usd 30,000,000 medium term note programme ......agent and payment agent debt sponsor reporting...

Lynton - EdwardsS t o c k b r o k e r S

GetBucks Financial Services Limited (“GetBucks Zimbabwe” or the “Issuer”)

Incorporated in Zimbabwe on 17 January 2012 and converted to a public company limited by shares on 4 November 2015

(Registration number 322/2012)

USD 30,000,000 MEDIUM TERM NOTE PROGRAMME MEMORANDUM

Prepared and issued in terms of the Debt Listings Requirements of the Zimbabwe Stock Exchange (“ZSE”) and of the requirements in the Companies Act (Chapter 24:03)

Lead Arranger

Transfer Secretary, Calculation Agent and Payment Agent

Debt Sponsor

Reporting Accountant and Independent Auditor Legal Advisor and Trustee

Under this USD 30,000,000 Medium Term Note Programme (“Programme”) pursuant to the Programme Memorandum dated 12 April 2017 the Issuer subject to compliance with all the relevant laws and regulations and any changes made thereto from time to time issues Notes as described herein.

Any Notes issued under the Programme on or after the date of this Programme Memorandum are subject to the provisions described herein. This Programme Memorandum does not affect any Notes issued before the date of this Programme Memorandum. This Programme Memorandum will apply to the Notes issued under the Programme in an aggregate outstanding amount which will not exceed USD 30,000,000 unless such amount is increased by the Issuer as described more fully in the section of this Programme Memorandum headed (General Description of the Programme).

This Programme Memorandum has been approved by the ZSE and the Notes will be listed on the ZSE. The applicable terms of any Tranche of Notes will be agreed by the Issuer prior to the issue of the Notes and will be set out in the Terms and Conditions incorporated by reference into the Notes, as modified and supplemented by the Applicable Pricing Supplement.

GETBUCKS FINANCIAL SERVICES LIMITED DATE OF ISSUE: WEDNESDAY 12 APRIL 2017

1GETBUCKS FINANCIAL SERVICES LIMITED

CORPORATE INFORMATION AND ADVISORS

Issuer GetBucks Financial Services LimitedGround Floor, MIPF House5 Central AvenueHarareZimbabwe

Company SecretaryPaul SokoGround Floor, MIPF House5 Central AvenueHarareZimbabwe

Lead Arranger KPMG Advisory (Private) LimitedMutual Gardens100 The Chase (West)Emerald HillHarareZimbabwe

Debt SponsorLynton-Edwards Stockbrokers (Private) Limited(Member of the ZSE)129 Kwame Nkrumah AvenueHarareZimbabwe

Reporting Accountant and Independent Auditor PricewaterhouseCoopers Chartered Accountants (Zimbabwe)Building No 4, Arundel Office ParkNorfolk Road, Mount PleasantHarareZimbabwe

Legal Advisor and TrusteeHoney & Blanckenberg Legal Practitioners200 Herbert Chitepo AvenueHarareZimbabwe

Transfer Secretary, Calculation Agent and Paying AgentFirst Transfer Secretaries (Private) LimitedNo. 1 Armagh AvenueOff Enterprise Road, EastleaHarareZimbabwe

Date of incorporation 17 January 2012

Place of incorporationHarare

GETBUCKS FINANCIAL SERVICES LIMITED 2

CONTENTS

CORPORATE INFORMATION AND ADVISORS 1

DEFINITIONS 3

GENERAL 16

DOCUMENTS INCORPORATED BY REFERENCE AND SUPPLEMENTARY DOCUMENTS 18

SALIENT FEATURES 20

TERMS AND CONDITIONS OF THE NOTES 22

DESCRIPTION OF THE ISSUER 43

RISK FACTORS FACING THE ISSUER AND ITS BUSINESS 55

TAXATION 59

EXCHANGE CONTROL 60

FINANCIAL AND LEGAL INFORMATION 61

GENERAL INFORMATION 62

ANNEXURE 1: PROFORMA OF APPLICABLE PRICING SUPPLEMENT 64

ANNEXURE 2: GETBUCKS ZIMBABWE FINANCIAL INFORMATION 70

ANNEXURE 3: APPLICATION FORM 111


DEFINITIONS

In this Programme Memorandum the following definitions apply, unless the context indicates otherwise, the words in the first column hereunder have the meanings stated opposite them in the second column, words in the singular shall include the plural and vice versa and words importing natural persons shall include juristic persons, whether corporate or incorporate and vice versa and all monetary values unless expressly stated otherwise are in United States dollars and cents.

“Agency Agreement” the agreement for the appointment of an agent by the Issuer including Transfer Secretary, Calculation Agent and Paying Agent as the case may be or any other agency arrangement as appointed from time to time;

“Application Form” the application form substantially in the form “Application Form” as set out in Annexure 3 in this Programme Memorandum which has to be completed by the prospective Noteholder(s) in order to subscribe and be issued Notes;

“Applicable Pricing Supplement” the pricing supplement issued in relation to a Series of Notes, substantially in the form “Pro Forma of Applicable Pricing Supplement” as set out in this Programme Memorandum. This will be issued as an annexure to this Programme Memorandum and will give details of the particular Series and the terms and conditions applicable to each Note in the Series in so far as the terms and conditions are different from these Terms and Conditions;

“Applicable Laws” in relation to any person, all and any statutes and subordinate legislation and common law, regulations, ordinances and by laws, directives, codes of practice, circulars, guidance notices, judgments and decisions of any competent authority, or any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and other similar provisions, from time to time, compliance with which is mandatory for that person, including but not limited to the Debt Listings Requirements of the ZSE and the Companies Act [Chapter 24:03];

“Applicable Procedures” the rules and operating procedures for the time being of the CDCL, the Participant and the Debt Listings Requirements of the ZSE;

“Arranger(s)” KPMG Advisory (Private) Limited in their capacity as Lead Arrangers or such person or entity specified in the Applicable Pricing Supplement as the Arranger(s) or such other party that might be appointed from time to time, as detailed in the Applicable Pricing Supplements;

“Assets” the total amount of the consolidated gross assets of the Issuer as shown in the latest published audited consolidated balance sheet of the Issuer, but adjusted for contingencies and subsequent events in such manner as the directors of the Issuer, the auditors of the Issuer or a liquidator of the Issuer (if applicable) may determine;

“Authorisation” an authorisation, consent, approval, resolution, license, exemption, filing, registration or notarisation;

“Books Closed Period” 10 business days prior to each Interest Payment Date that is payable every year until the Redemption Date, or such other period(s) as the Issuer may determine in the Applicable Pricing Supplement and during which period the Transfer Secretary will not record any transfer of Notes in the Register, as specified in the Applicable Pricing Supplement;

“Board” collectively the Directors of the Issuer as specified under the section headed “Description of the Issuer”;

“Brainworks Limited” Brainworks Limited, a public company registered in Mauritius with a Category 1 Global Business license and registration number 115883 C1/GBL, operating as an investment holding, consultancy and corporate advisory company. Brainworks Limited was incorporated on 22 April 2013;


“Brainworks Zimbabwe” Brainworks Capital Management (Private) Limited, a private company registered in Zimbabwe with registration number 523/2011, operating as an investment holding and advisory company. Brainworks Capital Management (Private) Limited was incorporated on 26 January 2011 and holds 31.14% in GetBucks Zimbabwe directly, and indirectly;

“Business Day” a day (other than a Saturday or Sunday or public holiday in Zimbabwe) which is a day on which commercial banks settle payments in Zimbabwe;

“Business Day Convention” a Business Day of an Interest Payment Date as provided in Condition 7.3 (Business Day Convention);

“Calculation Agent” in relation to a Series, First Transfer Secretaries (Private) Limited or such person or entity specified in the Applicable Pricing Supplement as the Calculation Agent;

“Calculation Period” this relates to the time for which interest is payable to the noteholder;“CDCL” the Chengetedzai Depository Company Limited, a company with limited

liability duly incorporated in accordance with the laws of Zimbabwe, and operates as a central depository to the ZSE, or such additional, alternative or successor central securities depository as may be agreed between the Issuer and the Arranger(s) licenced by SECZ under the Securities and Exchange Act [Cap 24:25];

“Certificate” and “Certificated Note (s)” a registered Note issued by the Issuer in accordance with the section headed “Form of the Notes” and issued by way of physical securities certificate;

“Class of Noteholders” the holders of a Series of Notes or, where appropriate, the holders of different Series of Notes;

“Clearing and Settlement” each Tranche of Notes held in the CDCL will be issued, cleared and settled in accordance with the Applicable Procedures through the electronic settlement system of the CDCL;

“Change of Control” a change in the control of the Issuer as provided in Condition 9.4.5.2 (Change of Control);

“Change of Control Event” an event that constitutes a Change of Control as provided in Condition 9.4.2 (Change of Control Event);

“Change of Control Notice” a notice to the effect that a Change of Control Event has occurred as provided in Condition 9.4.3 (Change of Control Notice);

“Companies Act” the Companies Act (Chapter 24:03) as amended from time to time; “Concurrent claims” all unsubordinated, unsecured claims of creditors of the Issuer;“Condition” the terms and conditions of the Notes as set out in the section of

this Programme Memorandum headed “Terms and Conditions of the Notes”. The Applicable Pricing Supplement may specify other terms and conditions (which may replace, modify or supplement the Terms and Conditions) in relation to specific terms and conditions of the Notes of any Tranche or Series of Notes issued;

“Cross-Default” an Event of Default as set out in in Condition 11.1.3 (Cross- Default); “Currency” United States Dollar, USD or any other currency as specified in the

Applicable Pricing Supplement;“Day Count Fraction” in relation to a Series (where applicable) and the calculation of an

amount for any period of time (the “Calculation Period”), the day count fraction specified as such in the Terms and Conditions or the Applicable Pricing Supplement and:(a) if “Actual/365” or “Act/365” is so specified, means the actual

number of days in the Interest Period in respect of which payment is being made divided by 365 (or, if any portion of the Interest Period falls in a leap year, the sum of (i) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (ii) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);


(b) if “Actual/Actual (ICMA)” is so specified, means:1. where the Calculation Period is equal to or shorter than the

Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and

2. where the calculation Period is longer than one Regular Period, the sum of:a. the actual number of days in such Calculation Period

falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and

b. the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods normally ending in any year;

(c) if “Actual/Actual” or “Actual/Actual (ISDA)” is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);

(d) if “Actual/365 (Fixed)” is so specified, means the actual number of days in the Calculation Period divided by 365;

(e) if “Actual/360” is so specified, means the actual number of days in the Calculation Period divided by 360;

(f) if “30/360”, “360/360” or “Bond Basis” is so specified, means the number of days in the Calculation period divided by 360, calculated on a formula basis as follows:Day Count Fraction =

where:“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;“Y2” is the year, expressed as a number, in which the first day immediately following the last day included in the Calculation Period falls;“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

“M2” is the calendar month, expressed as a number, in which the first day immediately following the last day included in the Calculation Period falls;“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and“D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;


(g) if “30E/360” or “Eurobond Basis” is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:Day Count Fraction =

where:“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;“D1” is the first calendar day, expressed as a number, of the Calculation Period unless such number would be 31, in which case D1 will be 30; and“D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period unless such number would be 31, in which case D2 will be 30;

(h) if “30E/360 (ISDA)” is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:Day Count Fraction =

where:“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;“D1” is the first calendar day, expressed as a number, of the Calculation Period unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and“D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30;

“Dealer(s)” a Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis, subject to the Issuer’s right to terminate the appointment of any Dealer;

“Debt Sponsor” Lynton-Edwards Stockbrokers (Private) Limited, a member of the ZSE acting as the Debt Sponsor to the Programme, or such other party whom might be appointed from time to time;


“Default Rate” the default rate as specified in the Applicable Pricing Supplement;“Denomination of Notes” Notes will be issued at any time, subject to a minimum denomination

(as determined in the Applicable Pricing Supplement), in consistent and equal denominations as may be agreed by the Issuer and as indicated in the Applicable Pricing Supplement;

“Director(s)” a Director or Directors of the Issuer as specified under the section headed “Description of the Issuer”;

“Disposal” a sale, transfer, grant, lease or other disposal (whether voluntary or involuntary);

“Early Redemption Amount” in relation to a Tranche of Notes, the amount, as set out in Condition 9.5 (Early Redemption Amounts), at which the Notes will be redeemed by the Issuer, pursuant to the provisions of Conditions 9.2 (Redemption for Regulatory and/or Tax Reasons), Condition 9.3 (Redemption at the Option of the Issuer), Condition 9.4 (Redemption in the event of Change of Control) and/or Condition 11 (Events of Default);

“Early Redemption Event” an event in which the Notes will be redeemed by the Issuer pursuant to the provisions of Conditions 9.2 (Redemption for Regulatory and/or Tax Reasons), Condition 9.3 (Redemption at the Option of the Issuer), Condition 9.4 (Redemption in the event of Change of Control) and/or Condition 11 (Events of Default);

“Encumbrances” any mortgage, pledge, lien, hypothecation, assignment, cession in securitatem debiti, deposit by way of security or any other agreement or arrangement (whether conditional or not and whether relating to existing or to future assets), having the effect of providing a security interest to a creditor or any agreement or arrangement to give any form of a secured claim to a creditor but excluding statutory preferences and any security interest arising by operation of law;

“Event of Default” an event of default by the Issuer as set out in Condition 11 (Events of Default);

“Extraordinary Resolution” a resolution passed at a meeting (duly convened) of the Noteholders or a Class of Noteholders, as the case may be, as contemplated in Condition 17 (Trust, Trustee and Meetings of Noteholders) by a majority consisting of not less than 75% (seventy-five percent) votes at such meeting upon a show of hands or if a poll be duly demanded then by a majority consisting of not less than 75% (seventy-five percent) of the votes given on such poll;

“Exchangeable Notes” notes which may be redeemed by the Issuer in the manner indicated in the Applicable Pricing Supplement by the delivery to the Noteholders of cash or of so many of the Exchangeable Securities as is determined in accordance with the Applicable Pricing Supplement;

“Exchange Notice” the notice to the Participant as provided in Condition 12.1 (Exchange of Uncertificated Notes);

“Exchange Period” in relation to a Tranche of Exchangeable Notes to which the Noteholders’ Exchange right applies (as indicated in the Applicable Pricing Supplement), the period indicated in the Applicable Pricing Supplement during which such right may be exercised;

“Exchangeable Price” in relation to a Tranche of Exchangeable Notes, the amount determined in accordance with the manner described in the Applicable Pricing Supplement, according to which the number of Exchangeable Securities which may be delivered in redemption of Exchangeable Notes will be determined;

“Exchangeable Securities” in relation to a Tranche of Exchangeable Notes, the securities indicated in the Applicable Pricing Supplement which may be delivered by the Issuer in redemption of the Exchangeable Notes to the value of the Exchangeable Price;

“Final Broken Amount” in relation to a Tranche of Notes, the final broken amount specified as such in the Applicable Pricing Supplement;


“Final Redemption Amount” in relation to a Tranche of Notes, the Principal Amounts specified in the Applicable Pricing Supplement payable in respect of such Tranche of Notes upon the Maturity Date;

“Financial Exchange” the ZSE, subject to Applicable Laws, and upon which the Notes are listed as specified in the Applicable Pricing Supplement;

“First Interest Payable” the first amount of interest payable in respect of the Nominal Amount of the Notes as specified in the Applicable Pricing Supplement;

“Fiscal Agent” the collective term used for the calculation and paying agent;“Fixed Rate of Interest” Notes entitled to a fixed rate of interest as specified in the Applicable

Pricing Supplement;“Fixed Rate Notes” Notes which will bear interest at the Fixed Rate of Interest, as indicated

in the Applicable Pricing Supplement;“Fixed Interest Period” the six-monthly period or other period in which the interest is payable

on the Fixed Rate of Interest specified as such in the Applicable Pricing Supplement;

“Floating Rate Notes” Notes entitled to a floating rate of interest as specified in the Applicable Pricing Supplement;

“Floating Rate Business Day Convention” the Business Day Convention on the Interest Payment Date in respect of the Floating Rate Notes as provided in Condition 7.3.1 (Floating Rate Business Day Convention);

“Following Business Day Convention” the following day after the Business Day Convention as provided in Condition 7.3.2 (Following Business Day Convention);

“GetBucks Limited” GetBucks Limited, a company registered in Mauritius that owns 50.29% shareholding in GetBucks Zimbabwe;

“GetBucks Zimbabwe” GetBucks Financial Services Limited, a company incorporated in accordance with the Applicable Laws of Zimbabwe with company registration number 322/2012 and listed on the ZSE on 15 January 2016;

“Governing Law” the laws of the Republic of Zimbabwe in force from time to time;“Guarantee” the Programme allows for multiple tranches to be issued, some of

which may be issued to Noteholders, in the sole discretion of the Issuer, together with guarantees in respect of the relevant Notes, as described in Condition 19”;

“Higher Redemption Amount” in relation to a Series of Notes, the higher redemption amount specified as such in the Applicable Pricing Supplement;

“Indebtedness” in respect of the Issuer, any indebtedness in respect of monies borrowed from any third party lender and (without double counting) guarantees (other than those given in the ordinary course of business) given, whether present or future, actual or contingent, excluding any intra-group indebtedness due to any Subsidiary or holding company of the Issuer or to any other Subsidiary of the Issuer’s holding company;

“Index-Linked Notes” an Indexed Interest Notes and/or an Indexed Redemption Amount Notes, as applicable and as indicated in the Applicable Pricing Supplement;

“Indexed Interest Notes” Notes in respect of which the Interest Amount is calculated by reference to an index and/or a formula as indicated in the Applicable Pricing Supplement;

“Indexed Redemption Amount Notes” Notes in respect of which the Final Redemption Amount is calculated by reference to an index and/or a formula as may be indicated in the Applicable Pricing Supplement;

“Individual Certificates” a Note in the definitive registered form of a single certificate and being a certificate exchanged for an Uncertificated Note in accordance with section 10 (Exchange of Uncertificated Notes and Replacement of Individual Certificates) and any further certificate issued in consequence of a transfer thereof;

“Initial Broken Amount” in relation to a Tranche of Notes, the initial broken amount specified as such in the Applicable Pricing Supplement;


“Instalment Amount” in relation to a Tranche of Instalment Notes, the amount expressed (in the Applicable Pricing Supplement) as a percentage of the Nominal Amount of an Instalment Note, being an instalment of principal (other than the final instalment) on an Instalment Note;

“Instalment Dates” in relation to a Tranche of Instalment Notes, the dates specified as such in the Applicable Pricing Supplement;

“Instalment Notes” Notes issued on the same date but redeemed in Instalment Amounts by the Issuer on an amortised basis on different Instalment Dates, as indicated in the Applicable Pricing Supplement;

“Interest Commencement Date(s)” the date on which interest on a Note commences its accrual, as specified in the Applicable Pricing Supplement;

“Interest Determination Date” in relation to a Tranche of Notes, the date specified as such in the Applicable Pricing Supplement;

“Interest Period(s) or Interest Payment Date(s)” such period(s) or date(s) as the Issuer may agree and as indicated in the

Applicable Pricing Supplement;“Interest” Notes may be interest-bearing or non-interest bearing. Interest (if any)

may accrue at a fixed rate or a floating rate or other variable rate, and the method of calculating interest will be specified in the Applicable Pricing Supplement;

“Interest Amount” in relation to a Tranche of Notes, the amount of interest payable in respect of the Nominal Amount of Notes as specified in the Applicable Pricing Supplement;

“IT” information technology;“ISDA” the International Swaps and Derivatives Association Inc.;“ISDA Definitions” the 2006 ISDA Definitions published by ISDA (as amended,

supplemented, revised or republished from time to time) as specified in the Applicable Pricing Supplement;

“ISIN” the ISIN number allocated to an Uncertificated Note;“Issue Date” the date of issuance of a Note, as specified in the Applicable Pricing

Supplement;“Issue Price” in relation to a Tranche of Notes, the price specified as such in the

Applicable Pricing Supplement;“Issuer” GetBucks Financial Services Limited, a company incorporated in

accordance with the Applicable Laws of Zimbabwe with company registration number 322/2012;

“Last Day to Register” no later than 10 (ten) business days preceding a Relevant Date in respect of Notes on which the Register is closed for further transfer or entries until the payment date. Noteholders reflected in the Register on the relevant Last Day to Register shall be entitled to payments of interest and principal. The Last Day to Register shall always be a Friday, or the next Business Day, where the Friday is a public holiday in the Republic of Zimbabwe;

“Last Practicable Date” The last practicable date for the purposes of finalisation of this Placing Document, being Tuesday, 11 April 2017

“Legal Advisor” Honey & Blanckenberg Legal Practitioners or such party whom might be appointed from time to time;

“Listing and Trading” the Programme has been approved by the ZSE. Notes issued under the Programme will be listed on the ZSE. Notes may be issued in Uncertificated registered form and held and settled through the CDCL. This Programme Memorandum will be valid for listing and trading Notes on the ZSE;

“Listings Requirements” the debt listings requirements of the ZSE as amended from time to time;

“Mandatory Exchange” in relation to a Tranche of Notes, the mandatory exchange specified as such in the Applicable Pricing Supplement;

“Margin” in relation to a Tranche of Notes (where applicable), the margin specified as such in the Applicable Pricing Supplement;


“Material Change” a change in the business, operations or capital of the Issuer that would reasonably be expected to have a significant effect on the Issuer’s ability to meet its obligations under the Programme, including but not limited to, any change in applicable laws;

“Material Group Company” the Issuer and its subsidiaries which represents more than 15% (fifteen percent) of the assets of the Issuer;

“Maturity Date” in relation to a Tranche of Notes, the date specified as such in the Applicable Pricing Supplement;

“Maximum Rate of Interest” in relation to a Tranche of Notes, the maximum rate of interest specified as such in the Applicable Pricing Supplement;

“MFI” micro-finance institutions;“Minimum Denomination” denominations of not less than USD 10,000 or the equivalent Currency

in which the Notes shall be issued;“Minimum Rate of Interest” in relation to a Tranche of Notes, the minimum rate of interest specified

as such in the Applicable Pricing Supplement;“Minimum Redemption Amount” in relation to a Tranche of Notes, the minimum redemption amount

specified as such in the Applicable Pricing Supplement;“Minimum Subscription Amount” the aggregate Issue Price of a Tranche of Notes subscribed by a

Noteholder which should be a minimum amount of USD 10,000 or the equivalent Currency for every single purchase of Notes;

“Mixed Rate Notes” notes which will bear interest over respective periods at differing Interest Rates applicable to any combination of Fixed Rate Notes, Floating Rates Notes, Zero Coupon Notes, Index-Linked Notes or Other Notes, each as indicated in the Applicable Pricing Supplement and as more fully described in Condition 7.2.9 (Mixed Rate Notes);

“Modified Following Business Day Convention” the postponed Following Business Day Convention as provided in

Condition 5.3.3 (Modified Following Business Day Convention);“Nominal Amount” in relation to any Note, the total amount, excluding interest and any

adjustment on account of any formula, owing by the Issuer under the Note;

“Notes” The Notes comprise of the following:Exchangeable Notes Exchangeable Notes may be redeemed by the Issuer in cash or by the delivery of securities, as specified in the Applicable Pricing Supplement;Fixed Rate Notes Interest on Fixed Rate Notes will be payable in arrears on such date or dates as may be agreed by the Issuer as indicated in the Applicable Pricing Supplement, and will be calculated on the basis of such Day Count Fraction as may be specified in the Applicable Pricing Supplement;Floating Rate Notes Floating Rate Notes will bear interest calculated at a rate determined in accordance with the provisions of Condition 5.2 (Floating Rate Notes and Indexed Interest Notes) of the Terms and Conditions and as indicated in the Applicable Pricing Supplement. The Margin (if any) relating to such floating rate will be as indicated in the Applicable Pricing Supplement. Floating Rate Notes may also have a Maximum Rate of Interest, a Minimum Rate of Interest or both, as indicated in the Applicable Pricing Supplement. The Interest Period for Floating Rate Notes will be as indicated in the Applicable Pricing Supplement;Index-Linked Notes Payments (whether in respect of interest on Indexed Interest Notes or in respect of principal on Indexed Redemption Amount Notes and whether at maturity or otherwise) will be calculated by reference to such index and/or formula as the Issuer and the relevant Arranger(s) may agree, as indicated in the Applicable Pricing Supplement;


Instalment Notes The Applicable Pricing Supplement will set out the dates on which, and the amounts in which, Instalment Notes may be redeemed;Mixed Rate Notes Mixed Rate Notes will bear interest over respective periods at the rates applicable for any combination of Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes, Index-Linked Notes or Other Notes, each as specified in the Applicable Pricing Supplement;Partly Paid Notes The Issue Price will be payable in two or more instalments as set out in the Applicable Pricing Supplement;Zero Coupon Notes Zero Coupon Notes will be issued at a discount to their Nominal Amount and will not bear interest (except in the case of late payment as specified) as further indicated in the Applicable Pricing Supplement;or such combination of any of the foregoing or such other type of Notes as may be determined by the Issuer and specified in the Applicable Pricing Supplement;

“Noteholder” the holders of certified Notes as recorded in the Register being the CDCL and/or the holders of Individual Certificates respectively;

“Ordinary Resolution” a resolution passed at a meeting (duly convened) of the Noteholders or a Class of Noteholders, as the case may be, as contemplated in Condition 15 (Trust, Trustee and Meetings of Noteholders) holding in the aggregate not less than 50%+1(fifty percent plus one) of the votes as defined herein at such meeting upon a show of hands or if a poll be duly demanded then by 50%+1(fifty percent plus one) of the votes given on such poll;

“Optional Redemption Dates” in relation to a Tranche of Notes, the optional redemption date specified as such in the Applicable Pricing Supplement;

“Optional Redemption Amount” in relation to a Tranche of Notes, the optional redemption amount specified as such in the Applicable Pricing Supplement;

“Outstanding” in relation to the Notes, all the Notes issued under the Programme other than:(a) those which have been redeemed in full;(b) those in respect of which the Redemption Date in accordance

with the terms and conditions has occurred and the redemption moneys wherefore (including all interest (if any) accrued thereon to the date for such redemption and any interest (if any) payable under the terms and conditions after such date) remain available for payment against presentation of Individual Certificates (if any);

(c) those which have been purchased and cancelled as provided in Condition 7 (Redemption and Purchase);

(d) those which have become prescribed under Condition 10 (Prescription);

(e) those represented by mutilated or defaced Individual Certificates which have been surrendered in exchange for replacement Individual Certificates pursuant to Condition 10.1.2 (Exchange of Uncertificated Notes and Replacement of Individual Certificates);

(f) (for the purpose only of determining how many Notes are Outstanding and without prejudice to their status for any other purpose) those Notes represented by Individual Certificates alleged to have been lost, stolen or destroyed and in respect of which replacement Individual Certificates have been issued pursuant to Condition 10.1.2 (Exchange of Uncertificated Notes and Replacement of Individual Certificates),

provided that for each of the following purposes:(i) the right to attend and vote at any meeting of the Noteholders;


(ii) the determination of how many and which Notes are for the time being Outstanding for the purposes of Conditions 14 (Amendment of these Terms and Conditions) and 15 (Trust, Trustee and Meetings of Noteholders),

all Notes (if any) which are for the time being held by the Issuer (subject to any Applicable Law) or by any person for the benefit of the Issuer and not cancelled shall (unless and until ceasing to be so held) be deemed not to be Outstanding;

“Participant” a person accepted by the CDCL as a participant and who is approved by the ZSE, in terms of the Debt Listings Requirements of the ZSE, as a settlement agent to perform electronic settlement of funds and scrip;

“Party” a Party or any other person includes that person’s permitted successor, transferee, cessionary and/or delegate;

“Partly Paid Notes” notes which are issued with the Issue Price partly paid and which Issue Price is paid up fully by the Noteholder in instalments as indicated in the Applicable Pricing Supplement;

“Paying Agent” in relation to a Series, First Transfer Secretaries (Private) Limited or such person or entity specified in the Applicable Pricing Supplement as the Paying Agent;

“Permitted Encumbrances” (a) any Encumbrance existing as at the date of the Applicable Pricing Supplement; or

(b) any Encumbrance with regard to receivables of the Issuer which is created pursuant to any securitisation or like arrangement in accordance with normal market practice and whereby the Indebtedness is limited to the value of such receivable; or

(c) any Encumbrance with respect to inter-company Indebtedness incurred between the Issuer and any Subsidiary or between any Subsidiary; or

(d) any Encumbrance created over any asset owned, acquired, developed or constructed, provided that the Indebtedness so secured shall not exceed the bona fide market value of such asset or the cost of that acquisition, development or construction (including all interest and other finance charges, adjustments due to changes in circumstances and other charges reasonably incidental to such cost, whether contingent or otherwise) and where such market value or cost both apply, the higher of the two; or

(e) any Encumbrance over deposit accounts securing a loan equal to the amounts standing to the credit of such deposit accounts, including any cash management system; or

(f) any Encumbrance created in the ordinary course of business, which includes construction guarantees, over stock-in-trade, inventories, accounts receivable or deposit accounts; or

(g) any Encumbrance subsisting over any asset of any Subsidiary of the Issuer prior to the date of such entity becoming a Subsidiary of the Issuer and not created in contemplation of such entity becoming a Subsidiary of the Issuer and any substitute Encumbrance created over that asset (but in any such case the amount of the Indebtedness secured by such Encumbrance, may not be increased, save in the ordinary course of business as set out in sub-clauses (a) to (f) above; or

(h) in addition to any Encumbrance referred to in (a) to (g) above, any other Encumbrance which when aggregated provides a security interest to creditors in an aggregate value of not more than USD 50,000,000;

“Preceding Business Day Convention” the first preceding Business Day Convention as provided in Condition 5.3.4 (Preceding Business Day Convention);


“Principal Amounts” the amounts owing under the Notes including Interest and any adjustment on account of any formula owing by the Issuer under the Note;

“Programme” the USD 30,000,000 Medium Term Note Programme established in terms of this Programme Memorandum, as amended from time to time, under which the Issuer may from time to time issue Notes denominated in USD and having such maturity as may be agreed between the Issuer and the Arranger(s) as specified in the Applicable Pricing Supplement and, if listed, as approved by the ZSE or its successor and/or any other exchange or exchanges on which the Notes are to be listed;

“Programme Amount” the USD 30,000,000 aggregate amount of the Note;“Programme Date” the date of this Programme Memorandum being 12 April 2017;“Programme Memorandum” the Programme Memorandum dated 12 April 2017 which establishes

the Programme;“Rate of Interest” the rate of interest applicable to the relevant Notes, as set out in the

Applicable Pricing Supplement;“Rating” as at the Programme Date, this Programme has not been rated by any

rating agency. However, the Issuer may, at any time, obtain a rating by a rating agency for this Programme or any Tranche of Notes issued pursuant to this Programme;

“Rating Agency” Global Credit Rating Co. Proprietary Limited (GCR), Fitch Southern Africa Proprietary Limited (Fitch), Moody’s Investors Service Limited (Moody’s) as the case may be, and their successors or any other rating agency of equivalent international standing specified from time to time by the Issuer in the Applicable Pricing Supplement (if applicable) and/or notified to Noteholders pursuant to Condition 13 (Notices);

“Redemption” the Applicable Pricing Supplement relating to each Tranche of Notes will indicate whether or not the Notes can be redeemed prior to their stated Maturity Date Condition 7.1 (At Maturity), (other than in specified instalments, if applicable) or pursuant to the provisions of Conditions 7.2 (Redemption for Regulatory and/or Tax Reasons), Condition 7.3 (Redemption at the Option of the Issuer), Condition 7.4 (Redemption in the event of Change of Control) and/or Condition 9 (Events of Default) on such other notice period (if any) as is indicated in the Applicable Pricing Supplement, on a date or dates specified prior to such stated Maturity Date and at a price or prices and on such terms as are indicated in the Applicable Pricing Supplement. Notes shall become due and payable prior to stated Maturity Date upon the happening of an Event of Default as contemplated in Condition 9 (Events of Default);

“Redemption Date” in relation to a Tranche of Notes, the date upon which the Notes are redeemed by the Issuer, whether by way of Maturity Condition 9.1 (At Maturity) or pursuant to the provisions of Conditions 9.2 (Redemption for Regulatory and/or Tax Reasons), Condition 9.3 (Redemption at the Option of the Issuer),Condition 9.4 (Redemption at the Change of Control) and/or Condition 11 (Events of Default);

“Reference Banks” in respect of Notes, four leading banks in Zimbabwe inter-bank marked selected by the Calculation Agent;

“Reference Rate” in relation to a Tranche of Floating Rate Notes (where applicable), the rate specified as such in the Applicable Pricing Supplement;

“Registers” the register of Certificated Notes maintained by the Transfer Secretary and the electronic register maintained by the CDCL in respect of Uncertificated Notes and which such registers shall be reconciled and updated on a quarterly basis;

“Registrar” CDCL or Transfer Secretary


“Regular Period” (a) in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement Date to but excluding the first Interest Payment Date and each successive period from and including one Interest Payment Date to but excluding the next Interest Payment Date;

(b) in the case Notes where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where (Regular Date) means the day and the month (but not the year) on which any Interest Payment Date falls; and

in the case of Notes where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only be means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where (Regular Date) means the day and month (but not the year) on which any Interest Payment Date falls other than the Interest Payment Date falling at the end of the irregular Interest Period;

“Relevant Date” in respect of any payment relating to the Notes, the date on which such payment first becomes due;

“Relevant Screen Page” in relation to a Tranche of Notes (where applicable), the page, section or other part of a particular information service specified as the Relevant Screen Page in the Applicable Pricing Supplement, or such other page, section or other part as may replace it on that information service or such other information service, in each case, as may be nominated by the person providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Reference Rate;

“Requisition Notice” a notice requisitioned in writing by Noteholders holding at least 25% (twenty-five percent) of the aggregate Nominal Amount Outstanding of the Notes calling upon a meeting to be convened;

“Securities Accounts” the accounts held by the CDCL maintained by such Participants for the Noteholders;

“Series” a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series; and (ii) identical in all respects (including as to listing or non-listing) from the date on which such consolidation is expressed to take effect, except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices;

“Settlement Date” means Maturity Date;“SME” small and medium-sized enterprises; “Specified Currency” United States Dollar, (USD) or subject to all Applicable Laws, such

currency as is specified in the Applicable Pricing Supplement;“Specified Denomination” in relation to each Note in a Tranche of Notes, the denomination amount

specified as such in the Applicable Pricing Supplement;“Subordinated Indebtedness” in the event of the dissolution of the Issuer or if the Issuer is wound-up

or placed in liquidation or is subject to business rescue proceedings, any indebtedness of the Issuer, under which the right of payment of the person(s) entitled thereto is, or is expressed to be, or is required by any present or future agreement of the Issuer to be subordinated to the rights of all unsubordinated creditors of the Issuer;

“Sub-unit” with respect to any currency, the lowest amount of such currency that is available as legal tender in the country of such currency;

“Supplementary Documents” the documents to be incorporated in and to form part of the Programme Memorandum as provided in the section headed “Documents Incorporated by Reference and Supplementary Documents”;


“Supplementary Programme Memorandum” the Programme Memorandum that will be relating to a supplementary series with the date on which the Programme is established;

“Supplementary Trust Deed” any Supplementary Trust Deed entered into between the Trustee and the Issuer in respect of an issue of a different Tranche of Notes. Any Supplementary Trust Deed will be a supplement to the initial Trust Deed that established the Trust for Noteholders under the Programme, and will incorporate the terms of that Trust Deed;

“Terms and Conditions” the terms and conditions of the Notes as set out in the section of this Programme Memorandum headed “Terms and Conditions of the Notes”. The Applicable Pricing Supplement may specify other terms and conditions (which may replace, modify or supplement the Terms and Conditions) in relation to specific terms and conditions of the Notes of any Tranche or Series of Notes issued;

“Transfer Secretary” in relation to the first Tranche of Notes, First Transfer Secretaries (Private) Limited or such other person specified in the Applicable Pricing Supplement. The Transfer Secretary will maintain the Registers;

“Tranche” all Notes which are identical in all respects (including as to listing, interest payment dates, interest rates and dates of redemption);

“Trust” the Trust established by the Trust Deed, appointing the Trustee, with the aim of providing for the protection and enforcement of the rights and entitlements of Noteholders;

“Trustee” Honey & Blanckenberg Legal Practitioners or any other Trustee appointed from time to time;

“Trust Deed” the Trust Deed entered into between the Issuer and the Trustee;“Underwriting” the Programme is currently not underwritten, however in the event that

a Tranche is underwritten, particulars of such underwriting agreement shall be indicated in the Applicable Pricing Supplement;

“USD” or “$” the lawful currency of the United States of America, being American Dollars;

“Vote” means, on a show of hands every Noteholder present in person or by proxy or by duly authorised representative. Every Noteholder present in person or by proxy or by duly authorised representative shall have one vote for every Ten Thousand United States Dollars (USD10 000.00) of the principal amount then outstanding of the Notes of which he is the holder.

“Withholding Tax” the Issuer is a Zimbabwe resident for tax purposes and as at the Programme Date, the Issuer, in terms of section 34 of the Income Tax Act [Chapter 23:06] of Zimbabwe as amended from time to time, is obliged to withhold interest payments to non-resident Noteholders and resident Noteholders for paying such tax. In the event that such other deduction is required by law, then the Issuer will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction;

“Zero Coupon Note” notes that will not pay interest but will be traded at discount, providing a return at maturity when the note is redeemed for its full face value.

“ZSE” the Zimbabwe Stock Exchange, an organisation constituted in terms of the Securities and Exchange Act [Chapter 24:25].


GENERAL

Capitalised terms used in this section headed “General” shall bear the same meanings as used in the section headed “Definitions”, except to the extent that they are separately defined in this section or it is clearly inappropriate from the context.

The Issuer certifies that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made as well as that the Programme Memorandum contains all information required by law and the ZSE Debt Listings Requirements. The Issuer shall accept full responsibility for the accuracy of the information contained in the Programme Memorandum, Applicable Pricing Supplements and the annual financial report, the amendments to the annual financial report or any supplements from time to time, except as otherwise stated therein. This Programme Memorandum has been drawn up in compliance with the Companies Act [Chapter 24:03] and in accordance with the Debt Listings Requirements of the ZSE.

Where any term is defined within the context of any particular Condition or section in this Programme Memorandum, the term so defined, unless it is clear from the Condition or section in question that the term so defined has limited application to the relevant Condition or section, shall bear the meaning ascribed to it for all purposes in this Programme Memorandum, unless qualified by the Terms and Conditions of any particular Tranche of Notes as set out in the Applicable Pricing Supplement or unless the context otherwise requires.

The ZSE takes no responsibility for the contents of the Programme Memorandum, Applicable Pricing Supplements, or the annual report (as amended or restated from time to time) or the amendments to the annual report, makes no representation as to the accuracy or completeness of any of the foregoing documents and expressly disclaims any liability for any loss arising from or in reliance upon the whole or any part of Programme Memorandum, Applicable Pricing Supplements, or the annual report (as amended or restated from time to time) or the amendments to the annual report. The Issuer shall accept full responsibility for the accuracy of the information contained in the Programme Memorandum, Applicable Pricing Supplements, and the annual report or the amendments to the annual report, except as otherwise stated therein.

The Arranger(s), Legal Advisor and the Debt Sponsor, or any of their respective affiliates or other professional advisers named herein and the ZSE have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the Arranger(s), Legal Advisor and the Debt Sponsor, or any of their respective affiliates or other professional advisers named herein as to the accuracy or completeness of the information contained in this Programme Memorandum or any other information provided by the Issuer. The Arranger(s), Legal Advisor and the Debt Sponsor, or any of their respective affiliates or other professional advisers named herein do not accept any liability in relation to the information contained in this Programme Memorandum or any other information provided by the Issuer in connection with the Programme.

No person has been authorised to give any information or to make any representation not contained in or not consistent with this Programme Memorandum or any other information supplied in connection with the Programme and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Arranger(s), Legal Advisor and the Debt Sponsor, or any of their respective affiliates or other professional advisers named herein.

Neither this Programme Memorandum nor any other information supplied in connection with the Programme is intended to provide a basis for any credit or other evaluation, nor should it be considered as a recommendation by the Issuer or the Arranger(s) that any recipient of this Programme Memorandum or any other information supplied in connection with this Programme should purchase any Notes.

Each investor contemplating the purchase of any Notes should make its own independent investigation of the financial condition and affairs and its own appraisal of the creditworthiness of the Issuer.

Neither this Programme Memorandum nor any other information supplied in connection with the Programme constitutes an offer or invitation by or on behalf of the Issuer or the Arranger(s) to any person to subscribe for or purchase any Notes.


The delivery of this Programme Memorandum does not at any time imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other financial statements or other information supplied in connection with the Programme is correct as at any time subsequent to the date indicated in the document containing the same. The Arranger(s) expressly does not undertake to review the financial condition or affairs of the Issuer during the life of the Programme. Investors should review, inter alia, the most recent financial statements of the Issuer when deciding whether or not to purchase any Notes.

This Programme Memorandum does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Programme Memorandum and the offer or sale of Notes may be restricted by law in certain jurisdictions. None of the Issuer, Arranger(s) Legal Advisor and the Debt Sponsor or any of their respective affiliates or other professional advisers named herein represents that this Programme Memorandum may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such distribution or offering.

In particular, no action has been taken by the Issuer, the Arranger(s), Legal Advisor or the Debt Sponsor, or any of their respective affiliates or other professional advisers named herein which would permit a public offering of any Notes or distribution of this document in any jurisdiction outside of Zimbabwe where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly and neither this Programme Memorandum nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any Applicable Laws and the Issuers have represented that all offers and sales by it will be made on the same terms as this Programme Memorandum..With respect to different Series or Tranches of Notes, the respective Notes in a Series or Tranche, will be marketed before or after the Issue Date to specified persons or to clients of the Arranger(s) and/or Debt Sponsor or any other party assisting in the placing of the Notes (“Private Placement”) and also offered to the public generally which takes place immediately prior to the Notes being listed (“Public Offer”), subject to meeting the Debt Listings Requirements, as specifically set forth, and/or in relation to a Tranche of Notes, in the Applicable Pricing Supplement. Applications to subscribe for Notes may be accepted from persons who complete the Application Form which is incorporated as an annexure to this Programme Memorandum.

Prospective investors in the Notes of the Issuer as with any other listed security should ensure that they fully understand the nature of the Issuer’s operations, its valuation and the extent of their exposure to risks, and that they consider the suitability of the Issuer’s Notes as an investment in light of their own circumstances and financial position. In particular prospective investors should consider the risk factors contained within the section headed (Risk Factors facing the Issuer and the Business) on pages 50 to 53 prior to making any investment in the Notes. The ZSE’s approval of the listing of the Issuer’s Notes should not be taken in any way as an indication of the merits of the Issuer. The ZSE has not verified the accuracy and truth of the contents of the documentation submitted to it, and the ZSE accepts no liability of whatever nature for any loss, liability, damage or expense resulting directly or indirectly from the investment in the said instrument.

18 GETBUCKS FINANCIAL SERVICES LIMITED

DOCUMENTS INCORPORATED BY REFERENCE AND SUPPLEMENTARYDOCUMENTS’

Capitalised terms used in this section headed “Documents Incorporated by Reference and Supplementary Documents” shall bear the same meanings as used in the section headed “Definitions”, except to the extent that they are separately defined in this section or it is clearly inappropriate from the context.

1. The following documents shall be deemed to be incorporated in, and to form part of, this Programme Memorandum (hereinafter called the “Supplementary Documents”):

1.1. all amendment and/or supplements to this Programme Memorandum circulated by the Issuer from time to time including inter alia the Supplementary Programme Memorandum and the Applicable Pricing Supplement;

1.2. in respect of any issue of Notes under the Programme, the published annual financial statements (incorporating its audited annual financial statements, together with reports and the notes thereto) of the Issuer and attached to or intended to be read with such audited annual financial statements of GetBucks Zimbabwe for its three previous financial periods (30 June 2016, 2015, 2014) incorporated as Annexure 2 in the Programme Memorandum and also available free of charge at the registered office or principal place of business of the Issuer – Ground Floor, MIPF House, 5 Central Avenue, Harare, Zimbabwe , and on the website of the Issuer http://www.getbuckszw.com/ ;

1.3. the Applicable Pricing Supplement relating to any Tranche of Notes issued under the Programme and all information pertaining to the Issuer which is relevant to the Programme and/or this Programme Memorandum which will be electronically submitted through the ZSE Data Portal;

1.4. the Trust Deed which establishes the Trust and appoints the Trustee to administer the Trust for the benefit of the Noteholders, executed on the date of this Programme Memorandum;

1.5. the Deed of Guarantee executed in favour of the Trustee for and on behalf of Noteholders, in the event that a guarantee has been provided for in respect of a particular Tranche of Notes issued.save that any statement contained in this Programme Memorandum or in a Supplementary Document which is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Programme Memorandum to the extent that a statement contained in any Supplementary Documents which are deemed to be incorporated by reference herein modify or supersede such earlier statement (whether expressly, by implication or otherwise).

2. Whilst any Note remains Outstanding, the Issuer will provide without charge, to any person, upon request of such person, a copy of the Programme Memorandum and any of the Supplementary Documents which are incorporated herein by reference, unless such Supplementary Documents have been modified or superseded, in which case the modified or superseding documentation will be provided. Requests for such documents should be directed to the Issuer and the Transfer Secretary at their respective registered offices as set out in the section headed (Corporate Information) and/or the Applicable Pricing Supplement. In addition, the constitutive documents of the Issuer will be available at the registered office of the Issuer as set out at the end of this Programme Memorandum.

3. The Issuer will provide, free of charge, to each person to whom a copy of the Programme Memorandum has been delivered/provided electronically, upon request of such person, a copy of any of the Supplementary Documents deemed to be incorporated herein by reference, and which relate to a Tranche of Notes being subscribed for by such person, unless such documents have been modified or superseded in which case the modified or superseded documents will be supplied. Requests for such documents should be directed to the Issuer and the Transfer Secretary at their respective registered offices as set out in the section headed (Corporate Information) and/or the Applicable Pricing Supplement.

4. The Programme Memorandum, any amendments and/or supplements thereto, and the documents referred to in paragraphs 1.1 to 1.5 above will be available on the Issuer’s website, http://www.getbuckszw.com/


5. Whilst any Note remains Outstanding and listed on the ZSE, the Issuer will publish a Supplementary Programme Memorandum or a memorandum substantially on the same terms as this Programme Memorandum, as the case may be, if:

5.1. there is a Material Change which would affect the Issuer’s payment obligations thereunder; or

5.2. an event has occurred in terms of clause 5.1 which affects any matter contained in this Programme Memorandum, the disclosure of which would reasonably be required by the Issuer to the Noteholders and/or potential investors in the Notes; or

5.3. any of the information contained in this Programme Memorandum requires to be updated in terms of the Applicable Laws; or

5.4. this Programme Memorandum no longer contains all the information required by the Applicable Laws, provided that, in the circumstances set out in paragraphs 5.3 and 5.4 above, no Supplementary Programme Memorandum or programme memorandum which is substantially similar to this Programme Memorandum, as the case may be, is required in respect of the Issuer’s audited annual financial statements if such audited annual financial statements are within 6 (six) months after the financial year end of the Issuer.


SALIENT FEATURES

Capitalised terms used in this section headed “Salient Features” shall bear the same meanings as used in the section headed “Definitions”, except to the extent that they are separately defined in this section or it is clearly inappropriate from the context.

1. GENERAL DESCRIPTION OF THE PROGRAMME

Under this Programme, the Issuer may from time to time issue Notes denominated in USD or whatever legal currency is in use in Zimbabwe having such period of maturity/(ies) as may be determined by the Issuer and approved by the ZSE.

The applicable terms of any Tranche of Notes will be agreed by the Issuer prior to the issue of the Notes and will be set out in the Terms and Conditions incorporated by reference into the Notes, as modified and supplemented by the Applicable Pricing Supplement attached to the Certificates representing such Notes the applicable terms will be noted on the register of Noteholders as maintained by the Transfer Secretary.

A copy of the Applicable Pricing Supplement relating to a Tranche of Notes which is to be listed on the ZSE will be delivered to the ZSE from the date on which the Notes are listed on the ZSE.

This Programme Memorandum and any Supplementary Programme Memorandum will only be valid for the issue of Notes in an aggregate Nominal Amount which, when added to the aggregate Nominal Amount then outstanding of all the Notes previously or simultaneously issued under the Programme, does not exceed the Programme Amount.

From time to time the Issuer may wish to increase the Programme Amount. Subject to the Applicable Procedures and all Applicable Laws, the Issuer may, with the consent of Noteholders through a special resolution, increase the Programme Amount by delivering a notice thereof to the Noteholders in accordance with Condition 13 (Notices) of the Terms and Conditions and to the Arranger(s) and the ZSE. Upon such notice being given to the Noteholders, Arranger(s) and the ZSE, all references in this Programme Memorandum (and each agreement, deed or document relating to the Programme and/or this Programme Memorandum) to the Programme Amount will be deemed to be references to the increased Programme Amount set out in such notice.

The settlement of trades on the ZSE will take place in accordance with the electronic settlement procedures of the ZSE and the CDCL. The Issuer and the Programme are not rated as at the Programme Date, but may be rated by a Rating Agency, on a national or international scale basis after the Programme Date. A Tranche of Notes may, on or before the Issue Date, be rated by a Rating Agency on a national scale or international scale basis. The Applicable Pricing Supplement will reflect the Rating, if any, which has been assigned to the Issuer and/or the Programme and/or a Tranche of Notes, as the case may be, as well as the Rating Agency or Rating Agencies which assigned such Rating(s). This Programme Memorandum will only apply to Notes issued under the Programme on or after the Programme Date.

2. FORM OF NOTES

2.1 Notes issued in certificated form Currently all Notes listed on the ZSE will be issued in certificated form and will be held in the CDCL. The CDCL

maintains central Securities Accounts for Noteholders which will be opened by a Participant. Notes held in the CDCL will be indicated in the relevant Register as being owned or held by the Noteholder thereof.

The CDCL will hold each Tranche of Notes subject to the Applicable Laws and the Applicable Procedures. All amounts to be paid and all rights to be exercised in respect of Notes held in the CDCL will be paid to and may be exercised by the Noteholders

3. PROFORMA OF APPLICABLE PRICING SUPPLEMENT

Set out in Annexure 1, is the form of the Applicable Pricing Supplement which will be completed for each Tranche of Notes issued under the Programme.


4. USE OF PROCEEDS

The Issuer will use the proceeds of the Notes issued for the following purposes:

• Cost of Funding The Issuer intends to issue the Notes in order to re-finance the existing financing facilities and thereby reduce the

cost of funding. Currently the Issuer’s marginal cost of funding is 12.5% against a target cost of funding of 10% in the next three years and then to attain single digit cost of funding beyond that horizon.

• Expand Service and Product Offering Following the acquisition of the deposit taking microfinance banking license the Issuer intends to offer a wider

range of products and services with longer tenures, hence the need to increase tenure of its funding.


TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes to be issued by the Issuer which will be incorporated by reference into each Note. A Tranche of Notes will be issued on, and subject to, the below Terms and Conditions, as replaced, amended and/or supplemented by the terms and conditions of that Tranche of Notes set out in the Applicable Pricing Supplement. If there is any conflict or inconsistency between provisions set out in the Applicable Pricing Supplement and the provisions set out in these Terms and Conditions of the Notes, then the provisions in the Applicable Pricing Supplement will prevail. Capitalised terms used in this section shall bear the same meaning as defined in the section headed (Definitions), except to the extent that they are separately defined in this section or it is clearly inappropriate from the context.

1. ISSUE

1.1. The Issuer may, at any time and from time to time, without the consent of any Noteholder, issue one or more Tranche of Notes pursuant to the Programme, provided that the aggregate Outstanding Nominal Amount of all of the Notes issued under the Programme from time to time does not exceed the Programme Amount. Notes will be issued in individual Tranches which, together with other Tranches, may form a Series of Notes. A Tranche of Notes will be issued on, and subject to, the Applicable Pricing Supplement, relating to that Tranche of Notes.

1.2. Each Note, may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index-Linked Note, a Mixed Rate Note or such combination of any of the foregoing or such other type of Note as may be determined by the Issuer and specified in the relevant Applicable Pricing Supplement.

1.3. All payments in relation to the Notes will be made in the Specified Currency. Each Note will be issued in the Specified Denomination.

1.4. The Applicable Pricing Supplement for each Tranche of Notes is incorporated in the Terms and Conditions for the purposes of those Notes and supplements the Terms and Conditions. The Applicable Pricing Supplement may specify other terms and conditions (which may replace, modify or supplement the Terms and Conditions), in which event such other terms and conditions shall, to the extent so specified in the Applicable Pricing Supplement or to the extent inconsistent with the Terms and Conditions, replace, modify or supplement these Terms and Conditions for the purpose of such Tranche of Notes.

1.5. The Noteholders are deemed to have notice of, and are entitled to the benefit of, and are subject to, all the provisions of the Applicable Pricing Supplement.

2. FORM AND DENOMINATION

2.1. A Tranche of registered Notes will be issued in certificated form or in uncertificated form depending on whether the Notes are listed as contemplated in the section headed (Salient Features, Section 2) as specified in the Applicable Pricing Supplement. Each Tranche of Notes which is listed on the ZSE in uncertificated form will be held in the CDCL, as contemplated in the section headed (Salient Features, Section 2).

2.2. A Tranche of Notes may be listed on the ZSE subject to any Applicable Laws. The Applicable Pricing Supplement will specify whether or not a Tranche of Notes will be listed.

2.3. Notes will be issued in such denominations as may be determined by the Issuer and as specified in the Applicable Pricing Supplement, provided that the Notes shall not be issued in denominations of less than the Minimum Denomination to any Noteholder provided that the aggregate Issue Price for a Tranche of Notes shall not be less than the Minimum Subscription Amount.

2.4. All payments in relation to the Notes will be made in the Specified Currency.


3. TITLE

The Issuer, the Transfer Secretary and the Paying Agent shall recognise a Noteholder as the sole and absolute owner of the Notes registered in that Noteholder’s name in the Register (notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) and shall not be bound to enter any trust in the relevant Register or to take notice of or to accede to the execution of any trust, express, implied or constructive, to which any Note may be subject.

4. CHARACTERISTICS OF THE NOTES

4.1. The Notes constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank pari passu among themselves and at least pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those which have been accorded preferential rights by law. All Notes issued under this Programme will rank pari passu and will not require any Noteholders prior approval.

4.2. Subject to Applicable Law, in the event of the dissolution of the Issuer or if the Issuer is placed into liquidation, wound-up or is subject to business rescue proceedings, the claims of the persons entitled to payment of amounts due in respect of the Notes, shall be unsubordinated to all other claims in respect of any other indebtedness of the Issuer.

5. INTEREST

5.1. Interest on Fixed Rate Notes

5.1.1. General

5.1.1.1. Each Fixed Rate Note bears interest on its Outstanding Nominal Amount from (and including) the Interest Commencement Date as specified in the Applicable Pricing Supplement at a rate(s) per annum equal to the Fixed Rate of Interest so specified, payable in arrears on the Interest Payment Dates in each year up to and including the Maturity Date.

5.1.1.2. The First Interest Payable will be made on the Interest Payment Date immediately following the Interest Commencement Date.

5.1.1.3. Except as provided in the Applicable Pricing Supplement, the amount of interest payable per Note on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Rate of Interest, provided that:

5.1.1.3.1. if an Initial Broken Amount is specified in the Applicable Pricing Supplement, then the first interest amount shall equal the Initial Broken Amount specified in the Applicable Pricing Supplement; and

5.1.1.3.2. if a Final Broken Amount is specified in the Applicable Pricing Supplement, then the final interest amount

shall equal the Final Broken Amount.

5.1.1.4. If interest is required to be calculated for a period other than a Fixed Interest Period, such interest shall be calculated by applying the Fixed Rate of Interest to each Specified Denomination, multiplying such sum by the applicable Day Count Fraction, as specified in the Applicable Pricing Supplement, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half such Sub-unit being rounded upwards or otherwise in accordance with applicable market convention.


5.1.2. Interest Payment Dates Unless otherwise specified in the Applicable Pricing Supplement, semi-annual interest is payable on the

Notes, with each such six month period constituting a Fixed Interest Period. Interest in respect of each Fixed Interest Period shall be payable in arrears on the Interest Payment Date immediately after the last day of such Fixed Interest Period. If any Interest Payment Date falls upon a day which is not a Business Day, the interest payable upon such Interest Payment Date shall be payable upon the first following day that is a Business Day, provided that for the purposes of determining an Interest Period no adjustment shall be made to such Interest Payment Date.

5.1.3. Calculation of Interest The amount of interest payable on the Note in respect of each Fixed Interest Period will be determined

in the manner specified in the Applicable Pricing Supplement.

5.1.4. Alternative Period If interest is required to be calculated for a period other than a Fixed Interest Period, it will be calculated

on the basis of the actual number of days in such period divided by 365 (and for the purposes of the aforegoing, leap years shall be disregarded).

5.2. Floating Rate Notes and Indexed Interest Notes

5.2.1. Interest Payment Dates Each Floating Rate Note and Indexed Interest Note bears interest on its Outstanding Nominal Amount

(or, if it is a Partly Paid Note, the amount paid up) from (and including) the Interest Commencement Date specified in the Applicable Pricing Supplement, and such interest will be payable in arrears on the Interest Payment Date(s) in each year specified in the Applicable Pricing Supplement. Such interest will be payable in respect of each Interest Period (which expression shall, in these Terms and Conditions, mean the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date).

5.2.2. Rate of Interest The Rate of Interest payable from time to time in respect of the Floating Rate Notes and Indexed

Interest Notes will be determined in the manner specified in the Applicable Pricing Supplement.

5.2.3. Minimum and/or Maximum Rate of Interest If the Applicable Pricing Supplement specifies a Minimum Rate of Interest for any Interest Period, then,

in the event that the Rate of Interest in respect of any such Interest Period determined in accordance with the above provisions is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest. If the Applicable Pricing Supplement specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of any such Interest Period determined in accordance with the above provisions is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

5.2.4. Determination of Rate of Interest and Calculation of Interest Amount The Calculation Agent (being FTS for purposes of this Programme), in the case of Floating Rate Notes

and Indexed Interest Notes will at, or as soon as is practicable after, each time at which the Rate of Interest is to be determined, determine the Rate of Interest and calculate the Interest Amount payable in respect of each Floating Rate Note and Indexed Interest Note in respect of each Specified Denomination for the relevant Interest Period, and the Calculation Agent shall notify the Issuer of the Rate of Interest for the relevant Interest Period as soon as is practicable after calculating the same. Each Interest Amount shall be calculated by applying the Rate of Interest to the Specified Denomination, multiplying such sum by the applicable Day Count Fraction and rounding the resultant figure to the nearest Sub-unit of the relevant Specified Currency, half a Sub-unit being rounded upwards or otherwise in accordance with applicable market convention.


5.2.5. Interest Determination, Screen Rate Determination including Fall-back Provisions Where ISDA Determination is specified in the Applicable Pricing Supplement as the manner in which

the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the Applicable Pricing Supplement) the Margin (if any). For the purposes of this sub-paragraph, “ISDA Rate” for an Interest Period means a rate equal to the Floating Rate that would be determined by such agent as is specified in the Applicable Pricing Supplement under an interest rate swap transaction if that agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the most recent ISDA Definitions and under which:

5.2.5.1. the Floating Rate Option is as specified in the Applicable Pricing Supplement;

5.2.5.2. the Designated Maturity is the period specified in the Applicable Pricing Supplement; and

5.2.5.3. the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the relevant Reserve Bank of Zimbabwe benchmark rate , the first day of that Interest Period;

or (ii) in any other case, as specified in the Applicable Pricing Supplement.

For the purposes of the above sub-paragraph “Floating Rate”, “Floating Rate Option”, “Designated Maturity” and “Reset Date” have the meanings given to those terms in the ISDA Definitions specified in the Applicable Pricing Supplement.

Where Screen Rate Determination is specified in the Applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject to the provisions below, be either:

5.2.5.4. if the Relevant Screen Page is available:

5.2.5.4.1. the offered quotation (if only one quotation appears on the screen page); or

5.2.5.4.2. the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations, (expressed as a percentage per annum) for the Reference Rate which appears on the Relevant Screen Page as at 11h00 (or as

otherwise specified in the Applicable Pricing Supplement) on the Interest Determination Date in question plus or minus (as indicated in the Applicable Pricing Supplement) the Margin (if any), all as determined by the Calculation Agent. If five or more such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations; or

5.2.5.5. if the Relevant Screen Page is not available or if, in the case of (i) above, no such offered quotation appears or, in the case of (ii) above, fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph, the Calculation Agent shall request the principal Harare office (as the case may be) of each of the Reference Banks to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately 11h00 on the Interest Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Rate of Interest for such Interest Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of such offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Calculation Agent; or


5.2.5.6. if the Rate of Interest cannot be determined by applying the provisions of (a) and (b) above, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Calculation Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to (and at the request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks offered, at approximately 11h00 on the relevant Interest Determination Date, deposits in an amount approximately equal to the nominal amount of the Notes of the relevant Series, for a period equal to that which would have been used for the Reference Rate to prime banks in Harare inter-bank market plus or minus (as appropriate) the Margin (if any). If fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the Rate of Interest for the relevant Interest Period will be determined by the Calculation Agent as the arithmetic mean (rounded as provided above) of the rates for deposits in an amount approximately equal to the nominal amount of the Notes of the relevant Series, for a period equal to that which would have been used for the Reference Rate, quoted at approximately 11h00 on the relevant Interest Determination Date, by the Reference Banks plus or minus (as appropriate) the Margin (if any). If the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period, in place of the Margin relating to that last preceding Interest Period).

5.2.5.7. If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the Applicable Pricing Supplement as being other than Treasury Bill rate, the Rate of Interest in respect of such Notes will be determined as provided in the Applicable Pricing Supplement.

5.2.6. Notification of Rate of Interest and Interest Amount The Issuer will cause the Rate of Interest and each Interest Amount for each Interest Period and the

relevant Interest Payment Date to be notified to the ZSE, and the CDCL as soon as possible after their determination but in any event no later than the 4th (fourth) Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to the ZSE, the CDCL and/or every other relevant exchange or authority and to the Noteholders in accordance with Condition 13 (Notices).

5.2.7. Certificates to be Final All certificates, communications, opinions, determinations, calculations, quotations and decisions given,

expressed, made or obtained for the purposes of the provisions of this clause 5.2, by the Calculation Agent shall (in the absence of wilful deceit, bad faith or manifest error or proven error) be binding on the Issuer and all Noteholders and in the absence as aforesaid no liability shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

5.2.8. Mixed Rate Notes The Interest Rate payable from time to time on Mixed Rate Notes shall be the Interest Rate payable

in the form of interest-bearing Note (be it a Fixed Rate Note, Floating Rate Note, Index-Linked Note or other Note) specified for each respective period, as specified in the Applicable Pricing Supplement. During each such applicable period, the Interest Rate on the Mixed Rate Notes shall be determined and fall due for payment on the basis that such Mixed Rate Notes are Fixed Rate Notes, Floating Rate Notes, Index-Linked Notes, Instalment Notes or other Notes, as the case may be.

5.3. Business Day Convention If any Interest Payment Date (or other date) which is specified in the Applicable Pricing Supplement to be subject to

adjustment in accordance with a Business Day Convention would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:


5.3.1. the “Floating Rate Business Day Convention”, such Interest Payment Date (or other date) shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event: (i) such Interest Payment Date (or other date) shall be brought forward to the first preceding Business Day and (ii) each subsequent Interest Payment Date (or other date) shall be the last Business Day in the month which falls the number of months or other period specified as the Interest Period in the Applicable Pricing Supplement after the preceding applicable Interest Payment Date (or other date) has occurred; or

5.3.2. the “Following Business Day Convention”, such Interest Payment Date (or other date) shall be postponed to the next day which is a Business Day; or

5.3.3. the “Modified Following Business Day Convention”, such Interest Payment Date (or other date) shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date (or other such date) shall be brought forward to the first preceding Business Day; or

5.3.4. the “Preceding Business Day Convention”, such Interest Payment Date (or other date) shall be brought forward to the first preceding Business Day.

5.4. Accrual of Interest Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) shall cease to bear

interest from the Redemption Date unless, upon due presentation thereof, payment of the principal is improperly held or refused. In such event, interest shall continue to accrue at the Default Rate, if any, specified in the relevant Applicable Pricing Supplement, or otherwise at the prevailing Interest rate specified in the relevant Applicable Pricing Supplement, until the date on which all amounts due in respect of such Note have been paid.

In particular, the Issuer agrees to pay, automatically and without any prior notice from the Note Holder, from the date of a failure to pay any specific outstanding principal amount due and payable under the Note additional interest of 2% per annum above the rate set forth in Section 3 hereof on that specific outstanding sum due and payable under the Note until that sum has been paid to the Note Holder, without prejudice to all legal actions brought by the Note Holder against the Issuer.

6. PAYMENTS

6.1. Interest and redemption monies shall only be payable:

6.1.1. in respect of interest, to Noteholders registered as such on the Last Day to Register immediately preceding the Interest Payment Date in question and, in respect of redemption monies, to Noteholders registered as such on the Last Day to Register prior to the Redemption Date;

6.1.2. to Noteholders registered as such after the relevant Last Day to Register if duly completed documents of transfer were delivered to the Transfer Secretary before the relevant Last Day to Register or were posted to and received by the Transfer Secretary not more than 5 days after the relevant Last Day to Register in an envelope postmarked prior to the relevant Last Day to Register.

6.2. The Registers will be closed on the Last Day to Register, to determine Noteholders entitled to receive interest or redemption monies, as the case may be. On the Last Day to Register the Transfer Secretary will in accordance with the provisions of the Agency Agreement update and reconcile the Register to reflect any electronic register maintained by the CDCL. It shall be the responsibility of the Issuer in terms of the provisions of the Agency Agreement to ensure the payment of interest and redemption monies of all Noteholders in respect of those who hold Certificated Notes.

6.3. Payment of interest and redemption monies shall be made via electronic funds transfer to the account designated for

the purpose by the Noteholder on the Interest Payment Date or Redemption Date being due. In the event that, for any reason, payment by means of electronic funds transfer is not possible, payment will be made by cheque, at a limit of USD 1,000 in the manner set out in the remainder of this Condition 6.


6.4. Subject to 6.9 and 6.10, cheques in payment of interest and redemption monies shall be drawn on the Issuer. Payment of cheques shall be a valid discharge by the Issuer of the obligation upon it to pay Interest or the amount due on Redemption, as the case may be.

6.5. Subject to 6.6 and 6.7, cheques shall be made payable to the order of:

6.5.1. the registered Noteholder; or

6.5.2. such other person as may have been notified in writing to the Transfer Secretary by the registered Noteholder (accompanied by such proof of authority as the Issuer or the Transfer Secretary may require) not later than the Last Day to Register in respect of the relevant Interest Payment Date or Redemption Date, as the case may be.

6.6. Cheques shall be dated with the relevant Interest Payment Date or Redemption Date, as the case may be, and shall therefore be payable on that date.

6.7. Subject to this clause, cheques shall be posted to the Noteholder entitled thereto in terms of 6.5 at the address of the Noteholder in the Register (or such other address as may have been notified in writing to the Transfer Secretary by the Noteholder not later than the relevant Last Day to Register) or to the person referred to in 6.5.2:

6.7.1. on the relevant Interest Payment Date; or

6.7.2. in the case of Redemption, on the Redemption Date or the date on which the Certificate in respect of the Notes to be redeemed has been surrendered to the Transfer Secretary (whichever is the later date).

6.8. If written notice of the intention to collect a cheque is given to the Transfer Secretary at least 15 Business Days before the relevant Interest Payment Date or Redemption Date, the cheque shall be available for collection by the Noteholder entitled thereto in terms of 8.5.1 or the person entitled thereto in terms of 6.5.2 or their respective duly authorised representatives at the office of the Transfer Secretary:

6.8.1. on the relevant Interest Payment Date; or

6.8.2. in the case of Redemption, on the Redemption Date or on the date on which the Certificate in respect of the Notes to be redeemed has been surrendered to the Transfer Secretary (whichever is the later date).

6.9. If a cheque is not collected on the day on which it became available for collection in terms of 6.8, nor within 2 Business Days after that day, the cheque shall be posted to the Noteholder entitled thereto in terms of 6.5 at his address set out in the Register (or to such other address as may have been notified in writing to the Transfer Secretary by the Noteholder not later than the relevant Last Day to Register) or to the person and address referred to in 6.5.2

6.10. Cheques shall be posted by registered post, provided that neither the Issuer nor its agents shall be responsible for any loss in transmission and the postal authorities shall be deemed to be the agent of the Noteholders for the purposes of all cheques posted in terms of this Condition 6.10.

6.11. Redemption shall be deemed to be complete upon the Issuer instructing its bank to make payment to the Noteholder.

6.12. The method of payment of interest and redemption monies to a Noteholder may be varied from time to time by agreement between a Noteholder and the Transfer Secretary, with the consent of the Issuer, which consent shall not be unreasonably withheld or delayed.


7. REDEMPTION AND PURCHASE

7.1. At Maturity Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the

Issuer at its Final Redemption Amount specified in or determined in the manner specified in the Applicable Pricing Supplement on the Maturity Date.

7.2. Redemption for Regulatory and/or Tax Reasons If the Issuer, immediately prior to the giving of the notice referred to below, is of the reasonable opinion that:

7.2.1. as a result of any change in, or amendment to, the laws or regulations or directive of the Republic of Zimbabwe or any political sub-division of, or any authority in, or of, the Republic of Zimbabwe having power to tax, or any change or amendment which becomes effective after the relevant Issue Date, the Issuer is or would be required to pay additional amounts as required; and

7.2.2. the requirement cannot be avoided by the Issuer taking reasonable measures available to it, then the Issuer may at its option, at any time or on any Interest Payment Date, having given not less than 30 days nor more than 60 days’ notice to Noteholders in accordance with Condition 13 (Notices) (which notice shall be irrevocable), redeem all Notes, and not some only, at their “Early Redemption Amount” referred to in Conditions 7.5 (Early Redemption Amounts) below, together (if appropriate) with interest accrued to (but excluding) the Redemption Date, provided that no notice of redemption shall be given earlier than 90 days before the earliest date on which the Issuer would be required to pay such additional amounts were a payment in respect of the Notes is due.

7.3. Redemption at the Option of the Issuer

7.3.1. If the Issuer is specified in the Applicable Pricing Supplement as having an option to redeem, the Issuer may, having given:

7.3.1.1. not less than 15 days nor more than 30 days’ notice to the Noteholders in accordance with Condition 13 (Notices); and

7.3.1.2. not less than 7 days before giving the notice referred in 7.3.1.1 above, notice to the Calculation Agent and Paying Agent;

(both of which notices shall be irrevocable) redeem all or some of the Notes then outstanding on the Optional Redemption Date(s) and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the Applicable Pricing Supplement together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date(s).

7.3.2. A list of the serial numbers of Certificates of redeemed notes will be published in accordance with Condition 13 (Notices) not less than 15 days prior to the date fixed for redemption.

7.3.3. Holders of redeemed Notes shall surrender the Certificates representing the Notes in accordance with the provisions of the notice given to them by the Issuer as contemplated in 7.3.1.1 above.

7.3.4. In the case of a partial redemption of Notes, each Noteholder shall have the same percentage of the Principal Amount of Notes held by the Noteholder redeemed, as each other Noteholder. Where only a portion of the Notes represented by a Certificate are redeemed, the Transfer Secretary shall deliver a Certificate to such Noteholders in respect of the balance of the Notes.

7.4. Redemption in the event of Change of Control

7.4.1. The provisions of this Condition 7.4 (Redemption in the event of a Change of Control) shall apply if specified as being applicable in the Applicable Pricing Supplement.


7.4.2. A “Change of Control Event” shall occur if at any time while any Note remains Outstanding:

7.4.2.1. a Change of Control occurs; and

7.4.2.2. within the Change of Control Period and in respect of that Change of Control, a Rating Downgrade occurs.

7.4.3. Promptly upon the Issuer becoming aware that a Change of Control Event has occurred at any time while any Note remains Outstanding, the Issuer shall give notice (a “Change of Control Notice”) to the relevant Class of Noteholders in accordance with 13 (Notices) specifying the nature of the Change of Control Event and the circumstances giving rise to it. Upon the receipt of a Change of Control Notice, the relevant Class of Noteholders shall have the right to exercise an option, by way of Extraordinary Resolution, to require early redemption of the Notes and to convene a meeting of each relevant Class of Noteholders within 30 (thirty) days of the date on which the Issuer becomes aware of that Change of Control Event having occurred.

7.4.4. If a Class of Noteholders resolves, by way of an Extraordinary Resolution to require the redemption of the Notes of that Class of Noteholders as a consequence of the occurrence of the relevant Change of Control Event, then the Issuer shall redeem all of the Notes of that Class of Noteholders within 30 (thirty) days of the date on which such Extraordinary Resolution is passed (the “Mandatory Redemption Date”) at its Early Redemption Amount together with interest accrued to, but excluding, the Mandatory Redemption Date.

7.4.5. For the purposes of this Condition, 7.4 (Redemption in the event of Change of Control);

7.4.5.1. “Acting in Concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition of shares in the Issuer by any of them, either directly or indirectly, to obtain or consolidate Control of the Issuer;

7.4.5.2. a “Change of Control” shall be deemed to have occurred at each time that any person (“Relevant Person”) or person Acting in Concert, at any time directly or indirectly has unconditionally acquired Control of the Issuer, provided that a Change of Control shall not be deemed to have occurred if the shareholders of the Relevant Person are also, or immediately prior to the event which would otherwise constitute a Change of Control, were all of the shareholders of the Issuer;

7.4.5.3. “Change of Control Period” means, in relation to a Change of Control of the Issuer, the period commencing 60 (sixty) days prior to such Change of Control and ending 60 (sixty) days after such Change of Control;

7.4.5.4. “Control” of the Issuer means (A) the holding beneficially of more than 50% (fifty percent) of the issued share capital of the Issuer (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital), or (B) the power to cast, or control the casting of votes in respect of, such number of the shares in the issued share capital of the Issuer carrying more than 50% (fifty percent) of the total number of votes that may be cast at a general meeting of the members of the Issuer;

7.4.5.5. “Investment Grade Rating” means a national scale rating of Baa3za by Moody’s, BBB-(zaf) by Fitch, zaBBB- by S&P, BBB-(RSA) by GCR or its equivalent for the time being, or better;

7.4.5.6. a “Rating Downgrade” shall, in relation to Issuer and/or the Programme and/or where any Notes are rated by a Rating Agency, as the case may be, be deemed to have occurred in respect of a Change of Control if within the Change of Control Period the Rating previously assigned to the Issuer and/or the Programme and/or the Notes, by any Rating Agency is:


7.4.5.6.1. withdrawn; or

7.4.5.6.2. changed from an Investment Grade Rating to a non-Investment Grade Rating; or

7.4.5.6.3. in the case of a non-Investment Grade Rating, downgraded by any Rating Agency by one or more Rating Notches, provided that no Rating Downgrade shall have occurred if the Rating assigned to the Issuer and/or the Programme and/or the Notes, as the case may be, is substituted for an Investment Grade Rating by another Rating Agency;

7.4.5.7. “Rating Notch” means the difference between one Rating and the Rating immediately below it, for example, from “BB+” to “BB” by the Rating Agency or such similar lower or equivalent Rating.

7.5. Early Redemption Amounts For the purpose of Condition 7.2 (Redemption for Regulatory and/or Tax Reasons), Condition 7.3 (Redemption at the

Option of the Issuer), Condition 7.4 (Redemption in the event of a Change of Control) and/or Condition 9 (Events of Default), the Notes will be redeemed at the Early Redemption Amount calculated as follows:

7.5.1. in the case of Notes with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof; or

7.5.2. in the case of Notes (other than Zero Coupon Notes) with a Final Redemption Amount which is or may be less or greater than the Issue Price, at the amount specified in, or determined in the manner specified in, the Applicable Pricing Supplement or, if no such amount or manner is so specified in the Pricing Supplement, at their Nominal Amount; or

7.5.3. in the case of Zero Coupon Notes, at an amount (the “Amortised Face Amount”) equal to the sum of: (i) the Reference Price; and (ii) the product of the Implied Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable, or

7.5.4. such other amount or method of calculation or the amount payable as is provided in the Applicable Pricing Supplement.

7.5.5. Where such calculation is to be made for a period which is not a whole number of years, it shall be calculated on the basis of actual days elapsed divided by 365 (three hundred and sixty five), or such other calculation basis as may be specified in the Applicable Pricing Supplement.

7.6. Instalment Notes Instalment Notes will be redeemed at the Instalment Amounts and on the Instalment Dates. In the case of early

redemption in accordance with Condition 7.2 (Redemption for Regulatory and/or Tax Reasons), Condition 7.3 (Redemption at the Option of the Issuer) and Condition 7.4 (Redemption in the event of Change of Control) or Condition 9 (Events of Default), the Early Redemption Amount will be determined pursuant to Condition 7.5 (Early Redemption Amounts).

7.7. Partly Paid Notes If the Notes are Partly Paid Notes, they will be redeemed, whether at maturity, early redemption or otherwise, in

accordance with the provisions of this Condition 9 (Redemption and Purchase) and the Applicable Pricing Supplement. In the case of early redemption in accordance with Condition 7.2 (Redemption for Regulatory and/or Tax Reasons), Condition 7.3 (Redemption at the Option of the Issuer) and Condition 7.4 (Redemption in the event of Change of Control) or Condition 9 (Events of Default), the Early Redemption Amount will be determined pursuant to Condition 7.5 (Early Redemption Amounts).


7.8. Exchangeable Notes If the Notes are Exchangeable Notes, they will be redeemed, whether at maturity, early redemption or otherwise,

in the manner indicated in the Applicable Pricing Supplement. Exchangeable Notes in respect of ZSE, or upon the exercise by the Noteholder of the Noteholder’s Exchange Right (if applicable), will be redeemed by the Issuer delivering to each Noteholder as many of the Exchange Securities as are required in accordance with the Exchange Price. The delivery by the Issuer of the Exchange Securities in the manner set out in the Applicable Pricing Supplement shall constitute the in specie redemption in full of such Notes.

7.9. Late Payment on Zero Coupon Notes If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to

Condition 7 (Redemption and Purchase) or upon its becoming due and repayable as provided in Condition 9 (Events of Default) is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 7.5.3 as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of: (i) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and (ii) 5 (five) days after the date on which the full amount of the moneys payable has been received by the CDCL, and notice to that effect has been given to the Noteholder in accordance with Condition 13 (Notices).

7.10. Purchases The Issuer may at any time purchase Notes at any price in the open market or otherwise. Such Notes may (subject

to restrictions of any Applicable Laws) be held by the Issuer in its own name or that of its nominee, resold or, at the option of the Issuer, surrendered to the Transfer Secretary for cancellation.

7.11. Cancellation

7.11.1. All Notes which are redeemed will forthwith be cancelled. All Certificates representing the Notes so cancelled shall be forwarded to the Issuer and cannot be re-issued or resold. Where only a portion of Notes represented by a Certificate are cancelled, the Transfer Secretary shall deliver a Certificate to such Noteholder in respect of the balance of the Notes.

8. PRESCRIPTION

The Notes will become void unless presented for payment of principal and interest within a period of three years after the Relevant Date.

9. EVENTS OF DEFAULT

9.1. Notes If, for any particular Series Notes, one or more of the following events (“Events of Default”) shall have occurred and

be continuing:

9.1.1. Non-Payment the Issuer fails to pay any principal or interest due under the Notes on its due date for payment thereof

and any such failure continues for a period of 5 (five) Business Days; or

9.1.2. Cross Default

9.1.2.1. Any Indebtedness of the Issuer:

9.1.2.1.1 not paid when due or within any originally applicable grace period; or

9.1.2.1.2 is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an Event of Default (however described).

9.1.2.1.3 Any commitment for any Indebtedness of the Issuer is cancelled or suspended by a creditor of the Issuer as a result of an event of default (however described).


9.1.2.2 Notwithstanding what is stated in this Condition 1 (Cross Default) an Event of Default will not occur under this clause 9.1.2 if the aggregate amount of Indebtedness or commitment for Indebtedness falling within Condition 9.1.2.1 to Condition 9.1.2.1.3 above is less than USD 5,000,000.

9.1.3 Other Obligations the Issuer defaults in the payment of the principal or interest, or any obligations in respect of any

Indebtedness which exceeds USD 5,000,000, or assumed or guaranteed by the Issuer when and as the same shall become due and payable and where notice has been given to the Issuer of the default and if such default shall have continued for more than the notice period (if any) applicable thereto and the time for payment of such interest or principal or other obligation has not been effectively extended or if any such obligations of, or assumed or guaranteed by, the Issuer shall have become repayable before the due date thereof as a result of acceleration of maturity by reason of the occurrence of any Event of Default thereunder; or

9.1.4 Insolvency an order by any court of competent jurisdiction or authority for the liquidation, winding-up, dissolution or

placement under supervision or commencement of business rescue proceedings of the Issuer is made whether provisionally (and not dismissed or withdrawn within 30 days thereof) or finally, or the Issuer is placed under voluntary liquidation or curatorship or a meeting is convened to consider the passing of a resolution, or a resolution is passed, to authorise the implementation of any business rescue proceedings in respect of the Issuer provided that no liquidation, curatorship, winding-up, dissolution or business rescue proceedings shall constitute an Event of Default if (i) the liquidation, winding-up, dissolution or business rescue proceedings is for the purposes of effecting an amalgamation, merger, demerger, consolidation, reorganisation or other similar arrangement of the Issuer with any third party; or (ii) the liquidation, winding-up, dissolution or business rescue proceedings is for the purposes of effecting an amalgamation, merger, demerger, consolidation, reorganization or other similar arrangement, the terms of which were approved by an Extraordinary Resolution of Noteholders before the date of the liquidation, winding-up, dissolution or business rescue proceedings; or

9.1.5 Insolvency Proceedings the Issuer initiates or consents to judicial proceedings relating to itself under any applicable

compromise with creditors, liquidation, winding-up, business rescue or insolvency or other similar laws or compromises or attempts to compromise, with its creditors generally (or any significant class of creditors) or any meeting of creditors is convened by the Issuer to consider a proposal for an arrangement or compromise with its creditors generally (or any significant class of its creditors),; or

9.1.6 Consents, Approvals and Authorisations any action, condition or thing, including obtaining any consent, licence approval or authorisation now

or in future necessary to enable the Issuer to comply with its respective obligations under the Notes is not fulfilled or in place or any such consent, licence, approval or authorisation is revoked, modified, withdrawn or withheld or ceases to be in full force and effect, resulting in the Issuer being unable to perform any of its respective payment or other obligations in terms of the Notes and the Issuer fails to take reasonable steps to remedy such circumstances within 14 Business Days of receiving written notice from the Noteholders demanding such remedy; or

9.1.7 Other any other Event of Default provided for such Series, as specified in the Applicable Pricing Supplement,

then any Noteholder or the Trustee, as the case may be, , by written notice to the Issuer at the registered office of the Issuer, effective upon the date of receipt thereof by the Issuer, declare the Notes held by the Noteholder to be forthwith due and payable whereupon the same shall become forthwith due and payable at the Early Redemption Amount as described in Condition 7.5 (Early Redemption Amounts), together with accrued interest (if any) to the date of repayment, or as specified in the Applicable Pricing Supplement, provided that no such action may be taken by a Noteholder or the Trustee, as the case may be, if the Issuer withholds or refuses to make any such payment in order to comply with any law or regulation Zimbabwe or to comply with any order of a court of competent jurisdiction.


9.2. General conditions The following circumstances each constitute an Event of default:

9.2.1. The failure to pay the failure to pay any outstanding sum due and payable under the Note, including interest payments or principal repayments, on the date on which such payment is due under the Note when such failure to pay continues for five (5) Business Days after the payment is due under the Note.

9.2.2. the failure to make available to the Noteholder the Original Copy of the Note and/or the Original Copy of the Legalised Signature Documents within ten (10) Business Days, after the scanned Copy mailing date.

9.2.3. the provision of incorrect, untrue or misleading information by the Issuer to the Note Holder which had an influence on the Noteholder signing this Note granting cash to the Issuer against issuance of this Note;

9.2.4. any representation or statement made or deemed to be made by the issuer or any other document delivered by or on behalf of the Issuer under or in connection with the Note is or proves to have been incorrect or misleading in any material respect when made or deemed to be made;

9.2.5. the dissolution or embargo of the Issuer’s assets, which is not removed within ten (10) Business days after embargo;

9.2.6. the insolvency or the inability of the Issuer to make any payment of loan principal or interest there under when due (after any applicable grace period has run), or the Issuer’s supplication for, or consent to, the appointment of a trustee or receiver for any of its property; or any bankruptcy or insolvency law instituted by or against the Issuer, which is not dismissed within thirty (30) days;

9.2.7. a material adverse change in the financial, operational or regulatory condition of the Issuer that may affect, in the reasonable opinion of the Noteholder, the ability of the issuer to carry out its obligation under the Note;

9.2.8. the failure to submit any reasonably requested financial, operational and institutional information to the Noteholder within ten (10) Business days after a request is received by the Issuer for such information in accordance with section 8 hereof;

9.2.9. a default or event of default shall have occurred under the terms of any other agreement involving borrowed money or the extension of credit or any other indebtedness under which the issuer may be obligated as an Issuer or guarantor where the amount of such indebtedness exceeds 10% of the Issuer’s net assets, and such default or event of default permits or causes the acceleration of any indebtedness or the termination of any commitment to lend;

9.2.10. a change of control of the Issuer or the sale, transfer or other disposition of all or substantially all of the assets of the Issuer or the merger or consolidation of the Issuer with any other person without express written consent of a majority of Noteholders, in accordance with Section 7.4;

9.2.11. the Issuer does not inform within a ten (10) Business Days prior notice the Loan Holder of voluntary prepayments of any sum under any other agreement involving borrowed money or the extension of credit or any other indebtedness when such Prepayment to Third Party causes the aggregate sums of the Prepayments to Third parties over a period of the last three (3) months to exceed 10% of the issuers total liabilities;

9.2.12. the Issuer will maintain regulatory ratios as required by the Reserve Bank of Zimbabwe.

9.2.13. the Issuer does not comply with any applicable law and regulations and this has a material impact in the ability of the Issuer to conduct its operations and business.


10 CERTIFICATES, REGISTER AND TRANSFER OF NOTES

10.1 Certificates

10.1.1 A Noteholder of an Uncertificated Note, should they so elect, shall be entitled to receive a Certificate evidencing the Notes transferred to that Noteholder within 2 days after registration of that transfer (and which will apply mutatis mutandis to such Certificate), provided that joint Noteholders will be entitled to receive only one Certificate in respect of that joint holding, and the delivery to one of those Noteholders shall be delivery to all of them.

10.1.2 If a Certificate is worn out or defaced then, within 2 days of its presentation to the Transfer Secretary, the Transfer Secretary shall cancel that Certificate and issue a new Certificate in its place.

10.1.3 If a Certificate is lost or destroyed, then upon proof thereof to the satisfaction of the Transfer Secretary, a new Certificate in lieu thereof may be issued to the person entitled to that lost or destroyed Certificate, provided that the Noteholder shall provide the Transfer Secretary and the Issuer with an indemnity. The person providing the indemnity and the form of the indemnity shall be to the satisfaction of the Issuer and the Transfer Secretary. The new Certificate shall be issued within 2 days from the date that the conditions for issuing such Certificate have been fulfilled.

10.1.4 An entry as to the issue of a new Certificate and indemnity (if any) shall be made in the Register upon the date of issue of the new Certificate.

10.1.4.1 Certificates to be provided by the Issuer to Noteholders shall be collected by the Noteholders from the Transfer Secretary.

10.1.4.2 Certificates shall be provided where relevant by the Issuer without charge, save as otherwise provided in these Terms and Conditions. The costs and expenses of delivery of Certificates otherwise than by ordinary post (if any) and, if the Issuer shall so require, taxes or governmental charges or insurance charges that may be imposed in relation to such mode of delivery shall be borne by the Noteholder.

10.2 Registers

10.1.1 The Register of Certificated Notes:

10.2.1.1 shall be kept at the office of the Transfer Secretary;

10.2.1.2 shall contain the names, address and bank account numbers of the Noteholders;

10.2.1.3 shall show the total Nominal Amount of the Notes held by the Noteholders;

10.2.1.4 shall show the dates upon which each of the Noteholders was registered as such;

10.2.1.5 shall show the serial numbers of the Certificates and the dates of issue thereof;

10.2.1.6 shall be open for inspection at all reasonable times and during business hours on Business Days by any Noteholder or any person authorised in writing by a Noteholder;

10.2.1.7 shall be closed during the period as specified in the Applicable Pricing Supplement, commencing after the Last Day to Register, or such shorter period as the Issuer may decide during which transfer of Notes will not be registered in order to determine those Noteholders entitled to receive interest.

10.2.2 The Transfer Secretary and/or the CDCL shall alter the Registers in respect of any change of name, address or account number of any of the Noteholders of which it is notified.


10.2.3 Except as provided for in these Terms and Conditions or as required by law, the Issuer:

10.2.3.1 will only recognise a Noteholder as the owner of the Notes registered in that Noteholders name as per the applicable Register;

10.2.3.2 shall not be bound to enter any trust in the Registers or to take notice of or to accede to the execution of any trust (express, implied or constructive) to which any Certificate or Uncertificated Note may be subject.

10.3 Transfer of Certificated Notes

10.3.1 In order for any transfer of Certificated Notes to be effected through the Register and for the transfer to be recognised by the Issuer, each transfer of a Note:

10.3.1.1 must be in writing and in the usual form or in such other form approved by the Transfer Secretary;

10.3.1.2 must be signed by the relevant Noteholder and the transferee, or any authorised representatives of that registered Noteholder or transferee;

10.3.1.3 shall only be in respect of the stated denomination of the Note as set out in the Applicable Pricing Supplement, or integral multiples thereof, and consequently the Issuer will not recognise any fraction of the stated denomination;

10.3.1.4 must be delivered to the Transfer Secretary together with the Certificate in question for cancellation (if only part of the Notes represented by a Certificate is transferred, a new Certificate for the balance will be issued to the transferor and the cancelled Certificate will be retained by the Transfer Secretary).

10.3.2 The transferor of any Notes represented by a Certificate will be deemed to remain the owner thereof until the transferee is registered in the Register as the holder thereof.

10.3.3 Before any transfer is registered all relevant transfer taxes (if any) must have been paid and such evidence must be furnished as the Transfer Secretary reasonably require as to the identity and title of the transferor and the transferee.

10.3.4 No transfer will be registered whilst the applicable Register is closed.

10.3.5 If a transfer is registered then the transfer form and cancelled Certificate will be retained by the Transfer Secretary.

11 CALCULATION AND OTHER AGENTS

11.1 Any third party appointed by the Issuer as Arranger(s), Calculation Agent, Paying Agent, Debt Sponsor, Transfer Secretary or otherwise shall act solely as the agent of the Issuer and does not assume any

obligation towards or relationship of agency or trust for or with any Noteholders.

11.2 The Issuer is entitled to vary or terminate the appointment of such agents and/or appoint additional or other agents and/or approve any change in the specified agent, provided that there will at all times be an Arranger(s), Transfer Secretary, Calculation Agent, Paying Agent and Trustee and in respect of Notes listed on the ZSE, and a Debt Sponsor with a specified office in such place as may be required by the rules and regulations of the ZSE.


12 NOTICES

12.1 All notices to Noteholders shall be sent by registered mail to their respective addresses appearing in the Registers. Any such notice shall be deemed to have been given on the seventh day after the day on which it is mailed. In addition, such notices shall only be valid if published in an English language daily newspaper of general circulation in the Republic of Zimbabwe.

12.2 If any notice is given to Noteholders, a copy thereof shall be delivered to the Trustee and if the Note is listed on the ZSE to the ZSE.

12.3 Any notice by a Noteholder to the Issuer shall be deemed to have been received by the Issuer, if delivered to the registered office of the Issuer on the date of delivery and, if sent by registered mail, on the seventh day after the day on which it is sent.

13 AMENDMENT OF THESE TERMS AND CONDITIONS

13.1 These Terms and Conditions set out all the rights and obligations relating to the Notes and, subject to the further provisions of Condition 15, no addition, variation or consensual cancellation of these Terms and Conditions shall be of any force or effect unless reduced to writing and signed by or on behalf of the Issuer and approved by the ZSE.

13.2 These Terms and Conditions may be amended by the Issuer without the consent of the Noteholders for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective provision contained therein, provided that the interests of the Noteholders are not prejudiced by any such amendment.

13.3 The Issuer may, with the prior sanction of an Extraordinary Resolution or with the prior written consent of Noteholders holding not less than 75% (seventy-five per cent) in Nominal Amount of the Notes Outstanding from time to time, amend these Conditions, provided that no such amendment shall be of any force or effect unless notice of intention to make such amendment shall have been given to all Noteholders in terms of Condition 15 above.

14 TRUST, TRUSTEE AND MEETINGS OF NOTEHOLDERS

14.1 Convening of meetings

14.1.1 The Issuer may at any time convene a meeting of Noteholders (a meeting or the meeting).

14.1.2 The Issuer shall convene a meeting upon the requisition in writing of the Noteholders of at least 5% (five percent) of the aggregate Nominal Amount Outstanding of the Notes

14.1.3 Whenever the Issuer wishes or is required to convene a meeting, it shall forthwith give notice in writing to the Noteholders of the place, day and hour of the meeting and of the nature of the business to be transacted at the meeting.

14.1.4 A meetings of Noteholders may be held either by:

14.1.4.1 Noteholders who constitute a quorum being assembled together at the place, date and time appointed for the meeting; or

14.1.4.2 Noteholders who constitute a quorum by means of audio, or audio and visual by which all Noteholders participating and constituting a quorum can simultaneously hear each other throughout the meeting.


14.1.4.3 Any director or duly authorised representative of the Issuer, and any other person authorised in writing by the Issuer, may attend and speak at a meeting of Noteholders, but shall not be entitled to vote, other than as a proxy (as defined below) or duly authorised representative of a Noteholder.

14.2 Requisition A Requisition Notice shall state the nature of the business for which the meeting is to be held and

shall be deposited at the registered office of the Issuer. A Requisition Notice may consist of several documents in like form, each signed by one or more requisitionists.

14.3 Convening of meetings by requisitionists If the Issuer does not proceed to cause a meeting to be held within 10 days of the deposit with the

company secretary of the Issuer of a Requisition Notice, requisitionists who together hold not less than 5% of the aggregate Nominal Amount outstanding of the Notes for the time being, may themselves convene the meeting, but the meeting so convened shall be held within 60 days from the date of such deposit and shall be convened as nearly as possible in the same manner as that in which meetings may be convened by the Issuer. Notice of the meeting shall be required to be given to the Issuer.

14.4 Notice of meeting

14.4.1 Unless the holders of at least 95% of the aggregate Nominal Amount outstanding of the Notes agree in writing to a shorter period, at least 21 days written notice specifying the place, day and time of the meeting and the nature of the business for which the meeting is to be held shall be given by the Issuer to Noteholders. Such notice is required to be given in accordance with Condition 13 (Notices).

14.4.2 The accidental omission to give such notice to any Noteholder or the non-receipt of any such notice, shall not invalidate the proceedings at a meeting.

14.5 Quorum

14.5.1 A quorum at a meeting shall for the purposes of considering:

14.5.1.1 an Ordinary Resolution generally, consist of Noteholders present in person by proxy and holding in the aggregate not less than 33.3% (thirty-three point three per cent) of the aggregate Nominal Amount Outstanding of the Notes;

14.5.1.2 an Extraordinary Resolution, consist of Noteholders present in person or by proxy and holding in the aggregate not less than 75% (seventy-five per cent) of the aggregate Nominal Amount outstanding of the Notes.

14.5.2 No business shall be transacted at a meeting of the Noteholders unless a quorum is present at the time when the meeting proceeds to business.

14.5.3 If, within 15 minutes from the time appointed for the meeting, a quorum is not present, the meeting

shall, if it was convened on the requisition of Noteholders, be dissolved. In every other case the meeting shall stand adjourned to the same day in the third week thereafter, at the same time and/or place, or if that day is not a Business day, the following Business day. If at such adjourned meeting a quorum is not present the Noteholders present in person or by proxy shall constitute a quorum for the purpose of considering any resolution, including an Extraordinary Resolution.

14.6 Chairman The chairman of the meeting shall be appointed by the Issuer.


14.7 Adjournment

14.7.1 Subject to the provisions of Condition 155 (Trust, Trustee and Meetings of Noteholders) the chairman may, with the consent (which consent shall not be unreasonably withheld and/or delayed) of, and shall on the direction of the Issuer, adjourn the meeting from time to time and from place to place.

14.7.2 No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

14.7.3 At least 14 days written notice of the place, day and time of an adjourned meeting shall be given by the Issuer to each Noteholder. In the case of a meeting adjourned in terms of Condition 15.7, the notice shall state that the Noteholders present in person or by proxy at the adjourned meeting will constitute a quorum.

14.8 How questions are decided

14.8.1 At a meeting, a resolution put to the vote shall once a poll is demanded by the chairman or by any one of the Noteholders present in person or by proxy at the meeting be agreed upon by all the Noteholders present without dissent or if the majority of the votes cast are in favour of it.

14.8.2 A poll demanded on the election of a chairman or on the question of the adjournment of a meeting shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs and the result of such poll shall be deemed to be the resolution of the meeting.

14.8.3 In the case of an equality of votes on a poll, the chairman shall be entitled to a casting vote in addition to the vote, if any, to which he is entitled.

14.9 Resolution in writing

14.9.1 A resolution in writing, signed or assented to by all the Noteholders then entitled to receive notice of a meeting, is as valid and effective as if it had been passed at a meeting of the Noteholders duly convened and held.

14.9.2 Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form each signed or assented to by on one or more Noteholders.

14.10 Votes On a show of hands every Noteholder present in person at the meeting shall have one vote. On a

poll every Noteholder, present in person or by proxy, shall have one vote for each USD of the Nominal Amount outstanding of the Notes held by him. The joint holders of Notes shall have only one vote on a show of hands and one vote on a poll for each USD of the Nominal Amount outstanding of the Notes of which they are the registered holder and the vote may be exercised only by that holder present whose name appears first on the Register in the event that more than one of such joint holders is present in person or by proxy at the meeting.

14.11 Proxies and representatives

14.11.1 Noteholders may be:

14.11.1.1 present in person; or

14.11.1.2 through any appointed person (a proxy), by an instrument in writing (a form of proxy), signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney of a duly authorised officer of the corporation, vote on a poll.


14.11.1.3 A person appointed to act as proxy need not be a Noteholder.

14.11.2 The form of proxy shall be deposited at the registered office of the Issuer or at the office where the relevant Register is kept or at such other office as the Issuer may determine not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in such form of proxy proposes to vote, and in default, the proxy shall be invalid.

14.11.3 No form of proxy shall be valid after the expiration of 6 months from the date named in it as the date of its execution.

14.11.4 A proxy shall have the right to demand or join in demanding a poll.

14.11.5 Notwithstanding Condition 15, the form of proxy shall be valid for any adjourned meeting, unless the contrary is stated thereon.

14.11.6 A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death or incapacity of the principal or revocation of the proxy or of the authority under which the form of proxy was executed or the transfer of Notes in respect of which the proxy was given, provided that no intimation in writing of such death, incapacity or revocation shall have been received by the Issuer at the office of the relevant Transfer Secretary more than, and that the transfer has been given effect to less than, 12 hours before the commencement of the meeting or adjourned meeting at which the proxy is to be used.

14.11.7 Any reference in Condition 15 (Trust, Trustee and Meetings of Noteholders) to a Noteholder present in person includes such a duly authorised representative of a Noteholder.

14.12 Minutes

14.12.1 The Issuer shall cause minutes of all resolutions and proceedings of meetings to be duly entered in the minute books of the Issuer.

Any such minutes as aforesaid, if purporting to be signed by the chairman of the meeting at which such resolutions were passed or proceedings held or by the chairman of the next succeeding meeting, shall be receivable in evidence without any further proof, and until the contrary is proved, a meeting of Noteholders in respect of the proceedings of which minutes have been so made shall be deemed to have been duly held and convened and all resolutions passed thereat, or proceedings held, to have been duly passed and held.

14.13 Mutatis mutandis application The provisions of Condition 17 (Trust, Trustee and Meetings of Noteholders) shall apply mutatis mutandis

to the calling and conduct of meetings on an individual Tranche, Series or class of Noteholders, as the case may be.

15 ENTITLEMENT OF THE TRUSTEE

15.1 In addition to the below, all references to notice to the Noteholders and rights and/or discretions to be exercised by the Noteholders shall be deemed to be references to notice to the Trustees and the Noteholders rights and/or discretions to be exercised by the Trustee acting in accordance with the instructions of the relevant majority of Noteholders or such other persons as prescribed in relation to any particular matter under the Trust Deed, as the case may be.


15.2 In connection with the exercise of its functions, the Trustee shall have regard to the interests of the Class of Noteholders and, in particular but without limitation, shall not have regard to the consequences of the exercise of its trusts, powers or discretions for individual Noteholders resulting from them being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory, and the Trustee shall not be entitled to require, nor shall any Noteholder be entitled to claim, from the Issuer or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders.

16 ACCELERATION AND ENFORCEMENT

16.1 The Trustee shall only take any proceedings against the Issuer or enforce the provisions of the Notes in accordance with the provisions of the Trust Deed, once so directed by an Extraordinary Resolution of Noteholders or so requested in writing by the holders of at least 75% (seventy-five percent) in Notes then Outstanding.

16.2 No Noteholder shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails so to do within 30 days of the Trustee being instructed to proceed and the failure is continuing.

17 THE TRUSTEE

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including relieving it from taking proceedings unless indemnified and/or secured and/or prefunded to its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer and any entity related to the Issuer without accounting for any profit. The Trustee may rely without liability to Noteholders on a report, confirmation or certificate or any advice of any accountants, financial advisers or investment bank, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee shall be obliged to accept and be entitled to rely on any such report, confirmation or certificate or advice where the Issuer procures delivery of the same pursuant to its obligation to do so under any provision of these Conditions or the Trust Deed and such report, confirmation or certificate or advice shall be binding on the Issuer, the Trustee and the Noteholders in the absence of manifest error.

18 GUARANTEE

18.1 The Trustee may enter into a guarantee arrangement with any such person or entity who shall be prepared to irrevocably and unconditionally guarantee to the Trustee for and on behalf of the Noteholders, the due and punctual payment by the Issuer of certain sums owing by the Issuer in respect of the Notes arising under the Programme as specified in the Applicable Pricing Supplement as the Guarantor.

18.2 The relevant Noteholder shall be entitled to require the Issuer to produce the original of the Guarantee on request and further shall be entitled to require the Issuer, which shall be obliged, to provide a copy of the Guarantee to that Noteholder on request. Noteholders should note that any claim under the Guarantee is a claim that vests with the Trustee under the Guarantee and not with individual Noteholders.

19 FURTHER ISSUES

The Issuer shall be at liberty from time to time and without the consent of the Noteholders to create and issue further Notes.


20 DOCUMENTS

A signed copy of the Programme Memorandum, the Trust Deed, any Supplementary Trust Deed that is applicable to that Noteholder, certified copies of resolutions and authorisations, audited annual financial accounts of the Issuer for the previous three years and letters of consent are available for inspection, on request, at the registered office of the Issuer and at the Debt Sponsor during normal business hours.

21 REGULATORY APPROVALS

The necessary approvals from the Registrar of Companies in terms of the Companies Act [Chapter 24:03] for the Programme and the ZSE in terms of the Debt Listings Requirements regarding the issuance of the Notes thereunder have been obtained. The Registrar of Companies has scrutinized the information disclosed in this Programme Memorandum to ensure that it complied with statutory provisions and regulations of the Companies Act. The Registrar of Companies does not express a view on the risk for investors or the price of the Notes and as such The Registrar of Companies accepts no liability of whatever nature for any loss, liability, damage or expense resulting directly or indirectly from the investment in the Notes.

22 GOVERNING LAW

The provisions of these Terms and Conditions, the Programme Memorandum, the Notes, and all rights and obligations to the Notes, are governed by and shall be construed in accordance with, the laws of the Republic of Zimbabwe in force from time to time.

23 JURISDICTION

The Courts of the Republic of Zimbabwe have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms and Conditions.


DESCRIPTION OF THE ISSUER

Capitalised terms used in this section shall bear the same meaning as defined in the section headed “Definitions”, unless expressly defined.

1. INTRODUCTION

GetBucks Zimbabwe commenced operations in 2012 as a credit only microfinance institutions and the business has over that period of time grown into one of the leading microfinance lenders in Zimbabwe and has disbursed 26,000 loans amounting to USD 30,000,000. It was listed on the ZSE on 15 January 2016.

GetBucks Zimbabwe is owned 50.29% by GetBucks Limited, 31.14% by Brainworks (Zimbabwe) (directly and indirectly) and the remaining balance is owned by various pension funds and individuals. GetBucks Limited is a “fintech” company that embraces technology as a means to provide financial products and services to its customers. GetBucks Limited operates in 8 countries in Africa and Europe and is in the process of expanding its footprint.

GetBucks Zimbabwe employs 66 people and operates 14 branches in major cities and towns in the country. The branches are strategically located in town centres where there are large concentrations of formally employed people. The Company currently services approximately 15,000 clients.

On 16 July 2015, GetBucks Zimbabwe was licenced by the RBZ to operate as a deposit taking microfinance institution

and was allowed to commence deposit taking operations in January 2016 from the date of the licensing. The Issuer provides its products using its IT system proprietary Fincloud software.

2. VISION, MISSION AND VALUES

Vision

To become Zimbabwe’s Microfinance brand of choice, providing access to a range of financial services and products to those marginalized by mainstream financial services.

Mission

We will achieve our vision by leveraging technology in order to make these banking services and products attainable. We will tailor our products and services to the needs of our clients, and empower our employees to back it up with service excellence.

Values

GetBucks Zimbabwe operates under the following values:• Responsible lending;• Empowering our customers;• Delivering value to all stakeholders;• Professionalism; and• Respect.


3. NATURE OF BUSINESS

GetBucks Zimbabwe is a “fintech” company that leverages on technology to deliver financial products and services to its customers. It operates as a microfinance institution in terms of the Microfinance Act (Chapter 24:29).

3.1 Products and services GetBucks Zimbabwe is a specialist lender to low income earners offering the following short terms credit facilities to

individuals and more recently (March 2016) to Small to Medium Enterprises (“SME”):

• 1 to 18 months – these are instalment loans currently targeted at government employees and other salaried individuals where a secure deduction method is in place to ensure successful collection;

• Home Loans – these loans are provided to acquire, build or improve property. These loans have a tenure of 5 years and are secured by mortgage bonds; and

• SME Loans – GetBucks offers short term loans to SME’s secured by receivables or other assured cash-flows. These “ring-fenced” loans ensure that repayments are successfully collected, for example invoice discounting.

Over 95% of loans disbursed since inception are to individuals.

GetBucks Zimbabwe draws from its sister companies’ experience and expertise to offer superior experience and value. The Company as part of its business model also educates customers on the importance of responsible borrowing so as not to over-indebt themselves.

3.2 Market GetBucks Zimbabwe currently serves financially marginalised members of the population that are unable to access

financial services from mainstream financial institutions. These customers do not have collateral to offer as security on loans and generally require a loan size that is too small for mainstream banks to administer profitably.

According to the RBZ, the number of registered Microfinance Institutions (“MFIs”) as at 30 June 2016 was 164 serving 251 553 clients. Including, GetBucks Zimbabwe, the RBZ has to date issued 4 deposit taking microfinance institution licences.

3.3 GetBucks Zimbabwe’s credit application process The Group’s investment in technology has enabled it to pioneer electronic delivery systems that make loans and other

financial products available to customers almost instantly upon application. In Zimbabwe, however, the front end of the process is currently manualised due to the limited access to technology for most of its customers. The backend however, is automated.

The chart below illustrates the credit application process which is applied by the Issuer:


3.4 IT and technology The Issuer’s vision is to enable financial inclusion through technology. GetBucks Limited created a created a proprietary

IT System (“FinCloud”) that enables fast and automated disbursements of loans within fifteen minutes of application. The system is cloud based and integrated into a variety of payment solutions. Security is provided through a myriad of encryption technologies.

This system caters for all enterprise policies and relevant management thereof. Credit, branch operation and product management policies are managed and applied centrally. Credit decision making is removed from decentralised human intervention, making risk management, reporting and analysis key elements in driving proactive business decisions.

3.5 Distribution channels

3.5.1 Online platform The Issuer’s primary distribution channel is its sophisticated online platform which is accessible anytime. This platform

is predominantly a self-service channel and promotes superior service levels and convenience. GetBucks Zimbabwe further manages customer support via electronic communications and call centre support.

3.5.2 Physical branches GetBucks Zimbabwe operates 14 branches in the major cities and towns in the country. The branches are strategically

located in town centres where there are large concentrations of formally employed people. The branches are found in the following locations: • Harare; Bulawayo; Gweru; Mutare; Masvingo; Chinhoyi; Marondera; Kwekwe; Gwanda; Bindura; Chiredzi;

Zvishavane; Chipinge and Rusape.

3.6 Customers and loan portfolios The charts below provides an analysis of customer information, including a breakdown of the gender age of the

current loan book, the reason indicated why the customer took the loan, the maturity profile of the loan book as well as details on non-performing loans.

26% 74%


3.7 SWOT analysis

The following are the strengths:

• knowledge of market;• adaptable/proprietary technology;• growing balance sheet;• product knowledge;• organizational efficiency ;• GetBucks Zimbabwe has the competitive edge of

quick turnaround time of an hour regarding online payment and same day pay out for term loans;

• collections on both online and pay roll improving due to increased reliance on credit checks to validate risk exposure. This is also supported by a collections call center and interactive relationships with the various government departments and private employer;

• pioneer for unsecured online lending; and• growing and continuously improving product offering.

The following are the weaknesses:

• Low market penetration;• limited funding which may constrain the growth

of revenue lines; and

The following are the opportunities:

• empower and service “the poor” through financial inclusion;

• expand operational footprint and product offering;• service greater number of clients; and• support financial literacy.

The following are the threats:

• deteriorating economic conditions;• liquidity shortages may hamper business growth;• any disruptions of data service could interrupt or

delay the GetBucks Zimbabwe’s ability to deliver services to customers; and

• failure to develop and successfully introduce new and attractive products, could have a material effect on the GetBucks Zimbabwe’s business.

3.8 Growth strategy and prospects

3.8.1 Growth Strategy GetBucks Zimbabwe’s growth strategy is based on a combination of:

• maintaining existing customers by making use of trust levels which are meant to reward positive behaviour through reduction in interest rates and increase in credit limit. The maximum limit is US$5 000;

• enhancing value from existing customers; and • acquiring new customers through rolling out new products and also driving brand awareness via

traditional and digital marketing. The Company also intends to expand closed groups by signing more deduction codes.

3.8.2 Prospects

The deposit taking licence issued to GetBucks Zimbabwe is expected to enhance the availability of funds for on lending as well as reduce the costs of funds.

GetBucks Zimbabwe as a deposit taking MFI intends to introduce the following products:• A debit card appropriately branded, through which customers will have access to financial

services, the ability to transact utilising a state of the art debit card with “wallets” allocated to specific life needs such as education or shopping; and

• Agricultural finance products.


4. MAJOR SHAREHOLDERS

The table below shows the shareholders of GetBucks Zimbabwe holding a beneficial interest in excess of 5% as at 31 March 2017:

Shareholder Shares Percentage of total

GetBucks Limited 550 000 000 50.29%

GetSure Life Assurance 201 099 550 18.39%

Brainworks Zimbabwe 139 488 950 12.76%

DBF Capital Partners Limited 66 549 132 6.09%

5. THE BOARD OF THE ISSUER

5.1 Board composition

The Board is governed by a strong team composed of seven experienced non-executive Directors and two executive Directors.

The depth of experience and diversity of the Directors ensures robust and forthright debate on all materially important issues. The application of this strict corporate governance ethos ensures transparency and compliance and supports the entrepreneurial drive of the Issuer.

The roles of the chairman and managing director are segregated and no individual has unfettered control over decision making. The chairman is a non-executive director who is appointed by the Board. The Board is responsible to shareholders in determining the strategic direction of the Issuer which include, monitoring operational performance and management, risk management processes and policies, compliance and determining authority and selecting new directors.

The Board is also responsible for the integrity and quality of communication with stakeholders, including employees, regulators and shareholders. The Board meets quarterly and at any other time as it may be required.


5.2 Details of directors

The full names, addresses and positions of the directors of GetBucks Zimbabwe are set out below

Full name Nationality Address PositionGlovah Madzima Zimbabwean 7 Laughlan Avenue Independent Non-Executive

Meyrick Park, Harare ChairmanMercy Murevesi Zimbabwean 5 Ruddington Road Managing Director

Marlborough, HarareWalter Tineyi Zimbabwean 4 Arden Road Non-Executive DirectorKambwanji Newlands, HarareGeorge Manyere Zimbabwean 4 Arden Road Non-Executive Director

Newlands, HarareGert Thomas Fourie South African 7 McCaw Street Operations Director

Avondale, HarareDavid Van Niekerk South African 4 Arden Road Non-Executive Director

Newlands, HarareRungamo Mbire Zimbabwean 61 Hessel Road Independent Non-Executive

Borrowdale Brooke, Harare DirectorMilanda Manjengwah Zimbabwean 206 Brookeview Independent Non-Executive

Horgerty Hill, Harare DirectorPeter Saungweme Zimbabwean 112 Manressa Park Non-Executive Director

Harare

Brief profiles of each of the directors of GetBucks Zimbabwe, are provided below:

Glovah Madzima – Independent Non-Executive ChairmanGlovah is the Finance Director of CarnaudMetalBox (Zimbabwe) Limited, a wholly owned subsidiary of Nampak Limited, a company listed on the Johannesburg Stock Exchange. He is a Fellow of the Institute of Chartered Secretaries and Administrators in Zimbabwe (“ICSAZ”), a Registered Public Accountant, and a holder of a Master in Business Administration from the University of Zimbabwe.

Glovah has extensive experience of over 30 years in accounting and company secretarial practice gained while working as Finance Director/Company Secretary of the following organisations, Tedco Limited, Strategis Africa Limited, Schweppes Zimbabwe Limited and Casalee Zimbabwe (Private) Limited.

Glovah is the President of ICSAZ and he joined the ICSAZ Council in 2010 and served as its Vice President for two years in 2011 and 2012. He is a past examiner of ICSAZ and a representative of ICSAZ on Zimbabwe Accounting Practices Board (ZAPB). Glovah became a member of the Executive Committee of Corporate Secretaries International Association (CSIA) in January 2014.

Glovah holds directorships in several other companies in Zimbabwe and these include Fly High Enterprises (Private) Limited, DJC Enterprises (Private) Limited, Three Ocean Investments (Private) Limited and Mecon Holdings (Private) Limited.

Mercy Murevesi – Managing DirectorMercy is a holder of an MBA from the University of Technology Sydney, Australia, and a Bachelor of Commerce (Honours) degree from NUST. She has over 19 years’ experience in banking and financial sector regulation and supervision as well as risk management and compliance. Prior to joining GetBucks Zimbabwe as the Managing Director, she was the Country Risk Manager for Ecobank Zimbabwe as well as a SADC Cluster Risk Manager responsible for the Ecobank SADC cluster covering Zimbabwe, Mozambique, Malawi, Zambia and DRC.

Mercy had also been a bank supervisor with the RBZ for fifteen years and is currently a board member of the Zimbabwe Microfinance Wholesale Facility and MIB Glenrand Insurance Brokers.


Walter Tineyi Kambwanji – Non-Executive DirectorWalter is the Chief Finance Officer for Brainworks Zimbabwe. He is a Chartered Accountant (Zimbabwe) and holds a Bachelor of Accounting Science from the University of South Africa and a Postgraduate Diploma in Applied Accounting from the University of Zimbabwe. He is a member of the Institute of Chartered Accountants of Zimbabwe. He has completed various international courses in finance, strategy and banking.

Walter co-founded Brainworks Zimbabwe and has significant experience in finance and operations in Zimbabwe and internationally. Prior to co-founding Brainworks Zimbabwe in 2009, he was a professional in the finance department of HSBC in London. He has previously been Finance Director of various companies in Zimbabwe including BancABC Zimbabwe Limited, Renaissance Merchant Bank Limited and Murray & Roberts Zimbabwe Limited.

Walter sits on several boards of directors which include Africa Sun Limited, Dawn Properties Limited, Brainworks Zimbabwe and its subsidiaries, Ecobank Asset Management (Private) Limited and GetSure Life Assurance Company of Zimbabwe Limited.

George Manyere – Non-Executive DirectorGeorge is the Chief Executive Officer/Chief Investment Officer and founder of Brainworks Zimbabwe. He holds a Bachelor of Accounting Science and Honours in Accounting Science from the University of South Africa. He also holds a Certificate in Theory of Accounting from the University of South Africa and has completed various international courses in finance, strategy and investment banking.

George has been involved in all phases of Brainworks Zimbabwe development since its founding in 2011. Brainworks is a leading and growing investment, consultancy and corporate advisory company, primarily in Zimbabwe, with total balance sheet size of approximately US$150 million, shareholders’ funds of approximately US$100 million, consolidated annual revenues of approximately US$65 million. It has employees in subsidiaries and associates approaching 1,500 as of 30 June 2015.

Within the first five years of its formation, Brainworks Zimbabwe has become one of Zimbabwe’s leading investment holding companies and a market leader in the provision of corporate advisory services. Under his leadership, Brainworks Zimbabwe has successfully concluded approximately US$150 million in proprietary investments (80% equity transactions and 20% debt), and approximately US$500 million in third party corporate advisory transactions comprising both debt and equity transactions. Brainworks Zimbabwe has successfully concluded investments in various sectors in Zimbabwe namely financial services (banking and insurance), petroleum logistics, hospitality and real estate.

Prior to founding Brainworks Zimbabwe, George was an investment professional with the International Finance Corporation (“IFC”), headquartered in Washington DC. While at IFC, he was responsible for investing in excess of US$600 million in sub-Saharan Africa, and managing a portfolio of investments in excess of US$400 million and represented IFC on several investee companies’ boards.

George sits on several boards of directors and these include Brainworks Zimbabwe and its subsidiaries, African Sun Limited, Dawn Properties Limited, GetBucks Limited, Zimbabwe Newspapers (1980) Limited and Ecobank Asset Management (Private) Limited.

Gert Thomas Fourie – Operations DirectorGert currently works for GetBucks Zimbabwe as Operations Director.

Gert has been part of the microfinance industry for the past 10 years and has been employed by two leading MFIs namely Kagisano Financial Services later known as Credit-U and Blue Financial Services. After his success within Blue Financial Services in the South African credit department and ensuring the company’s compliance throughout Africa, he was employed as country manager for Blue Uganda. Gert’s success is based on his ability to develop strategies that optimize growth, for which he leverages his experience and training in business risk management to identify trends and opportunities with an emphasis on compliance.


David Van Niekerk – Non-Executive DirectorDavid is the CEO of Mybucks the ultimate holding company of GetBucks Limited. David has over 15 years micro-finance corporate and executive management experience. He co-founded GetBucks Limited in 2010 where he is CEO. Prior to this he also founded Blue Financial Services in 2001 where he remained as CEO until 2010 and this company operated in 14 countries with a loan book size of approximately US$400million in 2009.

David started his career in the micro-finance industry when he joined Unity Financial Services in 1997, where he later became a shareholder and the operational manager of Unity Financial Services (Pty) Limited. The shareholding of Unity was later sold to Sanlam, Theta and Boland Bank. Eventually 100% was sold to Theta Investments.

David sits on the board of directors of GetBucks Limited and GetSure Life Assurance Company of Zimbabwe.

Rungamo Mbire – Independent Non-Executive DirectorRungamo is the Managing Partner of PACE Chartered Accountants. He is a Chartered Accountant (Zimbabwe) and holds a Masters in Business Leadership with the University of South Africa. He also holds a Bachelor of Science in Economics from the University of Zimbabwe, Bachelor of Accounting Science with the University of South Africa and is a registered estate agent.

Rungamo is a well-respected finance professional with a track record after having worked as Finance Director for Rainbow Tourism Group and Delta Corporation Limited – Food and Industrial. Previously he was the Managing Partner for Sub-Saharan Business Consultants, a consultancy and real estate firm.He sits on the board of directors of Zimbabwe Newspapers (1980) Limited, Star Africa Holdings Limited, Sub Saharan Estate Agents and PACE Chartered Accountants.

Milanda Manjengwah – Independent Non-Executive DirectorMilanda is a partner at Dube, Manikai & Hwacha Legal Practitioners in the Commercial and Financial Services Unit. Milanda is a holder of the Bachelor of Laws (Hons) degree with the University of Zimbabwe. She has been practicing with the firm for over eight years.

Milanda has over the years established herself as an expert in the fields of corporate restructurings and schemes of arrangements which have seen the revival of many ailing corporate giants in Zimbabwe, mergers and acquisitions, and energy and power projects.

In her formative years of practice Milanda also spent some time in the litigation unit of the firm where she successfully litigated in commercial mandates in the High and Supreme Courts of Zimbabwe and worked as part of the advisory team for private companies and parastatals engaged in arbitrations both locally and regionally. Milanda is a director of Aybid Investments (Private) Limited.

Peter Saungweme – Non-Executive DirectorPeter is the Finance Director for Dawn Properties Limited, a ZSE listed property company. He is a Chartered Accountant (Zimbabwe) and holds a Bachelor of Accounting Science from the University of South Africa and an Advanced Diploma in Auditing.

Peter possesses strong financial skills having been the Financial Controller of Ecobank Zimbabwe Limited and Finance Director at Cell Holdings (Private) Limited, a holding company with subsidiaries and associates with interest in short term and medical insurance..

Peter has vast experience of external audit in the banking, insurance , tourism and power generation sector having worked as an Auditor Manager for KPMG Chartered Accounts (Zimbabwe) for 5 years.Peter sits on the board of directors of Zimside Investments (Private) Limited and Café Au Investments (Private) Limited.

6. CORPORATE GOVERNANCE

Getbucks Financial Services Limited adheres to governance practices as stipulated by the Reserve Bank of Zimbabwe Corporate Governance Guideline. The Board has set up the Audit and Risk Committee, Remuneration Committee, Credit Committee and Loans Review Committee to assist in the discharge of its duties and responsibilities. The Board


has also appointed management committees to assist in the execution of its mandate namely, the Asset and Liability Committee (ALCO) and the Executive Committee.

Board of Directors

The Board of Directors is comprised of nine members. The board consists of 2 executive and 7 non-executive members. Of the 7 non-executive members 4 are independent non-executive directors. The chairpersons of the board and all board committees are independent non-executive directors. The chairman of the board of directors and other committees are Independent non-executive Directors.

Audit and Risk Committee

The Committee oversees the company’s financial reporting process, monitoring the integrity and appropriateness of the Company’s financial statements; evaluating the adequacy of the company’s financial and operational processes, compliance, internal controls and risk management processes and the selection, compensation, independence and performance of the company’s external and internal auditors. The Committee meets at least four times a year. The Committee meets regularly with the Company’s internal and external auditors. Both the internal and external auditors have unrestricted access to the audit Committee to ensure their independence and objectivity.

Composition Mr R. Mbire Chairman: Mr. P. Saungweme Mr G. Manyere Ms. M Manjengwah

Loans Review

The Loans Review Committee assesses compliance of the loan book with the lending policy and regulations. The Committee conducts loan reviews independent of any person or Committee responsible for sanctioning credit.

Composition Mr. P. Saungweme Chairman: Mr. R. Mbire Mr G. Manyere

Credit Committee

The Credit Committee’s main responsibilities are to consider loan applications beyond the discretionary limits of the Executive Credit Committee and to direct the formulation of, review and monitor the credit principles and policies of the Company.

Composition Ms. M Manjengwah Chairperson: Mr G Madzima Mr. D. Van Nierkerk Remuneration Committee

The Committee is responsible for setting the company’s remuneration philosophy and reviews the overall remuneration structures of the company, including all material remuneration proposals and packages for Executive Directors and senior personnel.

Composition Ms. M Manjengwah Chairperson: Mr W Kambwanji Mr D Van Nierkerk

Executive Committee

The Executive Committee is the operational management forum responsible for the delivery of the Company’s operational plans. The Executive Committee acts as a link between the Board and management and is responsible for implementation of operational plans, annual budgeting and periodic review of strategic plans, as well as identification and management of key risks. The Executive committee is made up of the Managing Director, Operations Director and Chief Finance Officer.


Assets and Liabilities Committee (ALCO)

The ALCO’s objective is to derive the most appropriate strategy for the bank in terms of the mix of assets and liabilities given its expectations of the future and potential consequences of interest rate movements, liquidity constraints and capital adequacy within on acceptable risk frameworks.

The committee is made up of executive committee members and heads of departments.

Directors’ interests in the Issuer

As at the last practicable date, the directors, directly and/or indirectly, held beneficial interest in GetBucks Zimbabwe’s shares. Details of the indirect and indirect interests held by the directors are set out below:

Beneficial

Director Direct IndirectPercentage of issued share

capital

Glovah Madzima - - -

Mercy Murevesi - 100 0.00%

Walter Tineyi Kambwanji - 100 0.00%

George Manyere - 100 0.00%

Gert Thomas Fourie - 100 0.00%

David Van Niekerk - - -

Rungamo Mbire - - -

Milanda Manjengwah - - -

Peter Saungweme - 100 0.00%Total - 500 0.00%

7. DIRECTORS REMUNERATION

It is the responsibility of the Remuneration Committee to set the company’s remuneration philosophy and reviewing the overall remuneration structures of the company, including all material proposals and packages for Executive Directors and senior personnel.

8. KEY MANAGEMENT OF THE ISSUER

The key members of the executive management team are shown in the table below:

Management Position

Mercy Murevesi Managing Director

Gert Thomas Fourie Operations Director

Paul Soko Chief Financial Officer

Edwin Tamuka Chavora Head of Treasury

Brian Jerahuni Head of Retail

Lawrence Kudakwashe Samusodza Head of Risk & Compliance


Brief profiles of each of the executive management team of GetBucks Zimbabwe, are provided below:

Mercy Murevesi Refer to the Director’s Section.

Gert Thomas Fourie Refer to the Director’s Section.

Paul Soko Paul is a Chartered Accountant (Zimbabwe) and holds a Bachelor of Accounting Science from University of South

Africa and a Master in Business Administration from University of Cape Town Graduate School of Business.

Paul is a finance and business development professional who has over a decade experience in finance, private equity and Venture Capital on the African Continent. His career started out with Ernst & Young in Zimbabwe. He subsequently held managerial posts at Art Corporation Limited and SMM Holdings Limited. He served as a Director of the Africa operations team of German Stock Exchange Listed African Development Corporation for over 6 years before joining Millicom’s first Technology Accelerator in Africa, T(h)ink as its General Manager. He has previously held various board memberships including Resolution Health East Africa and Iveri Payment Systems. He has wide industry experience that includes Financial Services and Electronic Payment Systems.

Edwin Tamuka Chavora Edwin holds a Bachelor of Commerce (Honours) Degree in Finance from National University of Science & Technology)

and Master of Science in Financial Management from University of London.

Edwin has extensive treasury experience. He was involved in the setting up of ReNaissance Merchant Bank Limited (“ReNaissance”) treasury department and in the branding exercise of the bank to Capital Bank Corporation Limited. He started his career as a junior dealer at Trust Merchant Bank Limited and later joined ReNaissance as a dealer and was promoted to become treasurer.

Brian Jerahuni Brian holds a Bachelor of Business Administration from the Institute of Marketing Management and a Master in

Business Administration from Regent Business School.

Brian has extensive retail and corporate banking experience after having worked in the banking industry for 12 years. He has worked for Barclays Bank of Zimbabwe Limited, ZB Bank Limited, AfrAsia Bank Zimbabwe Limited (formerly known as Kingdom Bank Limited), Ecobank Zimbabwe Limited and Central African Building Society.

Lawrence Kudakwashe Samusodza Lawrence holds a Bachelor of Commerce (Honours) Degree in Finance from National University of Science &

Technology and a Master of Science in Finance and Investments from National University of Science & Technology.

Lawrence’s areas of specialty include credit risk management, sales and marketing and operations. He has worked for FBC Bank Limited, BancABC, Ecobank Zimbabwe Limited and Fidelity Life Financial Services.

9. DETAILS OF ANY MATERIAL CHANGE IN THE BUSINESS OF THE ISSUER DURING THE LAST FIVE YEARS

There has been no material change in the business of the Issuer during the last five years, apart from the conversion of the license from credit only to deposit taking microfinance licence. GetBucks Zimbabwe was also listed on the ZSE on 15 January 2016.


10. BORROWING POWERS

The following extracts from the Articles of Association explain the borrowing powers of the Issuer:

“The Directors shall be entitled to exercise all the powers of the company to borrow money and to mortgage or charge all or any part of its undertaking, property, assets (present and future) and uncalled capital, and subject to the provisions of the Statutes, to create and issue debenture and other loan stock and debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the company or of any third party. Provided that the amount of the loan liabilities outstanding at any one time shall not, without the authority of an ordinary resolution of the members exceed two hundred per cent of the aggregate of:• The issued share capital and share premium of stated capital of the company at the date of the latest audited

consolidated balance sheet.• The total of the distributable and non-distributable reserves reduced by the amount of any of the adverse balance

of the consolidated income statement of the group.

Provided that no such sanction shall be required for the borrowing of any monies intended to be applied and actually applied within ninety days for the repayment (with or without premium) of any monies then already borrowed and outstanding and notwithstanding that the new borrowing may result in the above mentioned limit being exceeded.”

11. MEMBERS OF THE BOARD ON THE PROSPECTS OF THE ISSUER

The Board of Directors is confident that the business and financial integrity of the Issuer shall remain sound.


RISK FACTORS FACING THE ISSUER AND ITS BUSINESS

The Issuer believes that the factors outlined below may affect its ability to fulfil its obligations under the Notes. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.

The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes. Accordingly, the Issuer does not represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Programme Memorandum to reach their own views prior to making any investment decision. Capitalised terms used in this section shall bear the same meaning as defined in the section headed “Definitions”, unless expressly defined.

1. RISKS RELATING TO THE BUSINESS

1.1 Competition risk GetBucks Zimbabwe operates in a highly competitive industry that currently has 164 players registered by the RBZ.

There is also direct competition between MFIs and commercial banks due to high credit risk within the corporate sector and commercial banks have been competing with MFIs to lend to individuals who are regarded as lower risk. Increased competition from commercial banks that have large balance sheets and have set up dedicated units for SME banking as a way of capturing market share may negatively affect GetBucks Zimbabwe’s financial performance.

As a way of mitigating this risk, GetBucks Zimbabwe embraces technology as a means of differentiating itself to provide financial products and services to its customers with a quick turnaround time.

1.2 Credit risk Credit risk is the risk of financial loss if a customer or counterparty to a financial instrument fails to meet its contractual

obligations and arises principally from the GetBucks Zimbabwe loans and advances to customer. Credit risk of GetBucks Zimbabwe is managed at board level and management evaluates credit risk on an ongoing basis. The GetBucks Zimbabwe assesses and monitors this risk by way of their credit application process above which provides individual credit limits and these credit limits are regularly monitored.

This risk is further mitigated through the “deduct at source” or payroll collection models. Employment of customers by vetted employers effectively serve as security for loans provided to such customers, since the employer recovers the GetBucks Zimbabwe loan instalment directly from the customer’s salary.

1.3 Funding risk The microfinance sector faces funding risk largely attributable to liquidity constraints in the economy and limited

availability of wholesale funds. Thus the success of GetBucks Zimbabwe’s operations is highly dependent on the availability of funding to on lend to clients.

GetBucks Zimbabwe has been able to access funds in the local and offshore market through the use of promissory notes. The company will also make use of the funds from its deposit taking activities to on lend to customers as the deposits pick up.

1.4 Technology risk GetBucks Zimbabwe’s operations as a “fintech” company are dependent on the availability of an appropriate and

affordable technology platform that is able to assist it to meet its vision. The Company cannot assure that unforeseen technology developments will not render its services uncompetitive.

The Company actively seeks to invest in alternative technology to continue to be competitive


1.5 Liquidity risk Liquidity risk includes the risk of being unable to meet GetBucks Zimbabwe’s financial obligations as and when they

fall due because of an inability to liquidate assets at a reasonable price and in an appropriate timeframe.

Liquidity risk is measured and monitored by a cash flow approach on a daily basis against prudential caps fixed for liquidity gap positions. The liquidity position is projected every fortnight and the Issuer also maintains sufficient cash reserves on hand to disburse funds and fund unexpected cash shortages.

Please also refer to note 29 – Risk management under the financial information section for more details on the business risks faced by GetBucks Zimbabwe.

1.6 Operational risk This is the risk of losses arising from inadequate or failed internal processes, people and/or systems or from external

events. Practices to minimise operational risk are embedded across all transaction cycles. Departmental key risk indicators are used for the purpose of identifying major risks in the operating environment and methods of mitigating the risks. The Bank employs the standardised approach to determine capital required to cover operational risk. Each function carries out a risk and control assessment of their processes on a regular basis. The assessment results are reviewed by the executive committee of the bank. Internal Audit audits selected functions at given times

1.7 Currency risk Zimbabwe is currently using a basket of currencies under a multicurrency regime, with the USD as the functional and

reporting currency. GetBucks Zimbabwe, like any other entity operating in Zimbabwe is therefore exposed to various forms foreign exchange risks which would require active management.

2. RISKS SPECIFIC TO THE ISSUE

2.1 Notes may not be a suitable investment for all investors Each potential investor in any Notes must determine the suitability of investment in the Notes in light of its own

circumstances. In particular, each potential investor should:

• have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Programme Memorandum or any applicable supplement;

• have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such an investment will have on its overall investment portfolio;

• have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor’s currency;

• understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and

• be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured and appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor’s overall investment portfolio.

2.2 There is no active trading market for the Notes Notes issued under the Programme will be new securities which may not be widely distributed and for which there

is currently no active trading market (unless in the case of any particular Tranche, such Tranche is to be consolidated


with and form a single series with a Tranche of Notes which is already issued). If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Issuer. There is no assurance as to the development or liquidity of any trading market for any particular Tranche of Notes

2.3 The notes may be redeemed prior to maturity Unless in the case of any particular Tranche of Notes, the Applicable Pricing Supplement specifies that the Issuer

would be obliged to increase the amounts payable in respect of any Notes due to any withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Government of Zimbabwe or any political subdivision thereof or any authority therein or thereof having power to tax, the Issuer may redeem all outstanding Notes in accordance with the Conditions.

In addition, if in the case of any particular Tranche of Notes the Applicable Pricing Supplement specifies that the Notes are redeemable at the Issuer’s option Condition 7.3 (Redemption at the Option of the Issuer), the Issuer may choose to redeem the Notes at times when prevailing interest rates may be relatively low. In such circumstances an investor may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the relevant Notes.

3. RISK RELATING TO THE STRUCTURE OF THE PARTICULAR ISSUE OF NOTES

A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of certain such features:

3.1 Index-linked Notes The Issuer may issue Notes the terms of which provide for interest or principal payable in respect of such Note to be

determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a “Relevant Factor”) or with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that:• the market price of such Notes may be volatile;• no interest may be payable on such Notes;• payments of principal or interest on such Notes may occur at a different time or in a different currency than

expected;• the amount of principal payable at redemption may be less than the nominal amount of such Notes or even zero; • a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates,

currencies or other indices;• if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some

other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable is likely to be magnified; and

• the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.

3.2 Partly-paid Notes The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any

subsequent instalment could result in an investor losing all of its investment.

3.3 Notes issued at a substantial discount or premium The market values of securities issued at a substantial discount or premium from their principal amount tend to

fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.


3.4 Variable Rate Notes with a multiplier or other leverage factor Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other

leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features

3.5 Fixed/Floating Rate Notes Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a floating

rate, or from a floating rate to a fixed rate. The Issuer’s ability to convert the interest rate will affect the secondary market and the market value of such Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate may at any time be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower than then prevailing rates on its Notes.


TAXATION

Capitalised terms used in this section headed “Taxation” shall bear the same meanings as used in the section headed “Definitions”, unless expressly defined. The comments below are intended as a general guide to the relevant tax laws of Zimbabwe as at the Programme Date. The contents of this section headed “prospective subscriber for or purchaser of any Notes. Prospective subscribers for or purchasers of any Notes should consult their professional advisers in this regard.

1. WITHHOLDING TAX

1.1 Non-resident Noteholder Non-resident Tax on Interest was repealed with effect from 30 September 2009 by Finance Act 5 of 2009. However,

non-resident taxes on establishment fees and other ancillary services charges will be payable at 15% of gross fees in terms of section 30 and section 95 as read with 17th schedule of Income Tax (Chapter 23:06). The Noteholder may claim double tax relief on the applicable withholding taxes

1.2 Resident Noteholder Interest from a source in Zimbabwe payable by a financial institution on any loan is subject to resident tax of 15% on

the gross interest in terms of section 34 as with read 21st schedule of Income Tax Act (chapter 23:06). There are no taxes levied on the following interest payable:-• On class C shares of building societies;• To any financial institution;• To the holder of a money lenders’ licence; • To an insurer; and• To a foreign currency account.

2. CAPITAL GAINS TAX

Disposal of Notes by a Noteholder will be subject to capital gains tax in Zimbabwe in connection with the transfer or redemption of Notes in terms of section 8 (2) (e) of Capital Gains Tax Act (23:01). The issue of the notes will not be subject to capital gains tax. The disposal proceeds of a listed security is subject to a capital gains withholding tax of 1% of gross proceeds in terms of 39 (b) of the Finance Act (Chapter 23:04) and will not be subject to any further capital gains tax in terms of section 10 (n) of the Capital Gains Tax Act (Chapter 23:01.

3. STAMP DUTY

Stamp registration duties will be payable in Zimbabwe in connection with the transfer or redemption of the Notes in terms of section 24A (1) (a) and (b) of Finance Act (Chapter 23:04). The stamp duty is $0.40 for every $100 or part thereof of the debt secured or to be secured.

4. TAX TREATIES

Zimbabwe has entered into a number of double taxation agreements including with Botswana, Netherlands, Sweden, Norway, Bulgaria, Canada, Poland, Malaysia, Kuwait, Iran, Serbia, Montenegro, Congo, Mauritius, and Germany. France, United Kingdom and Northern Ireland, and is currently negotiating with South Africa.

5. VALUE ADDED TAX

Proceeds from disposal of bond notes and interest receivable are not subject to Value Added Tax (VAT). However, resident Noteholder may need to declare VAT on imported services in relation to any foreign expenses paid by the Noteholder in terms of section 13 of the Value Added Tax Act (Chapter 23:12). Brokerage fees on listed securities are subject to VAT.


EXCHANGE CONTROL

Capitalised terms used in this section headed “Exchange Control” shall bear the same meaning as defined in the section headed “Definitions”, unless expressly defined. The information below is intended as a general guide to the position under the Exchange Control Regulations as at the Programme Date. The contents of this section headed “Exchange Control” do not constitute exchange control advice and do not purport to describe all of the considerations that may be relevant to a prospective subscriber for or purchaser of any Notes. Prospective subscribers for or purchasers of any Notes should consult their professional advisers in this regard.

The Notes under this programme are subject to Exchange Control Regulations.


FINANCIAL AND LEGAL INFORMATION

Capitalised terms used in this section shall bear the same meaning as defined in the section headed “Definitions”, unless expressly defined.

The complete financial results for the past three financial years, including the full notes to the financial statements can be viewed at the offices of the Issuer during normal working hours.

The documents listed below have been filed with the ZSE and shall be deemed to be incorporated in and to form part of this Programme Memorandum and are available on the Issuer’s website, http://www.getbuckszw.com/ and for inspection by Noteholders, during normal business hours after the date of this Programme Memorandum, at the registered offices of the Issuer as set out herein:-

• the three previous financial periods (30 June 2016,2015,2014) audited annual financial statements of the Issuer together with such statements, reports and notes attached to or intended to be, are incorporated in the Programme Memorandum as Annexure 2;

• a copy of this Programme Memorandum;

• each Applicable Pricing Supplement;

• any other supplement to the Programme Memorandum circulated by the Issuer from time to time; and

• the Trust Deed which establishes the Trust and appoints the Trustee for the Noteholders, entered into by the Issuer and the Trustee on the date of the Programme Memorandum.


GENERAL INFORMATION

Words when used in this section headed “General Information” shall bear the same meaning as defined in the section headed “Definitions”, unless expressly defined.

1. REPORT BY DIRECTORS ON MATERIAL CHANGES

The Directors confirm that there has been no material change in the financial or trading position of the Issuer for the past three years.

2. STATEMENT AS TO ADEQUACY OF CAPITAL

The Directors of GetBucks Zimbabwe are of the opinion that the working capital of GetBucks Zimbabwe, including the amounts raised from time to time by the issue of the Notes under the Programme, are adequate for the purposes of GetBucks Zimbabwe for the foreseeable future.

3. AUTHORISATION

All consents, approvals, authorisations or other orders of all regulatory authorities required by the Issuer under the laws of the Republic of Zimbabwe have been given for the establishment of the Programme and the issue of Notes and for the Issuer, the Arranger(s), Debt Sponsor, Legal Advisor, Trustee to the Notes, the Transfer Secretary, Paying Agent and Calculation Agent to undertake and perform their respective obligations under the Programme.

4. LITIGATION

The Issuer (whether as defendant or otherwise) is not engaged in any legal, arbitration, administration or other proceedings, the results of which might have or have had a material effect on the financial position or the operations of the Issuer, nor is it aware of any such proceedings being threatened or pending

5. AUDITORS OF THE ISSUER

PricewaterhouseCoopers Chartered Accountant (Zimbabwe) has acted as the auditor of the Issuer for the financial periods ending 30 June 2016, 2015 and 2014 of the Issuer. Their report is incorporated in this Programme Memorandum as Annexure 2.

6. LISTING

The Programme has been approved by the ZSE on 11 April 2017.

In the event that Notes that are intended to be listed are issued 12 months after the date of the Programme Memorandum or any Supplementary Programme Memorandum, the Issuer undertakes to prepare and publish a further Supplementary Programme Memorandum in compliance with the Debt Listings Requirements, unless exempted from such Debt Listing Requirements.

7. EXPERTS CONSENTS

The following letters of advisors consents will be available for inspection from the 12 April to 25 April 2017:• KPMG as Lead Arrangers;• Honey & Blanckenberg as Legal Advisor and Trustee; • Lynton Edwards as Co-Arranger and Debt Sponsor;• PwC as Independent Auditors and Reporting Accountants;• FTS as Transfer Secretary, Paying Agent and Calculation Agent.


8. DOCUMENTS AVAILABLE

So long as Notes are capable of being issued under the Programme, copies of the following documents will, when published, be available from the registered office of the Issuer for the time being in Harare:

• the published annual report of the Issuer, incorporating the audited annual financial statements of the Issuer in respect of the most recent three financial years;

• a copy of this Programme Memorandum; • each and any Supplementary Programme Memorandum circulated by the Issuer from time to time;• the Applicable Pricing Supplement relating to the particular Tranche of Notes that is being subscribed for; and• the Trust Deed which establishes the Trust and appoints the Trustee for the Noteholders, entered into by the

Issuer and the Trustee on the date of this Programme Memorandum• the Guarantee, in so far as the same is applicable.

9. RESPONSIBILITY STATEMENT OF MEMBERS OF THE BOARD

The members of the Board, whose names are given on page 42 of this document collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no other facts the omission of which would make any statement false or misleading, that they have made all reasonable enquiries to ascertain such facts and (if applicable) that the Programme Memorandum contains all information required by law.

The members of the Board confirm that the Programme Memorandum include all such information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) as investors and their professional advisers would reasonably require and reasonably expect to find for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the issuer and of the rights attaching to the securities to which the Programme Memorandum relates.

SIGNED AT HARARE ON THIS DAY OF 11TH APRIL 2017

Signed on original Signed on original

_____________________________ ____________________________

Name: Glovah Madzima Name: Paul SokoCapacity: Chairman Capacity: Company SecretaryWho warrants his authority hereto Who warrants her authority hereto


ANNEXURE 1: PROFORMA OF APPLICABLE PRICING SUPPLEMENT

GetBucks Financial Services Limited (“GetBucks Zimbabwe” or the “Issuer”)

Incorporated in Zimbabwe on 17 January 2012 and converted to a public company limited by shares on 4 November 2015 (Registration number 322/2012)

USD30,000,000 MEDIUM TERM NOTE PROGRAMME PRICING SUPPLEMENT

This document constitutes the Applicable Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall bear the meanings assigned to them set forth in the Terms and Conditions in the Programme Memorandum dated 12 April 2017. The Notes described in this Applicable Pricing Supplement are subject to the Terms and Conditions in the Programme Memorandum and this Applicable Pricing Supplement must be read in conjunction with such Programme Memorandum as read together with any Supplementary Programme Memorandum that may be issued. To the extent that there is any conflict or inconsistency between the contents of this Applicable Pricing Supplement and the Programme Memorandum, the provisions of this Applicable Pricing Supplement shall prevail.

Any capitalised terms not defined in this Applicable Pricing Supplement shall have the meanings ascribed to them in the section of the Programme Memorandum headed “Definitions”.

Prospective investors in the Notes of the Issuer as with any other listed security should ensure that they fully understand the nature of the Issuer’s operations, its valuation and the extent of their exposure to risks, and that they consider the suitability of the Issuer’s Notes as an investment in light of their own circumstances and financial position. The ZSE’s approval of the listing of the Issuer’s Notes should not be taken in any way as an indication of the merits of the Issuer. The ZSE has not verified the accuracy and truth of the contents of the documentation submitted to it, and the ZSE accepts no liability of whatever nature for any loss, liability, damage or expense resulting directly or indirectly from the investment in the said instrument.


1. PARTIES

1.1. Issuer GetBucks Financial Services Limited1.2. ZSE Debt Sponsor [ ]1.3. Dealer [ ]1.4. Arranger(s) [ ]1.5. Paying Agent [ ]

Specified Office [ ]1.6. Calculation Agent [ ]

Specified Office [ ]1.7. Transfer Secretary [ ]

Specified Office [ ]

2. PROVISIONS RELATING TO THE NOTES

2.1. Guarantor (if applicable) [ ]2.2. Form of Notes Listed Notes2.3. Series Number [ ]2.4. Tranche Number [ ]2.5. Aggregate Nominal Amount: [ ]i. Series [ ]ii. Tranche [ ]iii. Minimum Subscription Amount [ ]2.6. Interest [Interest-bearing/Non-interest bearing]2.7. Interest Payment Basis [Fixed Rate/Floating Rate/Zero Coupon/Index-

Linked/Dual Currency/Partly Paid /Instalment] Notes/Other Notes]

2.8. Automatic/Optional Conversion from one Interest/Redemption/Payment Basis to another

[Insert details including date for conversion]

2.9. Opening Date of Offer [ ]2.10. Closing Date of Offer [ ]2.11. Issue Date [ ]2.12. Specified Denomination [ ]2.13. Specified Currency [ ]2.14. Issue Price [ ]2.15. Interest Commencement Date [ ]2.16. Maturity Date/Settlement Date [ ]2.17. Maturity Type [ ]2.18. Applicable Business Day Convention Floating Rate Business Day / Following Business

Day / Modified Following Business Day / Preceding Business Day / other convention – insert details]

2.19. Final Redemption Amount [ ]2.20. Last Day to Register [ ]2.21. Books Closed Period(s) The Register will be closed from [ ] to [ ] and

from [ ] to [ ] (all dates inclusive) in each year until the Maturity Date

2.22. Default Rate [ ]

3. FIXED RATE NOTES

3.1. Fixed Rate of Interest [ ] percent per annum payable semi-annually in arrears

3.2. Interest Commencement Date [ ]3.3. Fixed Interest Payment Date(s) [ ] and [ ] in each year up to and including the

Maturity Date3.4. First Interest Payable [ ]3.5. Initial Broken Amount N/A3.6. Final Broken Amount N/A3.7. Interest Determination Date(s) N/A3.8. Day Count Fraction [ ]3.9. Any other terms relating to the particular method of calculating

interestN/A


4. FLOATING RATE NOTES

4.1. Interest Payment Date(s) [ ]4.2. Interest Period(s) [ ]4.3. Definition of Business Day (if different from that set out in

Definition)[ ]

4.4. Minimum Rate of Interest [ ] per cent per annum4.5. Maximum Rate of Interest [ ] per cent per annum4.6. Other terms relating to the method of calculating interest (e.g.:

Day Count Fraction, rounding up provision)[ ]

4.7. Manner in which the Rate of Interest is to be determined [ISDA Determination/Screen Rate Determination/other – insert details]

4.8. Margin [ ]4.9. If ISDA Determination: [Applicable/Non-Applicable] a) Floating Rate [ ]

b) Floating Rate Option [ ] c) Designated Maturity [ ] d) Reset Date(s) [ ] e) ISDA Definitions to apply [ ]4.10. If Screen Determination: [Applicable/Non-Applicable]

a) Reference Rate (including relevant period by reference to which the Rate of Interest is to be calculated)

[ ]

b) Interest Determination Date(s) [ ] c) Relevant Screen Page and Reference Code [ ]4.11. If Rate of Interest to be calculated otherwise than by ISDA

Determination or Screen Determination, insert basis for determining Rate of Interest/Margin/ Fallback provisions

[ ]

5. ZERO COUPON NOTES

5.1. Implied Yield [ ] Percent [NACA] [NACM] [NACQ] [NACS] [other method of compounding]

5.2. Reference Price [ ] Percent

5.3. Any other formula or basis for determining amount(s) payable [ ]

6. PARTLY PAID NOTES

6.1. Amount of each payment comprising the Issue Price [ ]

6.2. Dates upon which each payment is to be made by Noteholder [ ]

6.3. Consequences (if any) of failure to make any such payment by Noteholder

[ ]

6.4. Interest Rate to accrue on the first and subsequent instalments after the due date for payment of such instalments

[ ] per cent per annum

7. INSTALMENT NOTES

7.1. Instalment Dates [ ]

7.2. Instalment Amounts [ ]

8. MIXED RATE NOTES

8.1. Period(s) during which the interest rate for the Mixed Rate Notes will be (as applicable) that for:

[ ]

a) Fixed Rate Notes [ ]

b) Floating Rate Notes [ ]


c) Index-Linked Notes [ ]

d) Dual Currency Notes [ ]

e) Other Notes [ ]

8.2. The interest rate and other pertinent details are set out under the headings relating to the applicable forms of Notes

[ ]

9. INDEX-LINKED NOTES

9.1. Type of Index-Linked Notes [ ]

9.2. Index/Formula by reference to which Interest Rate / Interest Amount is to be determined

[ ]

9.3. Manner in which the Interest Rate / Interest Amount is to be determined

[ ]

9.4. Interest Period(s) [ ]

9.5. Interest Payment Date(s) [ ]

9.6. Provisions where calculation by reference to Index and/or Formula is impossible or impracticable

[ ]

9.7. Definition of Business Day (if different from that set out in Condition (Definitions)

[ ]

9.8. Minimum Rate of Interest [ ]

9.9. Maximum Rate of Interest [ ]

10. EXCHANGEABLE NOTES

10.1. Mandatory Exchange applicable [Yes/No]

10.2. Noteholders’ Exchange Right applicable [Yes/No]

10.3. Exchange Securities [ ]

10.4. Manner of determining Exchange Price [ ]

10.5. Exchange period [ ]

11. OTHER NOTES

If the Notes are not Partly Paid Notes, Instalment Notes, Fixed Rate Notes, Floating Rate Notes, Mixed Rate Notes, Zero Coupon Notes, Index-linked Notes or Exchangeable Notes or if the Notes are a combination of any of the aforegoing, set out the relevant description and any additional Terms and Conditions relating to such Notes

12. PROVISIONS REGARDING REDEMPTION / MATURITY

12.1. Redemption at the Option of the Issuer: [Yes/No]

If yes

a) Optional Redemption Determination Date(s) [ ]

b) Optional Redemption Amount(s) and method, if any, of calculation of such amount(s)

[ ]


c) Minimum period of notice (if different from Condition 9.3 (Redemption at the Option of the Issuer)

[ ]

d) If redeemable in part: [ ]

Minimum Redemption Amount(s) [ ]

Higher Redemption Amount(s) [ ]

e) Other terms applicable on Redemption [ ]

12.2. Redemption at the Option of the Noteholders: [Yes/No]

if yes:

a) Optional Redemption Determination Date(s) [ ]

b) Optional Redemption Amount(s) [ ]

c) If redeemable in part:

Minimum Redemption Amount(s) [ ]

Higher Redemption Amount(s) [ ]

d) Other terms applicable on Redemption [ ]

e) Attach pro forma put notice(s) [ ]

12.3. Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default (if required).

[Yes/No]

If no:

a) Amount payable; or [ ]

b) Method of calculation of amount payable [ ]

12.4. Redemption in the event of a Change of Control [Yes/No]

12.5. Final Redemption Amount [ ]

GENERAL

13. Securities Exchange [ZSE]

14. Additional selling restrictions [ ]

15. ZSE Code [ ]

16. ISIN Number [ ] 17. Stabilising manager [ ]

18. Provisions relating to stabilisation [ ]

19. Listing Date [ ]

20. Method of Offering [Private Placement/Auction/Book build/Public]


21. Credit Rating assigned to the [Issuer]/[Programme]/[Notes] [ ], assigned on [ ] and due for renewal on [ ]

22. Credit Rating assigned to the Guarantor [ ], assigned on [ ] and due for renewal on [ ]

23. Applicable Rating Agency [ ]

24. Governing law [ ]

25. Surrendering of Notes in the case of Notes represented by a Certificate

[ ] days after the date on which the Certificate in respect of the Note to be redeemed has been surrendered to the Issuer

26. Use of proceeds [ ]

27. Other provisions [Other Events of Default in addition to the Events of Default referred to in Condition 11 (Events of Default)]

29. DISCLOSURE BY ISSUER

The Issuer will for as long as any Tranche of Notes remains Outstanding, notify the Noteholders of any material change in the financial position of the Issuer.

Any material change in the financial position of the Issuer which is beyond the control of the Issuer, including any change as a result of a change of statute or regulations, shall not constitute an Event of Default.

29. RESPONSIBILITY

The Issuer accepts full responsibility for the information contained in this Applicable Pricing Supplement. To the best of the knowledge and belief of the Issuer (who has taken all reasonable care to ensure that such is the case) the information contained in this Applicable Pricing Supplement is in accordance with the facts and does not omit anything which would make any statement false or misleading and all reasonable enquiries to ascertain such facts have been made. This Applicable Pricing Supplement contains all information required by applicable law and the Debt Listings Requirements of the ZSE.

Application is hereby made to list this issue of Notes on 26 April 2017

SIGNED at Harare on this 11th day of April 2017

For and on behalf of

GETBUCKS FINANCIAL SERVICES LIMITED

Signed on original Signed on original

____________________________ _______________________________ Name: Mercy Murevesi Name: Glovah Madzima Capacity: Managing Director Capacity: Chairman Who warrants her authority hereto Who warrants his authority hereto


ANNEXURE 2: ACCOUNTANTS’ REPORT

The DirectorsGetBucks Financial Services LimitedGround Floor, MIPF House 5 Central AvenueHARARE

12 April 2017

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE AUDITED FINANCIAL INFORMATION OF GETBUCKS FINANCIAL SERVICES LIMITED.

IntroductionThe Directors of GetBucks Financial Services Limited (“GetBucks Zimbabwe”, or “the Issuer”, or “the Company”) are proposing to raise United States of America dollar (“US$”) 30,000,000 by way of issuing a Medium Term Note in terms of the Programme Memorandum dated 12 April 2017. The Issuer may from time to time issue notes denominated in US$ and having such maturity as may be agreed between the Issuer and the Arranger(s) as specified in the Applicable Pricing Supplement and approved by the Zimbabwe Stock Exchange (“ZSE”). The purpose of the issue is for the Issuer to re-finance their existing financing facilities and thereby reduce their cost of funding.

We present our report on the audited historical cost US$ financial information of GetBucks Zimbabwe for the years ended 30 June 2014, 30 June 2015 and 30 June 2016.

We have acted as independent auditor of GetBucks Zimbabwe and have reported on the financial statements of GetBucks Zimbabwe for the financial years ended 30 June 2014, 30 June 2015 and 30 June 2016.

The annual reports for the years ended 30 June 2014, 30 June 2015 and 30 June 2016 are available for inspection at GetBucks Zimbabwe, Ground Floor, MIPF House, 5 Central Avenue, Harare; the registered office of the Company. 1. Responsibilities

The compilation, contents and presentation of the Programme Memorandum are the responsibility of the Directors of GetBucks Zimbabwe. Our responsibility is to express an opinion on the financial information presented in the Programme Memorandum.

1.1 Directors’ responsibility for the financial statements The Directors are responsible for the preparation, contents and presentation of the Programme Memorandum and

the fair presentation of the report on the financial information in accordance with International Financial Reporting Standards (“IFRS”), and in the manner required by the Zimbabwe Companies Act [Chapter 24:03]. This responsibility includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

INDEPENDENT AUDITOR’S REPORTTO THE SHAREHOLDERS OF AFRICAN SUN LIMITED We have audited the consolidated financial statements of African Sun Limited and its subsidiaries (the “Group”), and the accompanying statement of financial position of African Sun Limited (‘the Company’) standing alone, together the “financial statements”, which comprise the consolidated and separate statements of financial position as at 30 September 2013, and the consolidated statements of comprehensive income, changes in equity and of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information set out on pages 44 to 109. Directors’ responsibility for the financial statements The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in the manner required by the Zimbabwe Companies Act (Chapter 24:03) and the relevant Statutory Instruments (“SI”) SI 33/99 and SI 62/96 and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. OpinionIn our opinion, the financial statements present fairly, in all material respects, the financial position of the Group and the Company as at 30 September 2013, and the Group’s consolidated financial performance and its consolidated cash flows for the year then ended, in accordance with International Financial Reporting Standards and in the manner required by the Zimbabwe Companies Act (Chapter 24:03) and the relevant Statutory Instruments SI 33/99 and SI 62/96.

PricewaterhouseCoopers Chartered Accountants (Zimbabwe)Harare23 January 2014


1.2 Reporting accountant’s responsibility Our responsibility is to express an opinion on the audited historical cost US$ financial information for the years ended

30 June 2014, 30 June 2015 and 30 June 2016 based on our work. 2. Scope of the audits

The audits conducted by us for the financial years ended 30 June 2014, 30 June 2015 and 30 June 2016 were conducted in accordance with International Standards on Auditing (“ISA”). Those standards require that the auditor complies with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal controls relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for the audit opinions.

3. Audit opinions

Year ended 30 June 2014 – audited The financial statements present fairly, in all material respects, the financial position of the Company as at 30 June

2014, and its financial performance and its cash flows for the year then ended in accordance with IFRS and in the manner required by the Zimbabwe Companies Act [Chapter 24:03] and the relevant Statutory Instruments (“SI”) SI 33/99 and SI 62/96.

Year ended 30 June 2015 – audited The financial statements present fairly, in all material respects, the financial positions of the Company as at 30 June

2015, and its financial performance and its cash flows for the year then ended in accordance with IFRS and in the manner required by the Zimbabwe Companies Act [Chapter 24:03] and the relevant Statutory Instruments (“SI”) SI 33/99 and SI 62/96.

Year ended 30 June 2016 – audited The financial statements present fairly, in all material respects, the financial position of the Company as at 30 June

2016, and its financial performance and its cash flows for the year then ended in accordance with IFRS and in the manner required by the Zimbabwe Companies Act [Chapter 24:03].

Signed on original

PricewaterhouseCoopersChartered Accountants (Zimbabwe)


STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016

Note2016US$

2015US$

2014US$

ASSETS

Cash and cash equivalents 4 3 370 560 1 528 606 797 229 Loans and advances to customers 5 13 812 780 11 600 480 6 175 231 Amounts due from shareholders 6 2 623 191 77 839 310 822 Other assets 7 452 941 309 741 81 278 Deferred tax assets 8 - 66 374 42 095 Intangible assets 9 13 466 786 114 Equipment 10 271 128 196 483 138 651

Total assets 20 544 066 13 780 309 7 545 420

EQUITY AND LIABILITIES

Equity Attributable to Owners of the Company

Share capital 11 109 100 100 Share application funds reserve 999 900 999 900 999 900 Share premium 2 883 628 - -Retained profits 6 536 188 5 021 932 1 459 502

Total equity 10 419 825 6 021 932 2 459 502

LIABILITIES

Other financial liabilities 13 1 233 433 591 343 594 508 Deposits from customers 14 657 888 -Current income tax payable 22 - 92 874 68 033 Deferred tax liabilities 8 17 009 -Borrowings 12 8 215 911 7 074 160 4 423 377

Total liabilities 10 124 241 7 758 377 5 085 918

Total equity and liabilities 20 544 066 13 780 309 7 545 420

The above statement of financial position should be read in conjunction with accompanying notes.


STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2016

Note2016US$

2015US$

2014US$

Interest income 15 7 846 020 6 868 389 2 940 743

Interest expense 16 (925 157) (1 036 779) (519 893)

Net interest income 6 920 863 5 831 610 2 420 850

Fee and commission Income 17 4 164 683 3 130 971 1 521 691

Total net income 11 085 546 8 962 581 3 942 541

Impairment and allowances 5.6 (954 601) (259 042) (295 598)

Operating expenses 18 (5 921 239) (2 557 946) (1 366 251)

Profit before taxation 4 209 706 6 145 593 2 280 692

Income tax expense 19 (1 195 450) (1 595 698) (639 129)

Profit for the year 3 014 256 4 549 895 1 641 563

Other comprehensive income

Items that will not be reclassified to profit or loss: - - -

Items that may be subsequently reclassified to profit or loss: - - -

Total comprehensive income/(loss) for the year, net of tax

3 014 256

4 549 895 1 641 563

Earnings per share (cents) 11 0.28 0.42 0.16

Diluted earnings per share (cents) 11 0.28 0.42 0.16

The above statement of comprehensive income should be read in conjunction with accompanying notes.


STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 30 JUNE 2016

Sharecapital

US$

Sharepremium

US$

Shareapplication

fund reserveUS$

RetainedEarnings

US$

Totalequity

US$

Balance at 1 July 2013 100 - 999 900 ( 182 061) 817 939

Profit for the year - - - 1 641 563 1 641 563 Other comprehensive income - - - - -

Total comprehensive income for the year - - - 1 459 502 1 459 502

Balance at 30 June 2014 100 - 999 900 1 459 502 2 459 502

Balance at 1 July 2014 100 - 999 900 1 459 502 2 459 502

Profit for the year - - - 4 562 430 4 562 430


Dividends declared and paid - - - (1 000 000) (1 000 000)

Total contributions by and distributions to owners of company recognised directly in equity

Balance at 30 June 2015 100 - 999 900 5 021 932 6 021 932

Balance at 1 July 2015 100 - 999 900 5 021 932 6 021 932

Profit for the year - - - 3 014 256 3 014 256


Share issue 9 - - - 9Share premium - 3 199 991 - - 3 199 991Share issue costs - (316 363) - - (316 363)Dividends declared and paid - - - (1 500 000) (1 500 000)Total contributions by and distributions to owners of Company recognised directly in equity 9

2 883 628 - (1 500 000) 1 383 637

Balance at 30 June 2016 109 2 883 628 999 900 6 536 188 10 419 825

The above statement of changes in equity should be read in conjunction with accompanying notes.


STATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2016

Note2016US$

2015US$

2014US$

Cash flows from operating activities

Cash generated from operations 21 3 820 024 3 123 972 ( 2 203 472)Interest received 120 654 - Interest paid (885 306) ( 613 191)Income tax paid 22 (1 419 505) (1 595 135) -

Net cash flows generated from operating activities 1 635 867 1 528 837 ( 2 816 663)

Cash flows from investing activities

Purchase of equipment 10 (204 702) (179 951) ( 99 507)Purchase of software 9 (16 775) (1 275)Advances to shareholders 23 (2 858 000) - - Repayments from shareholders 23 500 000 - -

Net cash flows utilised in investing activities (2 579 477) (181 226) ( 99 507)

Cash flows from financing activities

Proceeds from share issue 11 2 883 628 - - Proceeds from other financial liabilities 12 1 103 017 150 783 4 422 367 Proceeds from shareholders loan - 232 983 - Proceeds from loans from shareholders - - ( 915 934)Dividends paid (1 500 000) (1 000 000) -

Net cash flows generated from/(used in) financing activities 2 486 645 (616 234) 3 506 433

Net increase in cash and cash equivalents 1 543 035 731 377 590 263 Cash and cash equivalents at the beginning of the year 1 528 606 797 229 206 966

Cash and cash equivalents at the end of the year 4 3 071 641 1 528 606 797 229 The above statement of cash flows should be read in conjunction with accompanying notes.


1 GENERAL INFORMATION Getbucks Financial Services Limited (“Getbucks” or “the Company”) is registered as deposit taking microfinance

institution by the Reserve Bank of Zimbabwe, under the Zimbabwe Money Lending and Interest Rates Act (Chapter 14:41), and is a subsidiary of GetBucks Limited which holds 50.3%, (2015 :55%) of the company’s ordinary shares.

The Company was listed on the Zimbabwe Stock exchange on 15 January 2016 and obtained its deposit daking microfinance license during the same month.

The Company is a limited liability company incorporated and domiciled in Zimbabwe.

The address of its registered office is 1st Floor, MIPF House, 5 Central Avenue, Harare, Zimbabwe.

2 SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these financial statements are set out below. These

policies have been consistently applied to all the years presented, unless otherwise stated. 2.1 Basis of preparation The GetBucks financial statements have been prepared in accordance with International Financial Reporting Standards

(“IFRS”), and International Financial Reporting Interpretations Committee (‘’IFRIC’’) interpretations and in the manner required by the Zimbabwe Companies Act (Chapter 24:03). The financial statements have been prepared on the historical cost basis.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates.

It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.

2.1.1 Changes in accounting policy and disclosures

(a) New standards, amendments and interpretations, issued but not effective for the first time for 30 June 2016 year-end

The following new standards, amendments and interpretations are effective for accounting periods beginning on or after 1 July 2015 and are relevant to the Company;

IFRS Effective date Executive Summary

Amendments to International Accounting Standards (“IAS”) 1,’Presentation of financialstatements’ disclosure initiative

1 January 2016 In December 2014 the International Accounting Standards Board (“IASB”) issued amendments to clarify guidance in IAS 1 on materiality and aggregation, the presentation of subtotals, the structure of financial statements and the disclosure of accounting policies.

Amendment to IAS 12 –Income taxes

1 January 2017 The amendments were issued to clarify the requirements for recognising deferred tax assets on unrealised losses. The amendments clarify the accounting for deferred tax where an asset is measured at fair value and that fair value is below the asset’s tax base.

They also clarify certain other aspects of accounting for deferred tax assets.

The amendments clarify the existing guidance under IAS 12. They do not change the underlying principles for the recognition of deferred tax assets.



Amendment to IAS 7 –Cash flow statements

1 January 2017 In January 2016, the (“IASB”) issued an amendment to IAS 7 introducing an additional disclosure that will enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendment responds to requests from investors for information that helps them better understand changes in an entity’s debt. The amendment will affect every entity preparing IFRS financial statements. However, the information required should be readily available. Preparers should consider how best to present the additional information to explain the changes in liabilities arising from financing activities.

IFRS 15 – Revenue fromcontracts with customers

1 January 2018 The Financial Accounting Standards Board (“FASB”) and IASB issued their long awaited converged standard on revenue recognition on 29 May 2014. It is a single, comprehensive revenue recognition model for all contracts with customers to achieve greater consistency in the recognition and presentation of revenue. Revenue is recognised based on the satisfaction of performance obligations, which occurs when control of good or service transfers to a customer.

IFRS 9 – FinancialInstruments (2009&2010)• Financial liabilities• Derecognition of financial

instruments• Financial assets• General hedge accounting

1 January 2018 This IFRS is part of the IASB’s project to replace IAS 39. IFRS 9 addresses classification and measurement of financial assets and replaces the multiple classification and measurement models in IAS 39 with a single model that has only two classification categories: amortised cost and fair value. The IASB has updated IFRS 9, ‘Financial instruments’ to include guidance on financial liabilities and derecognition of financial instruments. The accounting and presentation for financial liabilities and for derecognising financial instruments has been relocated from IAS 39, ‘Financial instruments: recognition and measurement’, without change, except for financial liabilities that are designated at fair value through profit or loss.

2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 2.1 Basis of preparation (continued) 2.1.1 Changes in accounting policy and disclosures (continued)

(a) New standards, amendments and interpretations, issued but not effective for the first time for 30 June 2016 year-end (continued)

The following new standards, amendments and interpretations are effective for accounting periods beginning on or after 1 July 2015 and are relevant to the Company; (continued)



Amendment to IFRS 9 -’Financial instruments’, on general hedge accounting

1 January 2018 The IASB has amended IFRS 9 to align hedge accounting more closely with an entity’s risk management. The revised standard also establishes a more principles-based approach to hedge accounting and addresses inconsistencies and weaknesses in the current model in IAS 39.

Early adoption of the above requirements has specific transitional rules that need to be followed. Entities can elect to apply IFRS 9 for any of the following:

• Their own credit risk requirements for financial liabilities.• Classification and measurement (“C&M”) requirements for financial assets.• C&M requirements for financial assets and financial liabilities. • The full current version of IFRS 9 (that is, C&M requirements for financial assets and financial liabilities and hedge accounting).

The transitional provisions described above are likely to change once the IASB completes all phases of IFRS 9.

IFRS 16 – Leases 1 January 2019 After ten years of joint drafting by the IASB and FASB they decided that lessees should be required to recognise assets and liabilities arising from all leases (with limited exceptions) on the balance sheet. Lessor accounting has not substantially changed in the new standard.

The model reflects that, at the start of a lease, the lessee obtains the right to use an asset for a period of time and has an obligation to pay for that right. In response to concerns expressed about the cost and complexity to apply the requirements to large volumes of small assets, the IASB decided not to require a lessee to recognise assets and liabilities for short-term leases (less than 12 months), and leases for which the underlying asset is of low value (such aslaptops and office furniture).

A lessee measures lease liabilities at the present value of future lease payments. A lessee measures lease assets, initially at the same amount as lease liabilities, and also includes costs directly related to entering into the lease. Lease assets are amortised in a similar way to other assets such as property, plant and equipment. This approach will result in a more faithful representation of a lessee’s assets and liabilities and, together with enhanced disclosures, will provide greater transparency of a lessee’s financial leverage and capital employed.

One of the implications of the new standard is that there will be a change to key financial ratios derived from a lessee’s assets and liabilities (for example, leverage and performance ratios).

IFRS 16 supersedes IAS 17, ‘Leases’, IFRIC 4, ‘Determining whether an Arrangement contains a Lease’, SIC 15, ‘Operating Leases – Incentives’ and SIC 27, ‘Evaluating the Substance of Transactions Involving the Legal Form of a Lease’.


(a) New standards, amendments and interpretations, issued but not effective for the first time for 30 June 2016 year-end (continued)

The following new standards, amendments and interpretations are effective for accounting periods beginning on or after 1 July 2015 and are relevant to the Company; (continued)



(b) Annual Improvements 2014, issued September 2014

In September 2014, the IASB issued annual improvements to IFRSs 2012 – 2014 Cycle, which contain five amendments to four standards, excluding consequential amendments. The amendments are effective for annual periods beginning on or after 1 January 2016.


Amendment to IFRS 5 ‘Non-current Assets Held for Sale and Discontinued Operations’

1 January 2016 This is an amendment to the changes in methods of disposal – assets (or disposal groups) are generally disposed of either through sale or through distribution to owners. The amendment to IFRS 5 clarifies that changing from one of these disposal methods to the other should not be considered to be a new plan of disposal, rather it is a continuation of the original plan. There is therefore no interruption of the application of the requirements in IFRS 5.

The amendment also clarifies that changing the disposal method does not change the date of classification. Applicability of the offsetting disclosures to condensed interim financial statements.

The amendment removes the phrase ’and interim periods within those annual periods’ from paragraph 44R, clarifying that these IFRS 7 disclosures are not required in the condensed interim financial report. However, the Board noted that IAS 34 requires an entity to disclose an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the entity since the end of the last reporting period’. Therefore, if the IFRS 7 disclosures provide a significant update to the information reported in the most recent annual report, the IASB would expect the disclosures to be included in the entity’s condensed interim financial report.

Amendment to IFRS 7 – ‘Financial Instruments: Disclosures’

1 January 2016 Servicing contracts - the amendment clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset. An entity must assess the nature of the fee and arrangement against the guidance for continuing involvement in paragraphs IFRS 7.B30 and IFRS 7.42C in order to assess whether the disclosures are required.

Amendment to IAS 19 – ‘Employee Benefits’

1 January 2016 Discount rate: regional market issue - the amendment to IAS 19 clarifies that market depth of high quality corporate bonds is assessed based on the currency in which the obligation is denominated, rather than the country where the obligation is located. When there is no deep market for high quality corporate bonds in that currency, government bond rates must be used.



Amendment to IAS 34 – ‘Interim Financial Reporting’

1 January 2016 Disclosure of information ‘elsewhere in the interim financial report’

The amendment states that the required interim disclosures must either be in the interim financial statements or incorporated by cross-reference between the interim financial statements and wherever they are included within the greater interim financial report (e.g., in the management commentary or risk report).

The IASB specified that the other information within the interim financial report must be available to users on the same terms as the interim financial statements and at the same time. If users do not have access to the other information in this manner, then the interim financial report is incomplete.

2.1.2 Going concern The Company’s forecasts and projections, taking account of reasonably possible changes in trading performance,

show that the Company should be able to operate within the level of its current financing. After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.

2.2 Foreign currency translation a) Functional and presentation currency Items included in the financial statements of the Company are measured using the currency of the primary economic

environment in which the entity operates (“the functional currency”). The financial statements are presented in the United States of America dollar (“US$”), which is the Company’s functional and presentation currency.

b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the

dates of the transactions or valuations where items are re-measured. Foreign exchange gains or losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

Foreign exchange gains or losses are presented in the statement of comprehensive income within ‘other income’.


(b) Annual Improvements 2014, issued September 2014

In September 2014, the IASB issued annual improvements to IFRSs 2012 – 2014 Cycle, which contain five amendments to four standards, excluding consequential amendments. The amendments are effective for annual periods beginning on or after 1 January 2016. (continued)


2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3 Financial Instruments In accordance with IAS 39, ‘Financial instruments recognition and measurement’, all financial assets and liabilities have

to be recognised in the statement of financial position and measured in accordance with their assigned category. 2.3.1 Financial assets The Company classifies its financial assets in the following categories: at fair value through profit or loss, loans and

receivables and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

a) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in

this category if acquired principally for the purpose of selling in the short-term. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets.

b) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in

an active market and the Company does not intend to sell immediately or in the near term. The Company’s loans and receivables comprise loans and advances to customers and ‘cash and cash equivalents’ in the statement of financial position. Loans and receivables are initially measured at fair value plus incremental direct transaction costs, and subsequently measured at their amortised cost using the effective interest method. Loans and receivables are stated net of impairment allowances.

c) Available-for-sale financial assets Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any

of the other categories. Recognition and measurement Regular purchases and sales of financial assets are recognised on the trade-date - the date on which the Company

commits to purchase or sell the asset. Financial assets are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value are initially recognised at fair value, and transaction costs are expensed within administrative expenses in the statement of comprehensive income. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method.

Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category

are presented in the statement of comprehensive income in the period in which they arise. Dividend income from financial assets at fair value through profit or loss and available-for-sale financial assets is recognised in the statement of comprehensive income when the Company’s right to receive payments is established.

Changes in the fair value of monetary and non-monetary securities classified as available for sale are recognised

in other comprehensive income. When these financial assets are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the statement of comprehensive income as ‘gains or losses from investment securities’

The fair values of quoted investments are based on current bid prices. If the market for a financial asset (and for

unlisted securities) is not available, the Company establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models, making maximum use of market inputs and relying as little as possible on entity-specific inputs.

The Company classifies the financial instruments into classes that reflect the nature of information and take into account characteristics of those financial instruments.



2.3 Financial Instruments (continued)

2.3.2 Financial liabilities The Company’s financial liabilities are measured at amortised cost. Financial liabilities measured at amortised cost

include borrowings. The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or have expired.

Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently

carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

2.3.3 Categories of financial Instruments The Company classifies its financial instruments into classes that reflect the nature of information and takes into

account the characteristics of those financial instruments. The classification made can be seen in the table below: Category (as defined by IAS 39) Financial Instruments: recognition and measurement

Class (as determined by the company)

Subclasses (as determined by the company)

Financial assetsLoans and receivables Cash and cash equivalents

Other receivablesTerm loans Term loansTerm loans Term loans

Financial Liabilities Financial liabilities at amortized cost

BorrowingsOther liabilities

Amounts due to group companiesContingent liabilities and commitments

Loan commitments

2.3.4 Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported on the statement of financial position when

there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

Income and expenses are presented on a net basis only when permitted by accounting standards, or for gains or

losses arising from a group of similar transactions.

2.3.5 Impairment of financial assets Assets carried at amortised cost The Company assesses at each reporting date whether there is objective evidence that a financial asset or a group

of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred if, and only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset and that event has an impact on the estimated future cash flows of the financial asset or a group of financial assets that can be reliably measured.




2.3.5 Impairment of financial assets (continued) Assets carried at amortised cost (continued) Objective evidence that a financial asset or a group of financial assets is impaired includes observable data that comes

to the attention of the Company about the following loss events: (i) significant financial difficulty of the issuer or obligor; (ii) a breach of contract, such as default or delinquency in interest or principal payments (iii) the Company granting to the borrower, for economic or legal reasons relating to the borrower’s financial

difficulty, a concession that the lender would not otherwise consider; (iv) it becoming probable that the borrower will enter bankruptcy or other financial reorganisation; (v) the disappearance of an active market for that financial asset because of financial difficulties; or (vi) observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in a group including: -adverse changes in the payment status of borrowers in a group; or -national or local economic conditions that correlate with defaults on the assets in a group

If there is objective evidence that a loss event (or events) on loans and receivables carried at amortised cost has occurred, the amount of the allowance is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the allowance is recognised in the statement of comprehensive income. If a loan has a variable interest rate, the discount rate for measuring an impairment loss is the current effective interest rate determined under the contract.

When a loan is uncollectible, it is written off against the related allowance for loan impairment. Subsequent recoveries

of amounts previously written off decrease the amount of the allowance for loan impairment in the statement of comprehensive income.

2.3.6 De-recognition Financial assets are derecognised when the contractual rights to receive the cash flows from these assets have

ceased to exist or the assets have been transferred and substantially all the risks and rewards of ownership of the assets are also transferred (that is, if substantially all the risks and rewards have not been transferred, the Company tests controls to ensure that continuing involvement on the basis of any retained powers of control does not prevent de-recognition. The Company derecognises a financial liability when its contractual obligations have been discharged or cancelled or have expired.

Collateral furnished by the Company under standard repurchase agreements and securities lending and borrowing

transactions is not derecognised because the Company retains substantially all the risks and rewards on the basis of the predetermined repurchase price, and the criteria for de-recognition are therefore not met. This also applies to certain securitisation transactions in which the Company retains a portion of the risks.

2.3.7 Loans and advances to customers Loans and advances to customers are non-derivative financial assets with fixed or determinable payments that are

not quoted in an active market and the Company does not intend to sell immediately or in the near term. Loans and advances are initially measured at fair value plus incremental direct transaction costs, and subsequently measured at their amortised cost using the effective interest method. Loans and advances are stated net of impairment allowances.




2.3.7 Loans and advances to customers (continued)

Impairment allowances on advances and loans Impairment allowances are held in respect of loans and advances. The level of impairment is determined in accordance

with the provisions set out in International Accounting Standard, (“IAS”) 39, ‘Financial instruments: recognition and measurement’.

An allowance for loan impairment is established if there is objective evidence that the Company will not be able to

collect all amounts due according to the original contractual terms of the loans and advances. The amount of the allowance is the difference between the carrying amount and the recoverable amount.

The impairment allowance also covers losses where there is objective evidence that probable losses are present in

components of the loan portfolio at the statement of financial position date. These have been estimated based upon historical patterns of losses in each component, the credit ratings allocated to the borrowers and reflecting the current economic climate in which the borrowers operate. When a loan is uncollectible, it is written off against the related allowance for impairment. Subsequent recoveries are credited to the statement of comprehensive income.

Specific impairment for non-performing loans, covering identified impaired loans, are based on periodic evaluations of

the loans and advances and take account of past loss experience, economic conditions and changes in the nature and level of risk exposure.

Specific impairment against loans and advances is based on an appraisal of the loan portfolio, and is made where the repayment of identified loans is in doubt. Portfolio impairment is made in relation to losses which, although not separately identified, are known from experience to exist in any loan portfolio.

Impairment allowances, are applied to write-off advances when all security has been realised and further recoveries

are considered to be unlikely. Recoveries of bad debts that would have been written off are shown as other income in the statement of comprehensive income and where the bad debts are still part of an impairment allowance in the financial statements, they are shown as a recovery in the statement of financial position.

Non-performing loans Interest on loans and advances is accrued to income until such time as reasonable doubt exists about its collectability,

thereafter and until all or part of the loan is written-off, interest continues to accrue on customers’ accounts but is not included in income. Such suspended interest is deducted from loans and advances in the statement of financial position.

Renegotiated loans Loans that are either subject to collective impairment assessment or individually significant and whose terms have

been renegotiated are no longer considered to be past due but are reset to performing loan status. These loans are subject to ongoing review to determine whether they are considered impaired or past due.

2.4 Cash and cash equivalents Cash and cash equivalents includes cash on hand, other short-term highly liquid investments with original maturities of

three months or less that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in liabilities in the statement of financial position.



2.5 Intangible assets Software licenses Separately acquired software licences are shown at historical cost, less accumulated amortisation. Licences acquired

in a business combination are recognised at fair value at the acquisition date. Licences have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of licenses over the useful lives not exceeding two years.

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use

the specific software. These costs are amortised over their estimated useful lives of two years. Costs associated with maintaining computer software programmes are recognised as an expense as incurred.

2.6 Equipment a) Recognition and measurement The cost of an item of equipment is recognised as an asset if, and only if; it is probable that future economic benefits

associated with the item will flow to the entity and the cost of the item can be measured reliably.

Equipment is stated at historical cost less accumulated depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing working condition for its intended use, the cost of dismantling the asset and removing items and restoring the site on which they are located.

Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. Where parts of equipment have different useful lives, they are accounted for (major components) as separate equipment.

b) Subsequent measurement The cost of replacing part of an item of property and equipment is recognised in the carrying amount of the item if it

is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the statement of comprehensive income within ‘administrative expenses’ during the financial period in which they are incurred. Subsequent costs can also be recognised as separate assets.

Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives, as follows:Items Average Useful life

Furniture and fixtures 6 yearsMotor vehicles 5 yearsOffice equipment 5 yearsIT equipment 3 yearsLeasehold improvements Duration of the lease agreement

Depreciation methods, useful lives and residual values are reassessed at each reporting date. Gains or losses on disposals are determined by comparing proceeds with carrying amount. These are included in the

statement of comprehensive income within other ‘operating income’. The carrying amounts of the Company’s items of property and equipment are reviewed at each reporting date to

determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment allowance is recognised whenever the carrying amount exceeds its recoverable amount.

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

c) De-recognition The carrying amount of an item of property and equipment is derecognised on disposal or when no future economic

benefits are expected from its use or disposal.



2.7 Current income and deferred income tax Current income tax assets and liabilities The income tax expense for the year comprises current income and deferred tax. Income tax is recognised in the

statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in Zimbabwe. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes liabilities where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is recognised, using the liability method, on temporary differences arising between assets and liabilities

and their carrying amounts in the financial statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting

date and are expected to apply when the related deferred income tax asset is realised or the deferred tax liability is settled. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.8 Share capital Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or

options are shown in equity as a deduction, net of income tax, from the proceeds. 2.9 Share application reserve Proceeds received from investors for the purchases of shares not yet issued in their name are credited to the share

application fund reserve and transferred to stated capital upon formal issue and registration of the purchased shares to the investor.

2.9.1 Share issue costs Transaction costs incurred as a necessary part of completing an equity transaction are accounted for as part of that

transaction and are deducted from equity. These transaction costs of an equity transaction are accounted for as a deduction from equity to the extent that they are directly attributable to the equity transaction that otherwise would have been avoided.

2.10 Revenue recognition Revenue is derived substantially from the microfinance business and related activities and comprises interest income

and non-interest income. Revenue is measured at the fair value of the consideration received or receivable. No revenue is recognised if there are

significant uncertainties regarding the recovery of the consideration due and measurement of the associated costs incurred to earn the revenue. From the business of micro finance and related services, revenue comprises interest income and fees and commission income.



2.10 Revenue recognition (continued)

2.10.1 Interest income and interest expense Interest income and interest expense are recognised in the statement of comprehensive income for all interest-

bearing instruments on an accrual basis using the effective interest method. The effective interest rate is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the financial asset or liability to the carrying amount of the financial asset or liability. The effective interest rate is established on initial recognition of the financial asset and liability and is not revised subsequently. Where financial assets have been impaired, interest income continues to be recognised on the impaired value, based on the original effective interest rate until it reaches the induplum limit. Interest income excludes fair value adjustments on interest-bearing financial instruments. Fair value adjustments on financial instruments are reported under other income.

The calculation of the effective interest rate includes all fees paid or received, transaction costs, discounts or premiums

that are an integral part of the effective interest rate. Transaction costs are incremental costs that are directly attributable to the acquisition, issue, or disposal of a financial asset or liability.

2.10.2 Fee and commission income Fee and commission income is generally recognised on an accrual basis when the service has been provided. Loan

commitment fees (“establishment fees”) for loans that are likely to be drawn down are deferred over the life of the loan and set-off against acquisition costs that relate to the similar loans and tenures. Commission is earned on credit life insurance policies on loans.

2.11 Leases Company as a lessor Leases where the Company transfers substantially all the risks and rewards incidental to ownership of an asset to the

lessee are classified as finance leases. The outstanding principal amounts less unearned finance charges, are included in advances to customers in the statement of financial position.

The finance charges earned are computed at the effective interest rates in the contracts and are in proportion to

balances outstanding under each contract. The unearned portion of finance charges is shown as a deduction from loans and advances. The Company had no finance leases during the reporting period ended 30 June 2016 (30 June 2015: US$nil).

Lease income from operating leases is recognised in the statement of comprehensive income within ‘other operating

income’ on a straight-line basis over the lease term Company as a lessee Leases of assets under which the lessor effectively retains all the risks and rewards incidental to ownership are

classified as operating leases. Payments made under operating leases are charged to the statement of comprehensive income on a straight-line basis over the period of the lease.

2.12 Employee benefits a) Termination benefits Termination benefits are benefits payable as a result of the Company’s decision to terminate employment before the

normal retirement date (or contractual date) or whenever an employee accepts voluntary redundancy in exchange of those benefits. Termination benefits are recognised as an expense at the earlier of the following dates : (a) when the Company can no longer withdraw the offer for these benefits; and (b) when the Company recognises costs for a restructuring that is within the scope of IAS 37, ‘Provisions, contingent liabilities and contingent liabilities’, and involves the payment of terminal benefits. Termination benefits for voluntary redundancies are recognised if the Company has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably.



2.12 Employee benefits (continued)

b) Short-term benefits Short-term employee benefits are employee benefits (other than termination benefits) which fall due wholly within

twelve months after the end of the period in which the employees render service. Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

c) Bonus plans A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the

Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

d) Post-employment benefits Post-employment benefits are employee benefits (other than termination benefits) which are payable after completion

of employment. Obligations for contributions to a defined contribution pension plan are recognised as an expense in profit or loss when

they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

2.13 Provisions Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events

and it is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.

The increase in the provision due to passage of time is recognised as interest expense. Employee entitlements to

annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave.

2.14 Dividend Distribution Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements

in the period in which the dividends are declared by the Company’s Directors. 2.15 Segment information An operating segment is a component of an entity: - That engages in business activities from which it may earn revenues and incur expenses (including revenues and

expenses relating to transactions with other components of the same entity); - Whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions

about resources to be allocated to the segment and assess its performance; and - For which discrete financial information is available. The company operates within the micro-finance sector. The activities of the company are entirely related to providing

financial services to the low income earners in Zimbabwe who require funding for the daily consumption needs. The operating segment is reported in a manner consistent with internal reporting provided to the chief operating decision maker. The chief operating decision maker which is responsible for allocating resources and assessing performance of the operating segment, has been identified as the Executive committee, which makes strategic decisions.


3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The Company’s financial statements and its financial results are influenced by accounting policies, assumptions,

estimates and management judgement, which necessarily have to be made in the course of the preparation of the financial statements experience and other factors, including expectations with regard to future events. Accounting policies and management’s judgements for certain items are especially critical for the Company’s results and financial situation due to their materiality.

3.1 Income taxes The Company is subject to income tax in Zimbabwe. Significant judgement is required in determining the income

tax. There are many transactions and calculations for which ultimate tax determination during the ordinary course of business is estimated. The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final outcome of these matters is different from amounts that were initially recognised, such differences will impact the current and deferred income tax liabilities in the period in which such determination is made. Most of the company’s revenues are taxable and expenses deductible for tax purposes. Judgement is required to determine some estimates that qualify for tax deduction.

3.2 Impairment losses on loans and advances The Company reviews its loan portfolios to assess impairment at least monthly. In determining whether an impairment

allowance should be recorded in the statement of comprehensive income, the Company makes judgements as to whether there is a measurable decrease in the estimated future cash flows from a portfolio of loans before the decrease can be identified with an individual loan in that portfolio. Management uses estimates based on historical loss experience for assets with credit risk characteristics. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience.

Whereas in prior year the company computed specific and general impairment allowances this has now been modified

to a general allowance in which all loans are considered for impairment (refer note 29)

4 CASH AND CASH EQUIVALENTS

2016US$

2015US$

2014US$

Cash and cash equivalents consist of:Cash on hand 140 127 59 243 483 Bank balances 3 230 433 1 469 363 796 746

3 370 560 1 528 606 797 229 The credit quality of cash at bank and short term deposits, excluding cash on hand that are neither past due nor impaired

can be assessed by reference to external credit ratings (if available) or historical information about counterparty default rates:

2016US$

2015US$

2014US$

Credit rating

AA - - 719 AA- 37 654 29 032 - A+ 7 725 14 830 272 A - 95 634 -BBB 2 025 724 - - BB+ 1 054 432 1 243 927 7 436 B+ 27 057 85 940 -B- 77 841 - 788 319

3 230 433 1 469 363 796 746

The company utilises various banks for financial services and deposits. In addition the use of several institutions further manages concentration risk.


5 LOANS AND ADVANCES TO CUSTOMERS

2016US$

2015US$

2014US$

5.1 Loans and advances maturitiesConsumer loansMaturing within 3 months 6 742 519 3 711 338 3 040 610 Maturing within 3 - 12 months 5 687 935 3 264 512 1 597 901 Maturing 1- 5 years 756 071 3 803 113 1 742 544 Maturing over 5 years - 1 267 703 -

Gross carrying amount 13 186 525 12 046 666 6 381 055

Less credit impairment (note 5.6) 572 266 446 186 205 824 Specific impairment allowance (note 5.6) - 208 756 102 434 Portfolio impairment allowance 572 266 237 430 103 390

Net carrying amount 12 614 259 11 600 480 6 175 231

Current (no more than 12 months after reporting period) 11 858 188 6 529 664 3 797 538 Non-current (more than 12 months after reporting period) 756 071 5 070 816 2 377 693

12 614 259 11 600 480 6 175 231SME loans Maturing within 3 months 84 414 - -Maturing within 3 - 12 months 1 114 106 - -Gross carrying amount 1 198 520 - -

Impairment - - -

Net Carrying Amount 1 198 520 - -

Total net carrying amount 13 812 780 11 600 480 6 175 231

All SME loans as at 30 June 2016 were fully performing hence no impairment specific or general was applied to these loans.

The maturity analysis of loans and advances is based on the remaining period to contractual maturity from year end.The amount pledged as security by customers to Getbucks as at 30 June 2016 stood at US$ 2 988 000 (2015:US$nil).

Collateral comprises cession of book debts and mortgage bonds for SME loans (note 29.1).

5.2 Irrecoverable commitments There are no irrevocable commitments to extend credit, which can expose the Company to penalties or expense.

2016US$

2016%

2015US$

2015%

2014US$

2014%

5.3 Sectoral analysis

Consumer loans 12 614 260 91% 11 600 480 100% 6 175 231 100%Small and Medium Enterprises (“SME”) 1 198 520 9% - - - -

13 812 780 100% 11 600 480 100% 6 175 231 100%

Consumer Loans: relates to deduction at source based loans to civil servants and public sector employee lending.

SME: relates to loans and advances to small and medium enterprises. The Company does not report on operating segments as the SME sector does not meet the definition of a reportable

segment (note 25).


5 LOANS AND ADVANCES TO CUSTOMERS (CONTINUED)

5.3 Sectorial Analysis (continued)

Single highestcustomer loan

2016%

Single highestcustomer loan

2015%

Top 10highest loan

2016%

Top 10 highest loan

2015%

Customer concentration SME 29.2 - 52.0 -Consumer 0.04 0.04 0.4 0.4

5.4 Analysis of Credit Quality by Sector Grade 8-10: Substandard - Loss loans; vulnerable to bankrupt; 120+ days past due and impaired Grade 6 - 7: Speculative to highly speculative loans; management attention - special attention risk. 60 - 120 days past

due and impaired Grade 4-5: Moderate to fair loans; Acceptable with care risk 30 - 60 days past due and impaired Grade 1-3: Prime grade to satisfactory loans; insignificant to average risk

Grade 1-3US$

Grade 4-5US$

Grade 6-7US$

Grade 8-10US$

TotalUS$

As at 30 June 2014Consumer 5 916 571 92 134 37 113 129 413 6 175 231 SME - - - - -

5 916 571 92 134 37 113 129 413 6 175 231

As at 30 June 2015Consumer 11 056 956 257 171 70 632 215 721 11 600 480 SME - - - - -

11 056 956 257 171 70 632 215 721 11 600 480 As at 30 June 2016Consumer 11 999 894 162 883 288 987 162 496 12 614 260 SME 1 198 520 - - - 1 198 520

13 198 414 162 883 288 987 162 496 13 812 780

2016US$

2015US$

2014US$

5.5 Exposure to credit riskConsumer loansPast due and impairedGrade 8 - 10 369 104 215 722 129 413 Grade 6 - 7 460 074 70 632 37 113 Grade 4 - 5 260 469 257 171 92 134 Grade 1- 3 12 614 260 11 503 141 6 122 395 Gross carrying amount 13 186 526 12 046 666 6 381 055

Less credit impairment allowance (note 5.6) 572 266 446 186 205 824

Carrying amount 12 614 260 11 600 480 6 175 231

SME loansPast due and impairedGrade 8 - 10 - - - Grade 6 - 7 - - - Grade 4 - 5 - - - Grade 1- 3 1 198 520 - -

Gross carrying amount 1 198 520 - -

Gross carrying amount SME and Consumer Loans 14 385 046 12 046 666 6 381 055 Impairment (572 266) (446 186) (205 824) Net carrying amount 13 812 780 11 600 480 6 175 231Impairment as a percentage of gross loans and advances 4.0% 3.7% 3.2%


5 LOANS AND ADVANCES TO CUSTOMERS (CONTINUED)

5.5 Exposure to Credit Risk (continued) Amounts disclosed above as past due and impaired are the total amounts with a loan class where a portion of the

loans and advances are considered impaired.

Not all past due amounts have been fully provided as there is a history of repayment in those classes that has been considered in determining possible impairment.

5.6 Impairment loss on loans and advances

SpecificAllowance

US$

PortfolioAllowance

US$

TotalAllowance

US$

Balances as at 1 July 2013 37 804 - 37 804 Increase in impairment Allowance 156 208 139 390 295 598 Loans written off (127 578) - (127 578)

Balances as at 30 June 2014 66 434 139 390 205 824

Balances as at 1 July 2014 66 434 139 390 205 824 Increase in impairment Allowance 125 002 134 040 259 042 Loans written off (18 680) - (18 680)

Balances as at 30 June 2015 172 756 273 430 446 186

Balances as at 1 July 2015 172 756 273 430 446 186 (Decrease)/Increase in impairment Allowance (172 756) 1 127 357 954 601 Loans written off - (828 522) (828 522)

Balances as at 30 June 2016 - 572 265 572 265

All loans and advances are denominated in US$. Refer to note 29.1 for details on provision computation methodology. Provisioning according to the Reserve Bank of Zimbabwe loan classification system would give rise to a total provision

of $227 524.

5.7 Credit risk impact The table below lists the key risks affecting impairment of loans and advances, along with the anticipated impact on

profit or loss should the risk materialise:

2016US$

2015US$

2014US$

Effect of increase in emergence period by 1 monthIncrease in provision (consumer loans) 306 18 825 3 827 Increase in provision (SME loans) - - -

Effect of increase in loss ratio by % of portfolioIncrease in provision by 5% (consumer loans) 28 613 20 083 10 291 Increase in provision by 5% (SME loans) - - -

6 LOANS TO SHAREHOLDERS

2016US$

2015US$

2014US$

Brainworks Capital Management (Private) Limited 2 623 191 77 839 310 822The loan is secured bears interest at 18% per annum and interest and capital are repayable by 31 December 2017. The loan is secured by shares in two Zimbabwe Stock Exchange listed counters valued at US$5.8 mill based on market values as at 30 June 2016.These shares have been used as collateral to secure the NMB and TLG facilities in note 12.Current assets (no more than 12 months after the reporting period) 2 623 191 77 839 310 822Non-current (no more than 12 months after the reporting period) - - -

2 623 191 77 839 310 822 Refer note 23 for loan movement


7 OTHER ASSETS

2016US$

2015US$

2014US$

Prepayments

189 924

172 509

20 472 Tax receivable 214 564 - - Deposits 24 018 20 855 10 756 Sundry receivables 24 435 116 377 50 050

452 941 309 741 81 278

Other assets are all current and their carrying amounts approximate their fair values

8 DEFERRED TAX

2016US$

2015US$

2014US$

Deferred tax liabilityAccelerated capital allowance for tax purpose (2 753) (4 345) ( 5 633)Prepayments (161 614) (44 421) ( 5 272)

Total deferred tax liability (164 367) (48 766) ( 10 905)

Deferred tax asset Impairment of loans and advances 147 358 115 140 54 000

Net deferred tax asset/(liability) (17 009) 66 374 43 095

Reconciliation of deferred tax asset/(liability)At beginning of year 66 374 42 095 - Temporary differences recognised in the statement of comprehensive income (83 383)

24 279 42 095

At end of year (17 009) 66 374 42 095

9 INTANGIBLE ASSETS

2016US$

2015US$

2014US$

SoftwareOpening net book amount 786 114 1 306 Additions 16 775 1 275 - Amortisation charge (4 095) (603) ( 1 192)

Closing net book amount 13 466 786 114

Cost 20 434 3 659 2 384 Accumulated Depreciation (6 968) (2 873) ( 2 270)

Net book amount 13 466 786 114


10 EQUIPMENT

Furnitureand fittings

US$

Motor vehicles

US$

Officeequipment

US$

IT equipment

US$

LeaseholdImprovements

US$

TotalUS$

Year ended 30 June 2014Opening net book amount 42 896 - 7 521 16 325 - 66 742 Additions 101 96 207 1 304 1 895 - 99 507 Depreciation (8 113) (10 413) (1 750) (7 322) - (27 598)

Closing net book amount 34 884 85 794 7 075 10 898 - 138 651

Cost 48 684 96 207 9 977 23 535 - 178 403 Accumulated depreciation (13 800) (10 413) (2 902) (12 637) - (39 752)

Net book amount 34 884 85 794 7 075 10 898 - 138 651

Year ended 30 June 2015Opening net book amount 34 884 85 794 7 075 10 898 - 138 651 Additions 9 067 43 300 9 525 17 750 100 309 179 951 Depreciation (9 319) (27 071) (3 269) (11 991) (70 469) (122 119)

Closing net book amount 34 632 102 023 13 331 16 657 29 840 196 483

Cost 57 751 139 507 19 502 41 285 100 309 358 354 Accumulated depreciation (23 119) (37 484) (6 171) (24 628) (70 469) (161 871)

Net book amount 34 632 102 023 13 331 16 657 29 840 196 483

Year ended 30 June 2016Opening net book amount 34 632 102 023 13 331 16 657 29 840 196 483 Additions 57 252 15 985 13 035 45 495 72 935 204 702 Depreciation charge (14 692) (30 341) (5 719) (17 639) (61 667) (130 058)

Closing net book amount 77 192 87 667 20 647 44 513 41 108 271 128

Cost 115 003 155 492 32 537 86 780 173 244 563 056 Accumulated depreciation (37 810) (67 825) (11 890) (42 267) (132 136) (291 928)

Net book amount 77 193 87 667 20 647 44 513 41 108 271 128

11 SHARE CAPITAL

2016US$

2015US$

2015US$

Authorised20 000 000 000 ordinary shares with a normal value of US$0.0000001

2 000

2 000 2 000

Issued1 093 567 251 ordinary shares with a normal value of US$0.0000001 (2015:100)

109

100 100

Basic earnings 3 014 256 4 562 430 1 641 563

Diluted earnings 3 014 256 4 562 430 1 641 563

Number of shares used to calculate basic and diluted earnings per share 1 093 567 251 1 000 000 000 1 000 000 000

Earnings per share (cents) 0.28 0.42 0.16

Diluted earnings per share (cents) 0.28 0.42 0.16


11 SHARE CAPITAL (CONTINUED)

Number of shares in issue A share split of authorised share capital was done on 12 October 2015. 2000 ordinary shares were split into 20 000 000

000 (twenty billion shares). This split has been applied retrospectively for purposes of calculating earnings per share. The share split resulted in the issued share capital being 1 000 000 000 shares (one billion shares).

Following an initial public offering the number of shares in issue increased to 1 093 567 251.

Initial Public Offering On the 15th of January 2016 the company was successfully listed on the Zimbabwe Stock Exchange following a fully

underwritten initial public offer (IPO) that offered to the public 93 567 251 shares for sale. Total shares in issue after the offer were 1 093 567 251. Gross proceeds were $3 199 991 and net proceeds after issuing costs were $2 883 628. The shares with a nominal value of $0.0000001 per share were issued at $0.0342 per share giving rise to the current year share premium. Share issue costs of $313 363 directly attributable to the IPO were deducted from the share premium.

Unissued share capital The unissued share capital is under the control of the Directors subject to restrictions imposed by the Zimbabwe

Companies Act (Chapter 24:03) and the Articles and Memorandum of Association of the Company.

Share application reserve fund and share premium Share application reserve represents additional capital paid in by shareholders (note 2.9). Share premium arose from

premium paid on ordinary shares for the initial public offer.

12 BORROWINGS

2016US$

2015US$

2014US$

Held at amortised costComarton U. G. P. F. 5 215 911 2 064 859 1 863 369This liability consists of various promissory notes. Interest is charged at 11% per annum andpaid monthly. The loan is repayable by June 2017.The following covenants apply: The Company shall not incur obligations exceeding the value of this note on the performing loan book.TLG Capital 2 500 000 2 509 301 -The loan is secured with a bank guarantee using shares (note 6), bears interest at 11% per annum and is repayable in quarterly payments relating to interest and fees raised. The capital portion of the loan consists of US$2 500 000 and is repayable in February 2020.

NMB Bank Limited 500 000 2 500 000 -The liability consists of a term loan that accrues interest at 14% per annum paid monthlyThe loan is secured by a bank guarantee of $2 500 000 (note 6). The loan is repayable in July 2016 The following covenants apply Portfolio at risk (PAR) < 10% Non-performing loans (NPL) < 10% Cost to Income ratio < 60% Capital adequacy ratio > 15% AI Sharms Global Limited The loan was repaid during 2015.Credfin (Private) Limited The loan was repaid during 2015

-

-

-

-

-

2 525 000

35 0088 215 911 7 074 160 4 423 377

The company was in compliance with all covenants during the financial period

Non-current liabilities (more than 12 months after reporting period)At amortised cost 2 502 301 2 502 301 -

Current liabilities (more than 12 months after reporting period)At amortised cost 5 715 911 4 574 160 4 423 377

8 215 911 7 074 160 4 423 377The Company was in compliance with all covenants during the financialperiod.


12 BORROWINGS (CONTINUED)

2016US$

2015US$

2014US$

Fair value of other financial liabilitiesBorrowings carrying amount approximates the fair values.

Borrowings movement

Balance at 1 July 7 074 160 4 423 377 1 010 Proceeds/(Repayments) 1 103 017 4 422 367 4 422 367 Interest capitalised/(paid) 38 734 ( 1 771 584) -

8 215 911 7 074 160 4 423 377

The Company was in compliance with all covenants during the financial period.

13 OTHER FINANCIAL LIABILITIES

2016US$

2015US$

2014US$

Accruals and other liabilities 544 745 506 114 91 788 Management fees 225 000 - 488 462 Statutory fees 463 688 85 229 14 258

1 233 433 591 343 594 508

Fair value of other payablesOther payables carrying amounts approximates the fair value due to the short term nature of the payables. The carrying amounts of all trade and other payables are denominated in US$.

14 DEPOSITS FROM CUSTOMERS

2016US$

2015US$

2014US$

Deposits from customers are primarily composed of amounts payable on demand

IndividualCurrent accounts 19 050 - -Term deposits - - -

19 050 - -

Small and medium enterprisesCurrent accounts 462 557 - -Term deposits 176 281 - -

638 838 - -

Total 657 888 - -

Current 580 053 - -Non current 77 835 - -

Total 657 888 - - Deposits due to customers only include financial instruments classified as liabilities at amortised cost. Fair value of

deposits approximates carrying amounts.


15 INTEREST INCOME

2016US$

2015US$

2014US$

Interest income 7 846 020 6 868 389 2 940 743

16 INTEREST EXPENSE

Interest expense 925 157 1 036 779 519 893

17 FEE AND COMMISSION INCOME

Administration and initiation fees 4 085 900 2 882 991 1 378 422 Commission on insurance 78 783 247 980 142 296

4 164 683 3 130 971 1 520 718

18 OPERATING EXPENSES

Accommodation 39 120 35 825 30 300 Advertising, marketing and sales expenses 591 864 233 265 31 745 Bank charges 62 457 57 114 64 696 Collection costs 501 235 326 270 130 791 Consulting and professional fees 68 417 13 531 2 850 Depreciation 134 152 122 723 28 790 Staff costs and directors remuneration 1 333 612 738 556 490 498 Funding origination costs 404 182 132 325 37 831 Lease rentals on operating lease 132 841 120 368 88 406 License fees 18 314 33 699 10 987 Management fees 2 218 688 600 000 281 250 Repairs and maintenance 31 250 14 577 - Postage and courier 11 974 10 248 4 565 Printing and stationery 60 110 27 571 14 883 Staff welfare and refreshments 22 495 14 533 8 919 Telephone and fax 59 436 43 802 38 753 Travel 119 137 28 546 6 097 Insurance expenses 5 886 4 432 44 113 Other expenses 106 069 561 50 777

5 921 239 2 557 946 1 366 251

19 TAXATION EXPENSE

Major components of the tax expense

CurrentLocal income tax - current period 1 139 968 1 619 976 681 224

DeferredDeferred tax 83 381 (24 278) ( 42 095)

1 223 349 1 595 698 639 129

Reconciliation between accounting profit and tax expense:Accounting profit 4 209 706 6 158 128 2 280 692

Tax at the applicable tax rate of 25.75% (2015 : 25.75%) 1 083 999 1 585 718 587 278

Tax effect of adjustments on taxable incomeCapital allowances (29 942) (24 279) - Expenses not deductible 141 393 34 259 51 851

1 195 450 1 595 698 639 129


20 AUDITORS' REMUNERATION

2016US$

2015US$

2014US$

Fees 45 000 35 600 17 846 Tax and secretarial services - 15 589 7 590

45 000 51 189 25 436

21 CASH GENERATED FROM/(USED IN) OPERATIONS

Profit before income tax 4 209 706 6 158 128 2 280 692 Adjustments for:Depreciation and amortisation 134 152 363 085 160 810 Net impairment 124 501 - Finance costs 925 157 - Other income ( 307 533)Changes in working capital:Loans and advances to customers ( 2 338 381) ( 5 665 614) ( 5 091 815)Other assets 71 364 ( 228 462) ( 20 472)Increase in deposits from customers 657 888 - - Other financial liabilities 343 170 2 496 835 467 313

3 820 024 3 123 972 ( 2 203 472)

22 TAX PAID

Balance at beginning of the year (92 874) (68 033) - Current tax for the year recognised in profit or loss (1 112 067) (1 619 976) (681 224)Balance at end of the year (214 564) 92 874 68 033

(1 419 505) (1 595 135) (613 191)

23 AMOUNTS DUE (FROM)/TO SHAREHOLDERS LOAN

Opening balance (77 839) (310 822) 605 112 Payments to shareholders (2 858 000) - ( 915 934)Proceeds from shareholders loan 500 000 232 983 - Net interest charge (187 352) - -

Amount due from shareholders (2 623 191) (77 839) ( 310 822)

24 OPERATING LEASES

Operating leases - as lessee (expense)Minimum lease payments due- within one year 193 058 123 864 118 194

Operating lease payments represent rental payable for a number of branches and office premises occupied by the company. The lease agreements have terms up to a year. No contingent rent is payable

25 OPERATING SEGMENTS Management has determined the operating segments based on the reports reviewed by the Executive Committee

(chief operating decision maker) which is responsible for allocating resources to the reportable segments and assesses its performance. The consumer loans department is the only operating segment that meets the definition of a reportable segment under IFRS 8. The Company has no single customer whose revenue exceeds 10% or more of the Company’s revenues. All revenue is derived from customers in Zimbabwe. The Company does not report by geographical segment as such a split would not be meaningful. In view of this the company does not report on separate business segments.


26 RELATED PARTIES

26.1 RelationshipsHolding company MyBucks SA (Luxembourg)Intermediate holding company GetBucks Limited (Mauritius)Shareholder Brainworks Capital Management (Private) LimitedFellow subsidiaries GetBucks (Proprietary) Limited (Botswana)

BU Bucks (Proprietary) LimitedCashCorp (Proprietary) LimitedTU Loans (Proprietary) LimitedGetBucks Limited (Malawi)EMU-INYA Enterprises :Limited KenyaGetSure Botswana (Proprietary) Limited (Botswana)GetBucks Invest GmbH (Austria)GetBucks Spain SLGetBucks Poland SP z.o.o.GetBucks Financial Services Limited (Zambia)Ligagu Investments (Proprietary) Limited (Swaziland)

Entities under common control GetBucks (Proprietary) Limited (South Africa)VSS Financial Services (Proprietary) Limited (South) AfricaGetSure (Proprietary) Limited South Africa

2016US$

2015US$

2014US$

26.2 Related party balances

Loan accounts - owing/(to) by related partiesBrainworks Capital Management (Private) Limited (note 6) 2 623 191 77 839 309 776GetBucks Limited (Mauritius) - - 1 046

2 623 191 77 839310 822

26.3 Related party transactions

Interest paid to/(earned from) related partiesGetBucks Limited (Mauritius) - 707 (21 400)Brainworks Capital Management (Private) Limited (187 351) 146 449 (70 832)

(187 351) 147 156 (92 232)

Management fees paid to/(received from) related partiesGetBucks Limited (Mauritius) 2 218 688 600 000 281 250

Management fees are paid monthly. The fees relate to costs incurred for systems used in lending, collections and core banking infrastructure plus ongoing management support from the group.

26.4 Key management personnel compensation Key management personnel are those persons having authority and responsibility for planning, directing and controlling

the activities of the entity, directly or indirectly, and include the Managing Director, Operations Director, Chief Finance Officer, Head of Risk, Head of Retail, Head of Internal Audit and Head of Information Technology.

Short term employment benefits 441 202 139 149 139 941 Post employment benefits 5 472 1 492 3 552 Termination benefits - - -

446 674 140 641 143 493

27 EMPLOYEE BENEFITS Pension Fund All eligible employees contribute to the Getbucks pension fund which is a defined contribution pension fund. The

Company has no legal or constructive obligation to pay should fund assets be insufficient to meet fund obligations. Contributions to the pension fund are expensed as part of staff costs.

All employees are members of the National Social Security Authority Scheme (NSSA), to which both the Bank and the

employees contribute. Contributions by the employer are charged to profit and loss.


27 EMPLOYEE BENEFITS (CONTINUED) Pension Fund (continued)

2016US$

2015US$

2014US$

Pension expense 16 383 9 665 7 714 NSSA expense 8 732 5 842 6 217

25 115 15 507 13 931

28 DIRECTORS' EMOLUMENTS

2016US$

2015US$

2014US$

No emoluments were paid to the directors or any individuals holding a prescribed office during the previous year.

Non-executiveDirectors' fees for services as directors 72 456 93 100 -

29 RISK MANAGEMENT Financial risk management The Company’s activities expose it to a number of financial risks. Taking risk is core to a financial services business

and the company aims to achieve a balance between risk and return. The risk management policies are designed to identify, analyse these risk and set limits and controls and monitor the risk using up to date information systems. Risk management is carried out by management using board approved policies. The most important types of risks are credit, liquidity and market risk. Market risk includes currency and interest rate risk. Management is responsible for identifying, monitoring and mitigating financial risks faced by the company. The Group Board assists in ensuring compliance with these policies.

29.1 Credit risk Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails

to meet its contractual obligations and arises principally from the company’s loans and advances to customers. For risk management purposes, the company considers and consolidates all elements of credit risk exposure such as individual obligor default employer and default risk. Credit risk and exposure to loss are inherent parts of the Company’s business stemming from cash and cash equivalents (note 4) and loans and advances to customers and shareholders (note 5 and 6).

The provision of unsecured loans to individuals and business is the main activity of the company, hence exposure to credit risk and its management are key considerations of the business. Customer credit risk is mitigated by the utilisation of payroll collection models for unsecured individual loans which ensures that the loans are collectable during their tenure, and collateral security for SME loans.

The Board Credit Committee periodically reviews and approves the Company’s policies and procedures to define, measure and monitor the credit and settlement risks arising from the Company’s activities. Limits are established to control these risks. Any facility exceeding established limits of management must be approved by the Board Credit Committee Management evaluates the credit exposure and assures ongoing credit quality by reviewing individual loans and monitoring of any corrective action taken to address credit risk. These policies are contained in the Credit Policy.

The Company’s Credit Department periodically prepares detailed reports on the quality of the customers and adequacy of the loan impairment allowance for review. Any loan or portion thereof which is classified as a ‘loss’ is written off. To maintain an adequate allowance for credit losses, the Company generally provides for a loan or a portion thereof, when a loss is probable.

The objective of our credit risk management is to ensure that credit is granted to credit worthy clients so as to result in recovery of the loans following disbursements.


29 RISK MANAGEMENT (CONTINUED)

29.1 Credit risk (continued) The Company also has a Board Credit and Loans Review committees chaired by non-executive directors to monitor the

risk using information prepared by management as detailed in this note 29.1 and recommending corrective action to management where necessary. This committee meets quarterly and reports to the Board of Directors.

The Company mainly provides loans to gainfully employed individuals that work for companies and mostly the public service that have concluded a deduction agreement. In terms of the agreement the employer deducts loan instalments from customers’ salaries based on pre-agreed terms. This mitigates the risk of default on consumer loans.

Credit policies, procedures and limits TThe Company has sound and well-defined policies, procedures and limits which are reviewed and approved by the

Board of Directors and strictly implemented by management. Credit risk limits include delegated approval and write-off limits for management and Board Credit Committee, individual account limits and concentration. During the year the minimum loan granted and limits were US$50 (2015: US$50, 2014: US$50) and the maximum was US$350 000 (2015: US$5 000, 2014: US$5 000) for up to 18 months (2015:24 months, 2014: 24 months).

To ensure that the Company only lends to credit worthy customers, before loans are disbursed checks are conducted to verify identity, employment status and affordability of loan products being applied for. Where possible external credit checks are conducted. Similar checks are conducted for SME’s and where deemed necessary collateral or credit insurance is obtained to mitigate risk of default.

Credit risk mitigation and hedging As part of the Company’s credit risk mitigation and hedging strategy, various types of collateral is taken by the Company.

These include mortgage bonds over residential, commercial and industrial properties, cession of book debts and the underlying moveable assets financed.

Collateral held for exposure An estimate of the fair value of collateral and other credit enhancements held against loans and advances to customers

are shown below;2016US$

2015US$

2014US$

Value of collateral 2 988 000 - - Collateral comprises cession of book debts ($2 500 000) and mortgage bonds ($488 000) on SME loans that amount

to $635 500. These loans are fully performing. Credit risk on uncollateralised loans is managed by lending to SME’s with verified receivables and through the use of credit insurance policies.

Customer credit risk is mitigated by the utilisation of payroll collection models. Employment of customers by vetted employers recovers the group loan instalment directly from the customer’s salary.

In addition all consumer loans granted to customers are covered by credit life insurance that pays the company in case of death or permanent disability of the customer.

Impaired loans and securities Impaired loans and securities are those for which the Company determines that it is probable that it will be unable to

collect all principal and interest due according to the contractual terms of the loan. Past due but not impaired loans These are loans and securities where contractual interest or principal payments are past due but the Company believes

that impairment is not appropriate on the basis of the present value of security/collateral available and/or the stage of collection of amounts owed to the Company.

Loans with renegotiated terms Loans with renegotiated terms are loans that have been restructured due to deterioration in the borrower’s financial

position and where the Company has made concessions that it would not otherwise consider. Once the loan is restructured it remains in this category independent of satisfactory performance after restructuring. There were no renegotiated loans and advances to customers during the year (2015: nil)



29.1 Credit risk (continued)

Allowances for impairment The Company establishes an allowance for impairment losses that represents its estimate of incurred losses in its loan

portfolio. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loan loss allowance established for groups of homogeneous assets in respect of losses that have been incurred but have not been identified on loans subject to individual assessment for impairment.

Other considerations to provisioning policy The Company, though not required by Reserve Bank of Zimbabwe (“RBZ”), considers the provisioning requirements

as set out in the Banking Regulation 2000 in order to align its policies to group accounting policies, and the provisions of International Accounting Standard (‘’IAS 39’’) – “Financial instruments: recognition and measurement” and makes the most prudent provision for its loans and advances based on the two methods. Where the regulatory provisions are higher than those required by the IAS 39 impairment losses, the excess is treated as an appropriation to a reserve.

Impairment and provisioning policies During the current financial year the Company changed the method of calculating provisions to a method that better

reflects the risks taken by the business. The new method is described below: In measuring credit risk of loans and advances the Bank reflects three components;

(i) the probability of default by the client or counterparty on its contractual obligations (“PD”); (ii) current exposures to the counterparty (“EAD”); and (iii) the likely loss in the event of a default (“LGD”). Internal estimate of PDs and LGDs are based on model scores and observed historical data. Under IFRS impairment allowances are recognised where there is objective evidence of impairment as a result of one

or more loss events that have occurred after initial recognition of the assets and where these events had an impact on estimated future cash flows of the financial assets or portfolio of financial assets. To determine if a loss event has occurred, historical economic information similar to the current economic climate, overall customer risk profile, payment record and the realisable value of any collateral are taken into consideration.

Unidentified impairment Unidentified impairment allowances are raised to cover losses which are judged to be incurred but not yet specifically

identified in customer exposures at the balance sheet date, and which have not been specifically reported. The calculation is based on the asset’s probability of moving from performing to default within a given emergence period.

The emergence period is defined as the time lapse between the occurrence of trigger event (unidentified event) ‘and the impairment being identified at an individual account level (identified impairment) Unidentified impairment = probability of default (“PD”) x loss given default (“LGD”) x exposure

Identified impairment Consumer loan identified impairment is triggered when a contractual payment is missed. The impairment is calculated

as probability of default (“PD”) x loss given default (“LGD”) x outstanding amount. Higher PDs are applied to those customers who will have missed more contractual payments.

SME identified impairment is calculated on an individual basis and is the difference between outstanding balance and present value of future cash flows including value of any collateral. In identifying impairment the company takes into account many factors including period of default and reasons for default. As at 30 June 2016 all SME loans were fully performing.

Credit Risk Concentration

TotalUS$

Past due/ impaired

US$Write offs

US$

Impairmentallowance

US$ As at 30 June 2016

Retail 553 269 - - -Consumer 13 262 094 1 089 674 828 522 126 079 Services 43 291 - - -Health 24 658 - - -Agriculture 500 682 - - -Other 1 051 - - -

14 385 045 1 089 674 828 522 126 079 As at 30 June 2015Consumer 12 046 666 904 936 18 680 240 362

As at 30 June 2014Consumer 6 381 055 258 660 (127 578) 168 020

Also refer to note 5.3 for concentration information on loans.



29.1 Credit risk (continued)

Write-off policy The Company writes off a loan/security balance (and any related allowances for impairment losses) when the Credit

Department determines that the loans/securities are uncollectible. This determination is reached after considering information such as the occurrence of significant changes in the borrower/issuer’s financial position such that the borrower/issuer can no longer pay the obligation, or that proceeds from collateral will not be sufficient to pay back the entire exposure. For smaller balance standardised loans, write off decisions are generally based on a product specific past due status.

The Company holds collateral against loans and advances to customers in the form of mortgage interest over property, other registered securities over assets, charges against receivables and guarantees. Estimates of fair value are based on the value of collateral assessed at the time of borrowing, and generally are not updated except when a loan is individually assessed as impaired.

29.2 Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial

liabilities that are settled by delivering cash or another financial asset. Liquidity risk arises when assets and liabilities have differing maturities.

The liquidity risk is managed by the Management Assets and Liabilities Committee (‘’ALCO’’) of the Company which

reviews the Company’s liquidity profile by monitoring the difference in maturities between assets and liabilities and analysing the future level of funds required based on various assumptions, including its ability to liquidate investments and participate in money markets.

Assumptions used take into account loan collections, loan maturities, and operational costs. The Company’s liquidity as a lending institution is dependent on the ability to collect instalments from advances made to customers. In case of shocks, delays or inability to collect instalments the company relies on loan facilities from other financial institutions to ensure that it can meet its obligations.

The table below analyses the Company’s non-derivative financial assets and liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. Gap analyses are used to determine any periods of liquidity mismatch in order to take any necessary action in advance.

The amounts disclosed in the table are the contractual undiscounted cash flows:

Liquidity profiling as at 30 June 2016

0-1 month

US$

1-3 months

US$

3-6 months

US$

6-12 months

US$

1-5 yearsUS$

TotalUS$

AssetsCash and cash equivalents 3 370 560 - - - - 3 370 560 Loan book 5 224 091 3 789 342 5 320 530 5 531 400 792 369 20 657 732 Loans to shareholders - - 2 859 278 - - 2 859 278 Other receivables 238 377 - - - - 238 377

8 833 028 3 789 342 8 179 808 5 531 400 792 369 27 125 947

LiabilitiesBorrowings 837 010 165 360 213 708 5 352 815 3 195 140 9 764 033 Deposits from customers 430 459 - - 98 446 128 983 657 888 Trade payables 1 200 230 - - - - 1 200 230

2 467 699 165 360 213 708 5 451 261 3 324 123 11 622 151

Asset and liability gap 6 365 239 3 623 983 7 966 100 80 139 (2 531 754) 15 786 005

Cumulative gap 6 365 239 9 989 311 17 955 411 18 035 550 15 503 796 -


29 RISK MANAGEMENT AND CONTROL (CONTINUED)

29.2 Liquidity risk (continued) Liquidity profiling as at 30 June 2015

0-1 month

US$

1-3 months

US$

3-6 months

US$

6-12 months

US$

1-5 yearsUS$

TotalUS$

AssetsCash and cash equivalents 1 528 606 - - - - 1 528 606 Loan book 1 413 973 2 684 802 3 609 728 5 596 134 3 964 971 17 269 608 Loans to shareholders - - - 77 839 - 77 839 Other receivables - 608 660 - - - 608 660

2 942 579 3 293 462 3 609 728 5 673 973 3 964 971 19 484 713

LiabilitiesFinancial borrowings 361 198 754 125 - 3 449 536 2 509 301 7 074 160 Trade payables 890 262 - - - - 890 262 Current tax 92 874 - - - - 92 874

1 344 334 754 125 - 3 449 536 2 509 301 8 057 296

Asset and liability gap 1 598 245 2 432 788 3 609 728 2 224 437 1 455 670 11 427 417

Cumulative gap 1 598 245 4 137 582 7 747 310 9 971 747 11 427 417 -

29.3 Market risk The risk of a change in the actual or effective market value or earnings of a portfolio of financial instruments caused

by adverse movements in market variables such as equity, bond and commodity prices, currency exchange rates and interest rates, credit spreads, recovery rates, correlations and implied volatilities in all of the above.

The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising the return on risk.

Interest rate risk Cashflow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of

changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate because of changes in market interest rates.

The company’s main interest rate risk arises from long-term borrowings which are issued at fixed rates. These expose the group to cash flow interest rate risk which is partially offset by having a short term portfolio as the main asset in the company.

The table below indicates all interest bearing financial borrowings and all interest bearing financial assets (excluding cash and cash equivalents, other receivables and payables) at fixed rates.

2016US$

2015US$

2015US$

Fixed interest bearing assets 16 435 971 11 678 319 6 486 053Fixed interest bearing borrowings 8 215 911 7 074 160 4 423 377

This risk is managed by the Company’s Asset and Liabilities Committee (“ALCO”) through the analysis of rate sensitive

assets and liabilities, using such models as Scenario Analysis and control and management of the identified gaps. Scenario analysis of net interest income The Company’s loan book is affected by interest rate movements on net interest income. The desired interest rate risk

profile is achieved through effective management of the statement of financial position composition. When analysing the impact of a shift in the yield curve on the Company’s interest income, the Company recognizes that the sensitivity of changes in the interest rate environment varies by asset and liability class. Scenarios are defined by the magnitude of the yield curve shift assumed. Analysis of the various scenarios is then conducted to give an appreciation of the distribution of future net interest income and economic value of equity as well as their respective expected values.



29.3 Market risk (continued)

30 June 2016US$

Effect on profitbefore tax

30 June 2016US$

30 June 2015US$


30 June 2015US$

30 June 2014US$


30 June 2014US$

Interest rate change1% increase/ decreaseAssets 16 435 971 78 460 11 678 319 15 371 6 486 053 64 861 Liabilities 8 215 911 9 252 7 074 160 10 368 4 423 377 44 234

Net effect 69 208 5 003 20 627

The table below shows the interest rate repricing gap analysis; Interest rate repricing gap analysis

Up to 3 months

US$

3 months to 1 year

US$

Over 1 year

US$TotalUS$

As at 30 June 2016

AssetsCash and cash equivalents 3 370 560 - - 3 370 560 Loans and advances to customers 6 826 933 6 802 042 756 071 14 385 046 Amounts due from shareholders - 2 623 191 - 2 623 191

10 197 493 9 425 233 756 071 20 378 797

LiabilitiesDeposits from customers 430 459 98 446 128 983 657 888 Borrowings 1 365 714 4 350 197 2 500 000 8 215 911

1 796 173 4 448 643 2 628 983 8 873 799

Interest rate repricing gap 8 401 320 4 976 590 (1 872 912) 11 504 998

Cumulative gap 8 401 320 13 377 910 11 504 998 -

As at 30 June 2015

AssetsCash and cash equivalents 1 528 606 - - 1 528 606 Loans and advances to customers 3 277 113 2 882 565 4 477 534 10 637 212 Amounts due from shareholders 77 839 - - 77 839

4 883 558 2 882 565 4 477 534 12 243 657

Liabilities and shareholders equityBorrowings - 2 500 000 4 574 160 7 074 160

- 2 500 000 4 574 160 7 074 160

Interest rate repricing gap 4 883 558 382 565 (96 626) 5 169 497

Cumulative gap 4 883 558 5 266 123 5 169 497 -



29.3 Market risk (continued)

Interest rate repricing gap analysis (continued)Up to

3 monthsUS$

3 months to 1 year

US$

Over 1 year

US$TotalUS$

As at 30 June 2014

AssetsCash and cash equivalents 797 229 - - 797 229 Loans and advances to customers 2 489 340 1 308 198 2 377 693 6 175 231 Amounts due from shareholders 310 822 - - 310 822

3 597 391 1 308 198 2 377 693 7 283 282

Liabilities and shareholders equityBorrowings - 4 423 377 - 4 423 377

- 4 423 377 - 4 423 377

Interest rate repricing gap 3 597 391 ( 3 115 179) 2 377 693 2 859 905

Cumulative gap 3 597 391 482 212 2 859 905 -

29.4 Foreign currency risk The Company operates locally and has no foreign customers, therefore has limited foreign currency risk. Foreign currency risk arises from future commercial transactions and recognised assets and liabilities that are

denominated in a currency that is not the entity’s functional currency. As at year end, the Company was not exposed to foreign currency risk because all amounts were denominated in the

United States of America dollar (the “functional currency”). 29.5 Capital risk management The Company’s objectives when managing capital, which is a broader concept than the ‘equity’ on the face of the

statement of financial position, are: -to comply with the capital requirements set by the banking regulators; -to safeguard the Bank’s ability to continue as a going concern so that it can continue to provide returns; -for shareholders and benefits to customers and other stakeholders and; -to maintain a strong capital base to support the development of its business.

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The impact of the level of capital on shareholders’ return is also recognised and the Company recognises the need to maintain a balance between the higher returns that might be possible with greater gearing and the advantages and security afforded by a sound capital position.

The Company’s capital resources should therefore be adequate to absorb losses such as operating losses and capital losses on investments. As long as net losses can be fully offset against capital invested by the Company’s owners, the legal claims of clients or other creditors are not compromised, and the Company can continue to function without interrupting its operations.

The Company has complied with all externally imposed capital requirements throughout the period. There have been no material changes in the Company’s management of capital during the period.

The Reserve Bank of Zimbabwe (“RBZ”) regulates the minimum capital requirements of all microfinance lenders.

The shareholders’ equity for the Company at year end of US$10 419 525, was in compliance with the RBZ’s minimum capital requirement of US$5 000 000 by 31 December 2020.

Management determines capital requirements by analysing cash flow projections and taking into account growth and defined gearing ratios.



29.5 Capital risk management (continued) The gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including

current and non-current borrowings) less cash and cash equivalents as shown in the statement of financial position. Total capital is calculated as “equity” as shown in the statement of financial position plus net debt.

2016US$

2015US$

2014US$

Total borrowingsOther financial borrowings 8 215 911 7 074 160 4 423 377

8 215 911 7 074 160 4 423 377 Less: cash and cash equivalents 3 370 560 1 528 606 797 229 Net debt 4 845 351 5 545 554 3 626 148 Total equity 10 419 825 6 021 932 2 459 502

Total capital 15 265 176 11 567 486 6 085 650

Gearing ratio 32% 48% 60%

Capital adequacy and the use of regulatory capital are monitored daily by the Company’s management and the Directors employing techniques based on guidelines developed by the Basel Committee as implemented by the Reserve Bank of Zimbabwe for supervisory purposes. The Company’s regulatory capital is managed by management and comprises two tiers;

• Tier 1 Capital: comprises contributed capital, accumulated profits, capital reserves (comprising share premium and

share allocation reserves) • Tier 2 Capital: comprises impairment allowance

Capital Adequacy2016US$

Share capital 109 Share premium 2 883 628 Share application reserve 999 900 Accumulated profits 6 536 188

10 419 825 Less: deductionsInsider loan to shareholder 2 623 191

Total core capital 7 796 634

Supplementary capitalGeneral provisions 572 265

Core capital plus supplementary 8 368 899

Net Capital Base 8 368 899 Risk Weighted Assets 16 391 396 Tier 1 Ratio 48%Tier 2 Ratio 51%Capital Adequacy Ratio 51%

Credit risk capital Credit risk capital is subject to guidelines provided by the regulator which are based on Basel 1 principles. On this

approach the banking book exposures are categorised into broad classes of assets with different underlying risk characteristics. Risk components are transformed into risk weighted assets using predetermined exposure and loss probability factors. Capital requirements for credit risk are derived from the risk weighted assets.



29.5 Capital risk management (continued)

Market Risk Capital Market risk capital is assessed using regulatory guidelines which consider the risk characteristics of the different

trading book assets. Risk components are transformed into risk weighted assets and, therefore, capital requirements, based on predetermined exposure and loss probability factors.

Operational Risk Capital This is the risk of losses arising from inadequate or failed internal processes, people and/or systems or from external

events. Practices to minimise operational risk are embedded across all transaction cycles. Departmental key risk indicators are used for the purpose of identifying major risks in the operating environment and methods of mitigating the risks. The Company employs the standardised approach to determine capital required to cover operational risk. Each function carries out a risk and control assessment of their processes on a regular basis. The assessment results are reviewed by the executive committee of the bank. Internal Audit audits selected functions at given times

Total Capital Total capital for the Company is assessed to be sufficient to support current business and planned capital projects.

Growth in advances will continue to be pursued in such a way as to achieve economic asset yields.

30 COMPARATIVE FIGURES Where necessary the comparative figures have been reclassified to conform to current year presentation to present

the business more appropriately. The table below shows the effect of reclassification on the prior year statement of financial position statement of comprehensive income and cash flow statement.

Statement of financial position2015US$

Other financial liabilities 298 919 other assets (298 919)

-

Statement of CashflowsOther financial liabilities 298 919 other assets (298 919)

-

31 FAIR VALUE OF ASSETS AND LIABILITIES IFRS 13 ‘Fair value measurement’ requires an entity to classify its assets and liabilities according to a hierarchy that

reflects the observability of significant market inputs. The three levels of the fair value hierarchy are defined below: Quoted market prices - level 1 Assets and liabilities are classified as level 1 if their value is observable in an active market. Such instruments are

valued by reference to unadjusted quoted prices for identical assets of liabilities in active markets where the quoted price is readily available, and the price represents actual and regularly occurring market transactions. An active market is one in which transactions occur with sufficient volume and frequency to provide pricing information on an ongoing basis.

Valuation technique using observable inputs - level 2 Assets and liabilities classified as level 2 have been valued using models whose inputs are observable in an active

market either directly (that is, as prices) or indirectly (that is, derived from prices). Valuation technique using significant and unobservable inputs - level 3 Assets and liabilities are classified as level 3 if their valuation incorporates significant inputs that are not based on

observable market data (unobservable inputs). A valuation input is considered observable if it can be directly observed from transactions in an active market, or if there is compelling external evidence demonstrating an executable exit price.


31 FAIR VALUE OF ASSETS AND LIABILITIES (CONTINUED)

Comparison of carrying amounts and fair values for assets and liabilities not held at fair value The fair value of loans advanced to customers, lines of credit and amounts due to group companies approximate the

carrying amount due to the short term nature of the financial assets and liabilities.

Financial instruments not at fair value Fair Value Heirachy

Level 1

US$Level 2

US$Level 3

US$30 June

2016US$

As at 30 June 2016

Loans and advances to customers and shareholders - - 16 435 971 16 435 971Other assets - - 452 941 452 941

Total - - 16 888 912 16 888 912

Other financial liabilities - - 1 233 433 1 233 433 Deposits from customers - - 657 888 657 888 Borrowings - - 8 215 911 8 215 911

Total - - 10 107 232 10 107 232

As at 30 June 2015Loans and advances to customers and shareholders

- - 11 678 319 11 678 319

Other assets - - 309 741 309 741

Total - - 11 988 060 11 988 060

Other financial liabilities - - 591 343 591 343 Deposits from customers - - - -Borrowings - - 7 074 160 7 074 160

Total - - 7 665 503 7 665 503

As at 30 June 2014Loans and advances to customers and shareholders

- - 6 486 053 6 486 053

Other assets - - 81 278 81 278

Total - - 6 567 331 6 567 331

Other financial liabilities - - 594 508 594 508 Deposits from customers - - - - Borrowings - - 4 423 377 4 423 377

Total - - 5 017 885 5 017 885

The fair values of other financial liabilities are based on cashflows discounted using rates based on the borrowing rate at which a third party would be lending. In case of loans from financial institutions the rate charged by these institutions has been applied to calculate their fair value. These loans are within level 3 of the heirachy as the discount rates which take into account the company’s credit risk are not based on obtainable market data due to the absence of such data.


32 BORROWING POWERS The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking,

property and uncalled capital, or any part thereof, and to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

33 CONTINGENT LIABILITIES There were no contingent liabilities as at as at 30 June 2016 (30 June 2015: US$nil) 34 CAPITAL COMMITMENTS There were no authorised and contracted or authorised but uncontracted capital expenditure as at 30 June 2016. (30

June 2015: US$nil) 35 EVENTS AFTER THE REPORTING DATE There were no significant events after the reporting date requiring adjustments to be effected on the financial

statements or disclosure in the financial statements.


ANNEXURE 3: APPLICATION FORM

APPLICATION FORM

USD 30,000,000 MEDIUM TERM NOTE PROGRAMME For the offering of GetBucks Financial Services Limited

(“GetBucks Zimbabwe”)

I/We, the undersigned hereby apply to purchase the amount specified below, of Notes (the “Notes”) to be issued by GetBucks Zimbabwe upon the terms and conditions set out in this application form.

(please tick the appropriate box)

DOMESTIC MEDIUM TERM NOTESApplications must be made in accordance with the instructions set out in this document. Care must be taken to follow these instructions as applications that do not comply may be rejected. If there is any doubt, please consult the Arrangers.

Please complete all relevant sections of this form using BLOCK LETTERS where applicable

PARTICIPANT STATUS

(Please tick)

DATE

(Dd/mm/yyyy)

CONTROL NO. (REGISTRARS’ USE ONLY)

ResidentDECLARATION (PLEASE TICK)

I/We note that the Issuer and the Arrangers are entitled in their absolute discretion to accept or reject this application.

I/We confirm that I/We have read the Programme Memorandum dated 12 April 2017 and that my/our application(s) is/are made on the terms set therein.

I/We agree to accept the nominal amount as may be allocated to me/us subject to the terms in this Pricing supplement.

I/We authorise you to enter my/our name on the Register of Noteholders of the Notes that may be allotted to me/us and to register my/our address as given below.

I/We hereby irrevocably undertake and confirm my/our application(s) for Notes is on the terms outlined in the relevant Pricing supplement

Non-Resident

Tax Exempt (attach certificate)

Taxable

PARTICPIANT TYPE (Please tick)

Pension fund Manager

Unit Trust

Insurance Company

Corporate

Bank

Individual

Other


PARTICPANT DETAILS (INDIVIDUALS/CORPORATE/JOINT (Please use one box for one alphabet leaving one box blank between first word and second)

SURNAME/CORPORATE NAME

FIRST NAME (FOR INDIVIDUALS ONLY) OTHER NAMES (FOR INDIVIDUALS ONLY)

JOINT APPLICANT’S FIRST NAME (IF APPLICABLE) OTHER NAMES (FOR JOINT APPLICANT ONLY)

CONTACT PERSON (FOR CORPORATE APLPICANT)/NEXT OF KIN (FOR INDIVIDUAL APPLICATION)

ADDRESS IN FULL (PLEASE DO NOT REPEAT APPLICANT(S) NAME. POST BOX ALONE IS NOT SUFFICIENT

TEL

CITY COUNTRY EMAIL

PARTICIPATION AND ALLOTMENT DETAILSPlease credit my/our CDS Account as detailed below to the extent of the Notes are allotted:

PARTICIPANT’S CSDB ACCOUNT NO:

BANK DETAILS FOR INTEREST PAYMENTS

BANK NAME BRANCH

ACCOUNT NO CITY

SIGNATURESSIGNATURE SIGNATURE (SECOND/JOINT) OFFICIAL STAMP

NAME OF AUTHORISED SIGNATO-RY (Corporate only)

NAME OF AUTHORISED SIGNATORY (Corporate/joint)

DESIGNATION (Corporate only) DESIGNATION (Corporate only)

All applications must be for a minimum amount of USD 10,000 and in multiples of USD 10,000 thereafter.

BIDS BID VALUE: USD TENOR(YEARS)*

FIXED/FLOATING**: BID RATE (%) . %

*Tenors accepted will be either 3 or 5 year tenors**Floating rate will be linked to the xxxx (currently xxx%)


SPECIAL CONDITIONS REQUESTED

NOTES:

1. Completing the form

This completed form should e-mailed to Arrangers at the following address:

First Transfer Secretaries (Private) LimitedAttention: Bruce K. DzowaE-mail: [email protected] Tel: + 263 4 782 869/72

• Application lists will close at 17:00 on Tuesday, 25 April 2017.• All alterations to this application form must be authenticated by full signature. All applications must be made

without any conditions stated by applicants.• Under no circumstances whatsoever may the name of the applicant be changed and if this is done then the

application form will be invalid.• Applications are made subject to the provisions of the Programme Memorandum to which this form is attached. • Applications are irrevocable and may not be withdrawn or amended without the written consent of the Issuer.• Individual applicants must be over 18 years of age or older.

2. Acceptance

By signing an application form the applicant undertakes to pay the Issuer on the Issue Date. The Notes allotted to the bidder shall be in accordance with the provisions of the Trust Deed.

3. Settlement procedure

Payment of the purchase price for the Notes may be made:

• Payments to be made by successful applicants must be made into the following bank account with GetBuck Microfinance Bank, Account Number: 00120300009691, Account Name: GetBuck Zimbabwe Bond Proceeds • No application for amount below USD 10,000 will be accepted.

4. General

The Programme Memorandum and any contracts resulting from an acceptance of an application for the Notes shall be governed and construed in accordance with Zimbabwean Law.

5. Accepted Offer

All successful applicants will be furnished with a signed Pricing Supplement on 25 April 2017.