986

1,20

1,69

41,

440,

775

143,

139

2,29

5,76

56,

096,

359

Addi

tions

308,

264

62,1

3943

2,75

4-

481,

403

1,28

4,56

0A

t 31

Dec

embe

r 20

171,

323,

250

1,26

3,83

31,

873,

529

143,

139

2,77

7,16

8-

7,38

0,91

9D

epre

ciati

on a

nd

impa

irm

ent

At 0

1 Ja

nuar

y 20

1617

4,01

221

1,40

860

7,82

863

,117

1,25

2,14

5-

2,30

8,51

0Ch

arge

for t

he y

ear

100,

184

139,

894

232,

896

35,7

8529

2,21

6-

800,

975

Adju

stm

ents

/Disp

osal

(95)

(48,

207)

(48,

302)

At 3

1 D

ecem

ber

2016

274,

101

351,

302

840,

724

50,6

951,

544,

361

-3,

061,

183

Dep

reci

ation

and

im

pair

men

tAt

01

Janu

ary

2017

274,

101

351,

302

840,

724

50,6

951,

544,

361

-3,

061,

183

Char

ge fo

r the

yea

r13

8,46

514

9,28

634

0,54

235

,785

321,

304

-98

5,38

2A

t 31

Dec

embe

r 20

1741

2,56

650

0,58

81,

181,

266

86,4

801,

865,

665

-4,

046,

565

Net

boo

k va

lue

At 3

1 D

ecem

ber

2017

910,

684

763,

244

692,

263

56,6

5991

1,50

3-

3,33

4,35

3A

t 31

Dec

embe

r 20

1674

0,88

585

0,39

260

0,05

192

,444

751,

404

-3,

035,

175

Page 59: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 55

22. INTANGIBLE ASSETS 2018 2017TZS’000’ TZS’000’

CostAt 1 January 1,103,781 1,037,364Addition 575,765 66,421Impairment (126,928) -

At 31 December 1,552,617

1,103,781

Accumulated amortizationAt 1 January 531,625 367,556Charge for the year 218,970 164,069Impairment (55,025) -

At 31 December 683,468 531,625

Net book value 869,146 572,156

23. DEFERRED INCOME TAX

At beginning of the year 748,838 668,926 Charge to profit or loss prior year 331,868 3,485 Charge to profit or loss current year (Note 14) 63,895 76,427

At end of the year 1,144,631 748,838

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56Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

Deferred income tax asset and deferred income tax credit to the profit or loss are attributed by the following items:

1 January Prior year adjustment

Credited/ (Charged) to

profit and loss

31 December

Deferred income tax asset

2018:Property and equipment 11,828 - 3,712 15,540General provisions 737,010 331,898 60,183 1,129,091

Net deferred income tax asset 748,838 331,898 63,895 1,144,631

Deferred income tax asset

2017:Property and equipment 41,319 (29,491) 11,828Impairment provisions 627,608 109,402 737,010

Net deferred income tax asset 668,927 79,911 748,838

24. OTHER ASSETS 2018 2017

TZS’000’ TZS’000’

Sundry debtors 332,417 513,074 Suspense account - 502,781Prepaid and other expenses 556,581 65,604 Inter-branch transactions - - Selcom Mkombozi mobile bank 50,919 6,290Imprest account 1,021 167,189Stock of stationaries 153,484 454,736

1,094,422 1,709,674

Current 1,094,422 1,709,675

Page 61: THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS · 2019-05-20 · THE TENTH ANNUAL GENERAL MEETING OF THE SHAREHOLDERS 25TH MAY, 2019 MKOMBOZI COMMERCIAL BANK PLC. 2 @MkomboziBankPlc

Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 57

25. DEPOSITS

25.1 DEPOSITS FROM BANKS Time deposits 12,173,739 3,000,000 Call Deposits 1,696,074 313,720

13,869,813 3,313,720

Current 1,696,074 3,000,000 Non-current 12,173,739 313,720

13,869,813 3,313,720

25.2 DEPOSITS FROM CUSTOMERSCurrent accounts 34,899,158 29,387,319Savings deposits 39,419,829 31,756,346Time deposits 62,147,760 59,977,894

136,466,747 121,121,559

Current 136,466,747

121,121,559Non-current - -

136,466,747

121,121,559

Deposits amounting to TZS 62.14 billion (2017: TZS 59.97 billion) are at fixed interest rates and the remaining deposits are at variable rates.

26. PROVISION 2018 2017TZS’000’ TZS’000’

GratuityAt 1 January 291,136 221,886Arising during the year 146,750 221,250Utilized during the year - (152,000)At 31 December 437,886 291,136

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58Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

27. OTHER LIABILITIES

Accruals 3,725,054 1,266,356 Accounts payable 155,583 492,711 Deferred fees 9,055 9,055 Sundry credit 853,637 381,395

4,743,329 2,149,517

Non-current 4,743,329 2,149,517

28. SHARE CAPITAL 2018 2017TZS’000’ TZS’000’

Authorised50,000,000 ordinary shares of TZS 1,000/= each 50,000,000 50,000,000

Issued and fully paid ordinary shares20,615,272 shares of TZS 1000/= each. (2017: 20,615,272 of TZS 1,000/= each) 20,615,272 20,615,272

29. CASH AND CASH EQUIVALENTSCash and balances with the Bank of Tanzania (exclud-ing SMR) (Note 15)

8,060,799

7,000,975 Loans and advances to Banks 24,942,547 31,353,193

33,003,346 38,354,1680. EARNINGS PER SHARE

Basic earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the Bank by the weighted average number of ordinary shares outstanding during the year. The calculation is based on:

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 59

2018 2017TZS’000 TZS’000

Profit attributable to ordinary shareholders 806,045 1,442,900

Number NumberWeighted average number of ordinary shares 20,615,272 20,615,272Basic earnings per share – TZS 39 70Diluted earnings per shareDiluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the Bank by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

2018 2017TZS’000 TZS’000

Attributable profit to ordinary shareholders 806,045 1,442,900

Number NumberWeighted average number of ordinary shares 20,615,272

20,615,272

Basic earnings per share – TZS 39 70

31. RELATED PARTY DISCLOSURE

The Bank is owned by Individuals (general public) (42%), Tanzania Episcopal Conference (TEC) (20%), and Church Institutions (Dioceses & other institutions) (28%) and Other Institutions (10%).

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60Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

A number of banking transactions are entered into with related parties in the normal course of business. These include loans to key management, Deposits from directors, key management personnel and director’s remuneration The volumes of related party transactions, outstanding balances at the year end and the related expenses and income for the year are as follows: -

31. RELATED PARTY DISCLOSURE (CONTINUED) 2018 2017

TZS’000’ TZS’000’Loans to key management personnel:Loans outstanding at the beginning of the year 284,074 403,552 Loan additions during the year 1,236,271 136,522 Loan repayments during the year 312,436 (256,000) Loans outstanding at the end of the year 1,023,834 284,074

83,053 54,007

Interest income earned from loans to key management personnel

Deposits from directors and key management personnel: Deposits at the beginning of the year 60,458 74,770Deposits received during the year 2,926,876 1,138,687Deposits repaid during the year (2,778,099) (1,152,999)

209,235 60,458

Key management compensationSalaries and other short-term benefits 1,440,000 859,000Post-employment benefits – Social security costs 144,000 85,900

1,584,000 944,900

Key management personnel are described as those persons having authority and responsibility for planning, directing and controlling the activities of the Bank, directly or indirectly including heads of department.

2018 2017TZS’000’ TZS’000’

Directors’ remuneration 72,869 10,538

The above balances relate to transactions entered into with the related parties are at an arm’s length in the ordinary course of business. These transactions are carried out on normal commercial terms and at prevailing market rates.

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 61

32. CONTINGENT LIABILITIES AND COMMITMENTS 2018 2017TZS’000’ TZS’000’

Capital commitmentsCapital expenditure that has been approved by the Board but not contracted for: 3,118,738 2,062,157

Commitments to extend credit and guarantees Commitments to extend credit represent contractual commitments to make loans and revolving credits. Commitments generally have fixed expiry dates, or other termination clauses. Since commitments may expire without being drawn upon, the total contract amounts do not necessarily represent future cash requirements. However, the potential credit loss is less than the total unused commitments since most commitments to extend credit are contingent upon customers maintaining specific standards.

32.1 OPERATING LEASE

32.1.1 Leases as lesseeDue within 1

yearDue within two to five

years

Total

TZS’000 TZS’000 TZS’000

31 December 2018:

Land and buildings 209,528 720,815 930,343209,528 720,815 930,343

31 December 2017:

Land and buildings 648,479 263,024 911,503 648,479 263,024 911,503

The Bank has entered into commercial leases for premises. These leases have an average life of between three and five years with renewal option included in the contracts. There are no restrictions placed upon the lessee by entering into these leases.

33. EVENTS AFTER THE REPORTING DATE

There were no conditions after the statement of financial position date that had material impact to the financial statements.

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62Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

BOARD OF DIRECTORS

Mr. Method Anatoli KashondaChairperson

Mr. George Rwezaura ShumbushoManaging Director

Mr. Marcellino KayomboDirector of the Board

Most Rev. Beatus KinyaiyaDirector of the Board

Mr. Ayoub MtafyaDirector of the Board

Rev. Fr. Raymond Saba Director of the Board

Mr. Robert MtendamemaDirector of the Board

Ms. Uphoo SwaiDirector of the Board

Prof. Marcellina Mvula ChijorigaDeputy Chairperson

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Mkombozi Commercial Bank PlcThe Tenth Annual General Meeting of the Shareholders 63

MANAGEMENT TEAM

Mr. George Rwezaura Shumbusho Managing Director

Mr. Dennis Frank KejoDirector of Finance and

Administration

Mr. Thomas EnockDirector of Internal Audit

Mr. Marcus MkiniDirector of Credit

Mr. Nwaka Godfrey MwabulamboDirector of Treasury

Mr. Baltazar Baltazar MbilinyiDirector of Legal Services /Company Secretary

Mr. Yordan MwitalemaDirector of ICT

Mr. Sylivester Remmy Kasikila Director of Operations

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64Mkombozi Commercial Bank Plc

The Tenth Annual General Meeting of the Shareholders

St. Joseph’s BranchPlot No.40, Mansfield Street, Behind St. Joseph’s CathedralP. O. Box 38448, Dar es Salaam, TanzaniaTel: +255 22 2137806/7Fax: +255 22 213780775

Mwanza BranchNyerere Road, near BOTP. O. Box 11923, Mwanza, TanzaniaTel: +255 28 2500936/ +255 28 2500916Fax: +255 28 2500935

Msimbazi BranchKawawa Road, Msimbazi CentreP.O. Box 40030, Dar es Salaam, TanzaniaTel: +255 22 2203243/4Fax: +255 22 2203245

Kariakoo BranchAggrey Street, near Uhuru Primary SchoolP.O. Box 38429, Dar es Salaam, TanzaniaTel: +255 22 2182012/ 2182025Fax: +255 22 2180088

Moshi BranchUpinde Street/Kibo Road, Christ The King CathedralP. O. Box 9, Moshi, TanzaniaTel: +255 27 2751441/ +255 2751455Fax: +255 27 2751421

Bukoba BranchPlot No.190, Jamhuri Road, Opposite Police StationP.O. Box 1137, Bukoba, TanzaniaTel: +255 28 2220156/ +255 28 2220159Fax: +255 28 2220153,

Tegeta BranchAlongside Bagamoyo Road, Tegeta DarajaniWithin GdB Social CenterP.O. Box 38448, Dar es Salaam, TanzaniaTel:+255 22 2630742

Morogoro BranchOld Dar es Salaam RoadOpposite Morogoro Referral HospitalBishop Adrian Mkoba Memorial BuildingPlot No. 118/1 & 118/2P.O. Box 2648, Morogoro, TanzaniaTel: +255 23 2934192/ 3

Dodoma BranchNyerere road, Plot No: 2P.O. Box 1740, Dodoma, TanzaniaSimu: +255 26 2323437

Iringa BranchDodoma Road, Plot No: 357 Block 1 B,At RUCU CampusP. O. Box 613,Iringa, TanzaniaTel: +255 26 2702316/7

Toll free 0800 750 040

www.mkombozibank.co.tz

@MkomboziBankPlc