Annual Report 2008 NMBZ HOLDINGS LIMITED . CONTENTS Group Profile Financial Highlights Chairman's Statement ReportofThe Directors StatementofDirectors' Responsibility Report of the Independent Auditors Income Statements Balance Sheets Statements of Changes In Equity Cash Flow Statements Accounting Policies Notes to the Financial Statements Historical Five Year Financial Summary Notice to Members Shareholders' Analysis Shareholders' Information Secretary and Registered Office inside cover 1 2 - 3 4 - 8 9 -11 12 -13 14 15 16 17 18 - 25 26 - 58 59 - 60 61 62- 63 64 64 HIGHLIGHTS Attributable profit Basic earnings per share Total deposits Shareholders' funds Enquiries: NMBZ HOLDINGS LIMITED 2008 Z$trillion 2007 Z$trillion 125466224688 77 105107857291 230742119001 Benefit P. Washaya, Chief Executive Officer benefitw@nmbz.co.zw Benson Ndachena, Chief Financial Officer bensonn@nmbz.co.zw Website: Email: http://www.nmbz.co.zw enquiries@nmbz.co.zw NMBZ HOLDINGS LIMITED The year under review was characterized by: Rapidly rising inflation High money supply growth Accelerating domestic and extemal debt Negative interest rates Supply side constraints The existence of hyperinflation as defined by International Accounting Standard (IAS) 29 "Reporting in Hyperinflationary Economies" was formally identified in Zimbabwe by the Zimbabwe Accounting Practices Board, which decided thatiAS 29 would be applied for financial periods beginning on or after 1 January 2000. The results of the Group have not been adjusted to reflect the changes in the general level of prices due to unavailability of official Consumer Price Indices(CPI) as these were last published for July 2008. Consequently, these results have not been prepared in compliance with IAS 29, which requires the adjustment of the financial statements on the basis of the inflation indices over the reporting period and a restatement of prior year comparative figures. An adverse audit opinion has been issued on the results of the Group as the financial statements have not been prepared in accordance with IAS 29 due to the absence of official inflation statistics. The Zimbabwe dollar was debased on 1 August 2008 by the removal of ten zeros and consequently, as the figures are reported in trillions, all the comparative figures are nil. The Zimbabwe dollar was further debased on 1 February 2009 by the removal of an additional twelve zeros. As this was subsequent to 31 December 2008, the figures presented in this statement have not been adjusted for this effect. The profit before taxation was Z$150 113 390 956 trillion during the period under review. A historical cost attributable profit of Z$125 466 224 688 trillion was recorded for the year. Net interest income was Z$1 274662330 trillion. Non-interest income amounted to Z$234 847412514 trillion and this was mainly as a result of fair value adjustments on investment properties. While a conservative approach continues to be taken with respect to provisions for bad and doubtful debts, the charge amounted to Z$469 156 306 trillion for the current year. This is reflective of the loans and advances which amounted to Z$2 426 716 390 trillion at 31 December 2008, as well as a prudent lending policy in an uncertain environment. NMBZ HOLDINGS LIMITED The Group's total asset base was Z$419 659 855 890 trillion and comprised mainly of financial assets at fair value through profit and loss (Z$120 000056 trillion), cash and short term funds (Z$47187 135390 trillion), investment properties (Z$214 900 000 000 trillion) and property and equipment (Z$131 600000000 trillion). The banking subsidiary's capital adequacy ratio at 31 December 2008 calculated on the historical cost basis in accordance with the guidelines of the Reserve Bank of Zimbabwe (RBZ) was 62% (31 December 2007 - 20.21 %). The minimum required by the RBZ is 10%. The advent of the inclusive government and the changing political and economic landscape will usher in a conducive environment for business. The company will reconfigure itself in response to the new operating environment. I would like to thank our clients for their support and patience during the year under review. In addition, I would like to thank the Monetary Authorities for their wise counsel and guidance. I would also like to express my appreciation and gratitude to my fellow Board members, management and staff for their commitment and dedication during this particularly difficult year. GIBSON MANYOWA MANDISHONA CHAIRMAN NMBZ HOLDINGS LIMITED After providing for depreciation and taxation, the Group posted a historical cost consolidated profiltor the year of Z$125 466 224 688 for the year ended 31 December 2008. At 31 December 2008, the Bank's capital adequacy ratio computed under Bank for International Settlements (BIS) rules was 62% (2007 - 20.21%) based on historical cost figures. G M Mandishona A M T Mutsonziwa B P Washaya* B Ndachena* JAMushore J T Makoni C Chipato B W Madzivire M Mudukuti L Majonga (Ms) T N Mundawarara J Chigwedere (Chairman) (Non-executive director) (Chief Executive Officer) (Chief Financial Officer) (Non-executive director) (Non-executive director) (Non-executive director) (Non-executive director) (Non-executive director) (Non-executive director) (Non-executive director) (Non-executive director) In accordance with the Articles of Association, Dr G M Mandishona and Mr B Ndachena will retire by rotation at the forthcoming Annual General Meeting (AGM). All retiring directors, being eligible, offer themselves for re-election. NMBZ HOLDINGS LIMITED REPORT OF THE DIRECTORS as at 31 December 2008 (Continued) J TMakoni G M Mandishona B P Washaya T N Mundawarara B W Madzivire CChipato LMajonga M Mudukuti J Chigwedere JAMushore A M T Mutsonziwa B Ndachena B P Washaya F S Mangozho B Ndachena 31 December2008 31 December2007 Shares Shares 20692 5824 70560 4982717 11527697 Share Options 70560 1558223 8076687 Share Options 31 December 2008 31 December2007 6000000 3000000 4000000 4000000 NMBZ HOLDINGS LIMITED REPORT OF THE DIRECTORS as at 31 December 2008 (Continued) Name 1. Dr G M Mandishona 2. B P Washaya 3. Dr J T Makoni 4. B W Madzivire 5. J A Mushore 6. A M T Mutsonziwa 7. L Majonga (Ms) 8. B Ndachena 9. M Mudukuti 10. C Chipato 11. T N Mundawarara 12. J Chigwedere Name 1. B W Madzivire 2. A M T Mutsonziwa 3. L Majonga (Ms) Name 1. M Mudukuti 2. Dr G M Mandishona 3. B W Madzivire Name 1. A M T Mutsonziwa 2. C Chipato 3. M Mudukuti Name 1. TN Mundawarara 2. L Majonga (Ms) 3. J Chigwedere 4. B P Washaya Meetings Attended 7 7 7 7 7 7 7 7 7 7 7 4 7 7 nil 6 nil 4 7 7 7 7 7 4 Meetings Attended 4 4 4 4 3 4 Meetings Attended 4 4 4 4 4 4 Meetings Attended 4 4 4 2 4 4 Meetings Attended 3 3 3 3 3 3 3 3 NMBZ HOLDINGS LIMITED REPORT OF THE DIRECTORS as at 31 December 2008 (Continued) Name 1. C Chipato 2. T N Mundawarara 3. B P Washaya 4. B Ndachena Meetings Attended 3 3 3 3 3 3 3 3 The Bank follows a set of principles of Corporate Governance derived from the Code of Best Practice of the combined code of the United Kingdom, the King II Report of South Africa and the Reserve Bank of Zimbabwe (RBZ) Corporate Governance Guidelines. In line with these principles, the Board has an Audit Committee and a Remuneration Committee. In addition the Board has a Loans Review Committee as required by the RBZ. The number and calibre of the Bank's non-executive directors enables them to have a significant impact on the Board's decisions. There are twelve directors of whom, ten are non-executive directors. The chairman of the Board, and of all the Board committees are non-executive directors. The Board meets at least four times a year. The committee meets regularly with the company's internal and external auditors and executive management to review the adequacy of and compliance with the company's accounting, auditing, internal and statutory reporting procedures. Membership: B W Madzivire A M T Mutsonziwa (Non-executive director) LMajonga (Non-executive director) M Mudukuti G M Mandishona B W Madzivire (Chairman and non-executive director) (Non-executive director) (Non-executive director) The Loans Review Committee, chaired by a non-executive director, meets regularly to review the Bank's loan book for compliance with the board's lending policies and to assess the adequacy of impairment on loans and receivables. The members are independent of the lending process as required by the RBZ. A M T Mutsonziwa (Chairman and non-executive director) C Chipato M Mudukuti (Non-executive director) (Non- executive director) · NMBZ HOLDINGS LIMITED REPORT OF THE DIRECTORS as at 31 December 2008 (Continued) TN Mundawarara (Chairman and non-executive director) G M Mandishona (Non-executive director) B P Washaya (Chief Executive Officer) B Ndachena (Chief Financial Officer) The Committee examines the Group's Assets and Liabilities, strategies and significant financial matters and monitors the business and financial strategies of the Company. C Chipato (Chairman and non-executive director) TN Mundawarara (Non-executive director) B P Washaya (Chief Executive Officer) B Ndachena (Chief Financial Officer) F S Mangozho (Executive Director - Treasury) L Chinyamutangira (Divisional Director - Banking) TN Mundawarara (Non-executive director) L Majonga (Non-executive director) J Chigwedere (Non-executive director) B P Washaya (Chief Executive Officer) FS Mangozho (Executive Director - Treasury) At the forthcoming Annual General Meeting, shareholders will be asked to appoint auditors of the Company and to authorise the directors to fix the auditors' remuneration for the past year. B Ndachena Acting Company Secretary NMBZ HOLDINGS LIMITED These financial statements are the responsibility of the directors. This responsibility includes the setting up of internal control and risk management processes, which are monitored independently. The information contained in these financial statements has been prepared on the going concern basis and is in accordance with the provisions of the Companies Act (Chapter 24:03), the Banking Act (Chapter 24:20) and Intemational Financial Reporting Standards (with the exception of lntemational Accounting Standard 29). The Group adheres to principles of corporate governance derived from the King II Report, the United Kingdom Combined Code and the RBZ Corporate Governance Guidelines. The Group is cognisant of its duty to conduct business with due care and in good faith in order to safeguard all stakeholders' interests. Board appointments are made to ensure a variety of skills and expertise on the Board. Non-executive directors are of such calibre as to provide independence to the Board. The Chairman of the Board is a non-executive director. The Board is supported by various committees in executing its responsibilities. The Board meets at least quarterly to assess risk, review performance and provide guidance to management on both operational and policy issues. The board conducts an annual peer based evaluation on the effectiveness of its activities. The process involves the members evaluating each other collectively as a board and individually as members. The evaluation, as prescribed by the RBZ, takes into account the structure of the board, effectiveness of committees, strategic leadership, corporate social responsibility, attendance and participation of members and weaknesses noted. Remedial plans are invoked to address identified weaknesses with a view to continually improve the performance and effectiveness of the board and its members. It is the responsibility of the Board to ensure that effective financial controls are implemented in the Group.lntemal controls focus on critical risk areas and are based on established policies and procedures. Adequate segregation of duties is in place to enhance the effectiveness of these controls. The Board monitors the effectiveness of these controls through reviews by the Audit Committee and independent evaluation by the external auditors. The internal financial controls are designed to:- provide reasonable assurance of the integrity and reliability of financial information; safeguard income and assets; and prevent and detect fraud. The financial statements are prepared on the going concern basis. The Directors have assessed the ability of the company to continue operating as a going concern and believe that the preparation of these financial statements on a going concern basis is still appropriate. However, the Directors believe that under the current economic environment a continuous assessment of the ability of the company to continue to operate as a going concem will need to be performed to determine the continued appropriateness of the going concem assumption that has been applied in the preparation of these financial statements. NMBZ HOLDINGS LIMITED STATEMENT OF DIRECTORS' RESPONSIBILITY for the year ended 31 December 2008 (Continued) The internal audit activities have formally defined purposes, authority and responsibility consistent with the Institute of Internal Auditors' definition of internal auditing and include evaluating the effectiveness of the processes by which risks are identified, prioritised, managed and controlled. To this end a systematic, disciplined and objective approach has been developed to help the Group to accomplish its objectives and assist in evaluating and improving the effectiveness of risk management, control and governance processes. The internal audit activities include reviews of the reliability and integrity of financial and operating information, the systems of internal control, the means of safeguarding assets, the efficient management of the Group's resources, and the conduct of its operations. The Audit Committee comprising of non-executive directors and chaired by a non-executive director meets regularly to review the internal control environment, audit processes and financial reporting. The internal and external auditors have unrestricted access to the Audit Committee. The Remuneration Committee comprising of non-executive directors and chaired by a non-executive director determines the Group's policy for executive remuneration and pay reviews for staff. It sets individual remuneration terms and packages for executive directors and other senior executives. The remuneration policy is designed to reward performance and to retain high quality individuals. Accordingly, a discretionary performance related bonus is offered in addition to a basic salary package whilst a discretionary share option scheme has been introduced to facilitate the retention of senior executives. The Loans Review Committee, chaired by a non-executive director, meets regularly to review the banking subsidiary's loan book for compliance with the Board's lending policies and for the adequacy of impairment loss on loans and receivables. The Group encourages active participation by its employees in its ownership. In line with this commitment, managerial employees participate in the company's share option scheme. The Group is also committed to enhancing the skills of its staff and sponsors attendance at courses at reputable local and international institutions. The Group recognises its responsibility in the society within which it operates. Pursuant to this, the Group sponsors the arts and sports and also donates to deserving charities from time to time. The banking subsidiary is subject to regulation by the RBZ and the Registrar of Banks and Financial Institutions. Where appropriate the Group participates in industry-consultative committees and discussion groups aimed at enhancing the business environment. NMBZ HOLDINGS LIMITED STATEMENT OF- DIRECTORS' RESPONSIBILITY for the year ended 31 December 2008 (Continued) The company's directors are responsible for the preparation and fair presentation of the financial statements, comprising the balance sheet at 31 December 2008, and the income statement, the statement of changes in equity and cash flow statement for the year then ended, and the notes to the financial statements, which include a summary of significant accounting policies and other explanatory notes, in accordance with Intemational Financial Reporting Standards and legislative and regulatory requirements. The directors' responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presenta- tion of these financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. The directors have made an assessment of the company's ability to continue as a going concem as at the reporting date and have no reason to believe the business will not be a going concern in the year ahead, however this will be continuously assessed. The financial statements of the company and Group, appearing on pages 14 to 58, were approved by the board of directors on 7 May 2009 and are signed on their behalf by: G M Mandishona Chairman B P Washaya Chief Executive Officer NMBZ HOLDINGS LIMITED .~ 111111111111111111111111111111'"'' HERNST &YOUNG REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF NMBZ HOLDINGS LIMITED We have audited the accompanying group financial statements of NMBZ Holdings Limited set out on pages 14 to 58, which comprise the balance sheet as at 31 December 2008 and the income statement, statement of changes in equity and cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory notes. The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and the provisions of the Zimbabwe Companies Act (Chapter 24:03). This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain 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, except for the scope limitation stated under the paragraph "basis of adverse opinion". The Zimbabwe economy is recognised as being hyperinflationary for purposes of financial reporting. These financial statements have not been prepared in conformity with International Financial Reporting Standards in that the requirements of International Accounting Standard (IAS) 29, (Financial Reporting in Hyperinflationary Economies) have not been complied with. The Standard requires that financial statements that report in the currency of a hyperinflationary economy should be stated in terms of the measuring unit current at the balance sheet date. NMBZ HOLDINGS LIMITED The non-compliance with IAS 29 arises from the inability to reliably measure inflation due to the interaction of multiple economic factors which are pervasive to the Zimbabwean economic environment as explained in Note 35. The scope of our work was limited in that we could not obtain sufficient appropriate audit evidence in respect of foreign currency denominated accruals for Information Technology services. In our opinion, because of the significance of the matters described in the Basis for Adverse Opinion paragraph, the financial statements do not give a true and fair view of the financial position of the group and company as at December 312008, and of the results of its operations and cash flows for the year then ended in accordance with International Financial Reporting Standards. These financial statements have been properly prepared in accordance with the accounting policies set out on pages 18 to 25, and comply with the disclosure requirements of the Companies Act (Chapter 24:03) and the BankingAct (Chapter 24:20). The operations of the Company, have been significantly affected, and may continue to be affected for the foreseeable future, by the adverse effects of the country's unstable economic environment which has resulted in a significant downturn in economic activity. The ability of the company to continue operating as a going concern, in such an environment, is subject to continual assessment. The determination of fair values presented in the financial statements is affected by the prevailing economic environment and may therefore be distorted. This may result in significant variations in fair values, depending on factors and assumptions used in the determination of the fair values. The significant assumptions and the estimation uncertainties pertaining to transactions and items that are carried at fair value have been disclosed in Note 2.4, Note 35 and Note 36 to these financial statements. Ernst & Young Chartered Accountants (Zimbabwe) NMBZ HOLDINGS LIMITED INCOME STATEMENTS for the year ended 31 December 2008 Interest income Interest expense Net interest income Net foreign exchange losses Non-interest income Net operating income Operating expenditure Impairment losses on loans and advances Profit before taxation Taxation Financial institutions levy Profit for the year Earnings per share (Z$ trillion) - Basic - Headline - Diluted basic - Diluted headline Note HISTORICAL 2008 Z$trillion '2fJJ7 Z$trillion 3 4 4 5 6 6 1288157794 (13495464) 1274662330 (59329922212) 234847412514 176792152632 (26209 605 370) (469156306) 150 113 390 956 (23780437749) (866728519) 125 466 224 688 76.76 (38.17) 75.80 (37.68) NMBZ HOLDINGS LIMITED HISTORICAL COST BALANCE SHEETS as at 31 December 2008 SHAREHOLDERS'FUNDS Share capital Capital reserves Revenue reserve Total shareholders' funds LIABILITIES Deposits and other accounts Financial liabilities Provision for current taxation Deferred taxation ASSETS Cash and cash equivalents Financial assets at fair value through profit & loss Available-for-sale financial assets Advances and other accounts Group company loan Investments:- Trade investment Group companies Quoted and other investments Investment properties Property and equipment GROUP COMPANY Note 2008 Z$trillion 2007 Z$trillion 2008 2007 Z$trillion Z$trillion 9 10 11 12 13 6 14 15 13 13 16 17 18 19 Zl 21 22 105280000017 125462118984 3776564000 230742119001 3776564000 944166000 4720730000 137 924 059 052 28347562 869337330 50095992 945 419659855890 47187135390 120000056 235269 5887252878 19 965 232 297 214900000000 131600000000 419659855890 ~L- ............... , G M MANDISHONA . ~.~ ) : B NDACHENA Acting Company Secretary NMBZ HOLDINGS LIMITED for the year ended 31 December 2008 GROUP Balances at 1 January 2008 Profit for the year General provision for doubtful debts RBZ grading Deferred tax on general provision Revaluation of properties Deferred tax on revaluation of properties Own equity instruments (note 9.3) Dividends paid Balances at 31 December 2008 COMPANY Balances at 1 January 2008 Profit for the year Dividends paid +---- Capital Reserves ---. Share Capital Z$lrillion Share Premium Z$lrillion Revaluation Reserve Z$lrillion Accumulated Profit Z$lrillion Tota Z$lrillion 125466224688 125466 224 688 (5941670) 1835976 (5941670) 1835976 - - (10) 131600000000 (26319999983) (10) 131600000000 (26319999983) 105280000017 125462118984 230742119001 +---- Capital Reserves ---. Share Capital Z$lrillion Share Premium Z$lrillion Revaluation Reserve Z$lrillion Accumulated Profit Z$lrillion Tota Z$lrillion 3776564000 3776564000 Balances at 31 December 2008 3776564000 3776564000 NMBZ HOLDINGS LIMITED 2008 Z$1rillion '2ffJ7 Z$trillion Profit before taxation Non-cash items Impairment losses on loans and advances Investment properties fair value adjustment Quoted and other investments fair value adjustment 469156306 (214900000000) (19915416850) 28347562 137 924 059 052 (6362350854) (120000056) (235269) 47236950847 Operating cash flows before changes in operating assets and liabilities Changes in operating assets and liabilities Financial liabilities Deposits and other accounts Advances and other accounts Financial assets at fair value through profit and loss Available-for-sale securities Taxation Corporate tax paid (note 6.4) Net cash inflow from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment Purchase of quoted and other investments CASH FLOWS FROM FINANCING ACTIVITIES Purchase of own equity instruments Dividends paid Net cash outflow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at the end of the year (note 15) NMBZ HOLDINGS LIMITED As the banking subsidiary, NMB Bank Limited, constitutes the major part of the Group, the financial statements have been presented in a form applicable to a Commercial Bank registered in terms of the Banking Act (Chapter 24:20) and in conformity with International Financial Reporting Standards promulgated by the International Accounting Standards Board (IASB). International Financial Reporting Standards (IFRS's) include standards and interpretations of IFRSs and International Accounting Standards (lASs) developed by the International Financial Reporting Interpretations Committee (IFRIC) and approved for issue by the IASB as well as lAS's and Standards Interpretation Committee (SIC) interpretations issued under previous constitutions. The Group's financial statements are presented at least annually. Basis of consolidation The consolidated financial statements comprise the financial statements of the company and its subsidiaries. All companies in the Group have a December year end. Inter-group transactions and balances are eliminated on consolidation. Subsidiaries Subsidiaries are those enterprises controlled by the company. Control exists when the company has the power, directly or indirectly, to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements, using the Purchase Method, from the date that control effectively commences until the date that control effectively ceases. Goodwill Goodwill acquired in a business combination is recognised as an asset and is measured initially at its cost, being the excess of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquired entity. Subsequently, the goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicated that it might be impaired. Impairment losses on goodwill are not reversed. Negative goodwill is taken directly to the income statement. Transactions in foreign currencies are translated at the foreign exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies, are translated at the closing rate at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated to the presentation currency at the exchange rates ruling at the transaction date. Foreign exchange differences arising on translation are recognised in the income statement. Current taxation Income tax on the income statement for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised in equity. NMBZ HOLDINGS LIMITED SIGNIFICANT ACCOUNTING POLICIES (Continued) for the year ended 31 December 2008 Current taxation (Continued) Current tax is expected tax payable on the taxable income for the year, using rates enacted or substantially enacted at the balance sheet date and any adjustment to tax payable in respect of previous years. Deferred taxation Provision for deferred taxation is made using the balance sheet liability method in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences arising out of the initial recognition of assets or liabilities and temporary differences on initial recognition of business combinations that affect neither accounting nor taxable profit are not recognised. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Financial institutions levy Financial institutions levy is accrued at the prescribed rate, which is currently 5%, on profit before taxation from the banking subsidiary. Dividend distribution to the Company's shareholders is recognised as a liability in the period in which the dividends are approved by the Company's shareholders. An allowance for loan impairment is established if there is objective evidence as a result of one or more events that has occured after the initial recognition of the asset (an incurred "loss event") that the Group will not be able to collect all amounts due according to the original contractual terms of loans. The amount of the provision is the difference between the carrying amount and the recoverable amount, being the present value of expected cash flows, including amounts recoverable from guarantees and collateral, discounted at the original effective interest rate of loans. The loan loss provision also covers losses where there is objective evidence that probable losses are present in components of the loan portfolio at the balance sheet date. These have been estimated based upon historical pattems 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 provision for impairment; subsequent recoveries are credited to the income statement. If there is objective evidence that an impairment loss has been incurred, the carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement. The amount of the loss measured as the difference between the asset's carrying amount and the present value of the estimated future cash flows (excluding future expected credit losses that have not yet been incurred). If a past write-off is later recovered the recovery is recognised in the income statement. NMBZ HOLDINGS LIMITED SIGNIFICANT ACCOUNTING POLICIES (Continued) for the year ended 31 December 2008 REGULATORY GUIDELINES AND INTERNATIONAL FINANCIAL REPORTING STANDARDS REQUIREMENTS IN RESPECT OF THE GROUP'S BANKING ACTIVITIES. The Banking Regulations 2000 issued by the RBZ give guidance on provisioning for doubtful debts and stipulate certain minimum percentages to be applied to the respective categories of the loan book. International Accounting Standard 39 (IAS 39), Financial Instruments: Recognition and Measurement (IAS39) prescribes the provisioning for impairment losses based on the actual loan losses incurred in the past applied to the sectoral analysis of book debts and the discounting of expected cash flows on specific proble.m accounts. The two prescriptions are likely to give different results. The Board has taken the view that where the IAS 39 charge is less than the amount provided for in the Banking Regulations, the difference is charged against equity and where it is more, the full amount will be charged to the income statement. NON· PERFORMING LOANS Interest on loans and advances is accrued to income until such time as reasonable doubt exists about its collectibility, thereafter and until all or part of the loan is written off, interest continues to accrue on customer's accounts but is not included in income. Such suspended interest is deducted from loans and advances in the balance sheet. This policy meets the requirements of the Banking Regulations, 2000. Classification Financial assets and financial liabilities at fair value through profit and loss include financial assets and liabilities held for trading i.e. those that the Group principally holds for the purpose of short-term profittaking as well as those that were, upon initial recognition, are designated by the entity as financial assets or liabilities at fair value through profit and loss. There is no reclassification into or out of this category as per IAS 39. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those classified as held-for-trading and the Group upon initial recognition designates as at fair value through profit or loss and those the Group upon initial recognition designates as available for sale. Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity that the Group has the positive intention and ability to hold to maturity. Financial assets available-far-sale are non-derivative financial assts that are designated as available for sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss. Own equity instruments Reacquired own instruments are measured at cost and are presented in the balance sheet as a deduction from equity. No gain or loss is recognised in the income statement on the sale, issuance or cancellation of these instruments. Consideration received is presented in the financial statements as a change in equity. Recognition The Group recognises financial assets and liabilities at fair value through profit and loss and available for sale assets on the date it commits to purchase the assets or acquire the liability. From this date any gains and losses arising from changes in fair value of the assets are recognised in the income statement and equity respectively. Held-to-maturity investments and loans and receivables are recognised at cost which is the fair value of the consideration given on the day that they are transferred to the Group. NMBl HOLDINGS LIMITED SIGNIFICANT ACCOUNTING POLICIES (Continued) for the year ended 31 December 2008 Measurement Financial assets and financial liabilities are measured initially at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. Subsequent to initial recognition, financial assets and financial liabilities at fair value through profit and loss and available for sale financi~1 assets are measured at fair value, except that any instrument that does not have a quoted market price in an active market and whose fair value cannot be reliably measured is stated at cost, less impairment losses. Held-to-maturity investments and loans and receivables are measured at amortised cost less impairment losses. Amortised cost is calculated using the effective interest rate method. Premiums and discounts, including initial transaction costs, are included in the carrying amount of the related instrument and amortised based on the effective interest rate of the instrument. Effective interest rate method The amortised cost of a financial asset or liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation, using the effective interest method of any differences between the initial amount recognised and maturity amount, minus any reduction for impairment. Amortised cost measurement principles Amortised cost is computed using the effective interest method less any allowance for impairment and principal repayment or reduction. The calculation takes into account any premium or discount on acquisition and includes transaction costs and fees that are an integral part of the effective interest. Fair value measurement principles The fair value of financial instruments is based on their quoted market price at the balance sheet date without any deduction for transaction costs. If a quoted market price is not available, the fair value of the instrument is estimated using pricing models or discounted cash flow techniques. Where discounted cash flow techniques are used, estimated future cash flows are based on management's best estimates and the discount rate is a market related rate at the balance sheet date for an instrument with similar terms and conditions. Where pricing models are used, inputs are based on market related measures at the balance sheet date. Gains and losses on subsequent measurement Gains and losses arising from a change in the fair value of available for sale assets are recognised directly in equity. When the financial assets are sold, collected or otherwise disposed of the cumulative gain or loss recognised in equity is transferred to the income statement. Gains and losses arising from a change in the fair value of financial assets and liabilities through profit and loss are recognised in the income statement. Financial assets A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when: the rights to receive cash flows from the asset have expired; or NMBZ HOLDINGS LIMITED . SIGNIFICANT ACCOUNTING POLICIES (Continued) for the year ended 31 December 2008 the Bank has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either: the Bank has transferred substantially all the risks and rewards of the asset, or the Bank has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Bank has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substaintially all the risks and rewards of the assei nor transferred control ofthe asset, the asset is recognised to the extent of the Bank's continuing involvement in the asset. In that case, the Bank also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Bank has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Bank could be required to repay. Financial liabilities A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or l?ss. Available-for-sale Available-for-sale assets and financial assets through profit and loss that are sold are derecognised and corresponding receivables from the buyer for the payment are recognised as of the date the Group commits to sell the assets. The Group uses the specific identification method to determine the gain or loss on derecognition. Held-to-maturity Held-to-maturity instruments and loans and receivables are derecognised on the day that they are transferred by the Group, The Group issues share options to certain employees in terms of the Employee Share Option Scheme, Share options are measured at fair value atthe grant date, The fair value determined at the grant date of the options is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. Fair value is measured using the Black-Scholes option pricing model. The expected life used in the model is adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and other behavioural considerations, Equipment is stated at cost less accumulated depreciation and accumulated impairment losses, Such cost includes the cost of replacing part of the equipment when that cost is incurred, if the recognition criteria are met. Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in the income statement as incurred, Land and buildings are measured at revalued amount less accumulated depreciation on buildings and impairment losses recognized after the date of the revaluation, Revaluation of property is done half yearly and at the end of each reporting period, by a registered professional valuer, Any revaluation surplus is credited to the assets revaluation reserve included in the equity section of the balance sheet, except to the extent that it reverses a revaluation decrease of the same asset previously recognized in the income statement, in which case the increase is recognized in the income statement. A revaluation deficit is recognized in the income statement, except to the extent that it offsets an existing surplus on the same asset recognized in the asset revaluation reserve. Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings. NMBZ HOLDINGS LIMITED SIGNIFICANT ACCOUNTING POLICIES (Continued) for the year ended 31 December 2008 An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset is derecognized. Residual values and the useful life of assets are reviewed at least at each financial year end. Where the residual value of an asset increases !o an amount that is equal to or exceeds its carrying amount, then the depreciation of the asset ceases. Depreciation will resume only when the residual value decreases to an amount below the asset's carrying amount. Owned Assets The cost of self-constructed assets includes the cost of materials, direct labour and an appropriate proportion of attributable overheads which are directly attributable to the assets. # Property and equipment leased to customers Property and equipment leased to customers are subject of operating leases. Items of property and equipment subject to operating leases are stated at cost less accumulated depreciation and impairment losses. Lease income from operating leases is recognised in the income statement on a straight-line basis over the lease term. Depreciation Depreciation is provided to write off the cost less the estimated residual value of property and equipment over their estimated useful lives at the following rates per annum, on a straight-line basis. Computers Motor Vehicles Fumiture and Equipment Buildings 20% 25% 20% 2% Depreciation on property and equipment, which are subject to operating leases, is provided on a straight -line basis over the period of the initial lease. The asset residual values, useful lives and methods of depreciation are reviewed at each financial year end, and adjusted prospectively if appropriate. Borrowing costs Borrowing costs, incurred in respect of assets that require a substantial period to construct or install, are capitalized up to the date that the construction or installation of the assets is substantially complete. Operating leases Leases which do not transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item are operating leases. Operating lease payments are recognised as an expense in the income statement on a straight line basis over the lease term. NMBZ HOLDINGS LIMITED SIGNIFICANT ACCOUNTING POLICIES (Continued) for the year ended 31 December 2008 Impairment of assets The carrying amounts of the Group's assets other than consumables and deferred tax assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets' recoverable amounts are estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The recoverable amount of assets is the greater of their fair value less cost to sell and value in use. In assesing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. Impairment losses of continuing operations are recognised in the income statement in those expense categories consistent with the functions of the impaired asset, except for property previously revalued where the revaluation was taken to equity. • to the amount of any previous revaluation. An impairment loss is only reversed to the extent In this case, the impairment is also recognised in equity up that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation if no impairment loss had been recognised. An impairment loss is charged to the income statement. Investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met, and excludes the costs of day to day servicing of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the balance sheet date. Gains or losses arising from changes in the fair values of investment properties are included in the income statement in the year in which they arise. Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in the income statement in the year of retirement or disposal. Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner occupied property, the deemed cost for subsequent accounting is the fair value at the date of change in use. If owner occupied property becomes an investment property, the Group accounts for such property in accordance with the policy stated under property, plant and equipment up to the date of change in use. Interest income includes income arising out of the banking activities of lending and investing. Interest income is recognised in the income statement as it accrues taking into account the effective yield on the asset and where appropriate, premiums/discounts on debt securities are amortised using the effective interest rate method. Interest expense arises from deposit taking. The expense is recognised in the income statement as it accrues, taking into account the effective cost of the liability. NMBZ HOLDINGS LIMITED SIGNIFICANT ACCOUNTING POLICIES (Continued) for the year ended 31 December 2008 Other income comprises of income such as revenue derived from service fees, commission, facility arrangement fees bad debts recoveries, disposals of property and equipment and foreign exchange differences arising on translation of foreign denominated assets. Commission income is brought to account on an accrual basis and bad debts recoveries on a receipt basis. Fee income is recognised on settlement date, or where determinable, by stage of completion. Cash and cash equivalents comprise cash and bank balances, and short term highly liquid investments with maturities of three months or less when purchased. Retirement benefits are provided for the Group's employees through a defined contribution plan and the National Social Security Authority Scheme. Defined Contribution Plan Obligations for contribution to the defined contribution pension plan are recognised as an expense in the income statement as they are incurred. National Social Security Authority Scheme The cost of retirement benefits applicable to the National Social Security Authority, which commenced operations on 1 October 1994 is determined by the systematic recognition of legislated contributions. # Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to any provision is presented in the income statement net of any reimbursements. I 25 NMBZ HOLDINGS LIMITED NMBZ Holdings Limited is an investment holding company domiciled in Zimbabwe, whose registered office is 64 Kwame Nkrumah Avenue, Harare. The consolidated financial statements of the Group as at and for the year ended 31 December 2007 comprise the Group and its subsidiaries. The Group primarily is involved in corporate and retail banking and investment. The consolidated financial statements have not been prepared in accordance with International Financial Reporting Standards (IFRSs) and interpretations adopted by the International Accounting Standards Board due to non-compliance with the requirement of IAS 29. The consolidated financial statements have been prepared in accordance with the requirements of the Companies Act (Chapter 24:03) and the Banking Act (Chapter 24:20). The results of the Group have not been adjusted to reflect the changes in the general level of prices as required by IAS 29 due to unavailability of official Consumer Price Indices ~CPI) as these were last published for July 2008. The accounting policies have been consistently applied by the Group and are consistent with those used in the previous year and will be fully disclosed in the Company's Annual Report. An adverse audit opinion has been issued on the results of the Group as the financial statements have not been prepared in accordance with IAS 29 due to the absence of official inflation statistics. 2.2.1 Historical cost convention The financial statements are prepared under the historical cost convention except for property, investment property, quoted and other investments and financial instruments which are carried at fair value. 2.2.2 Inflation accounting The economy of Zimbabwe is considered to be a hyperinflationary economy. In order to comply with IAS 29, Financial Reporting in Hyperinflationary Economies, financial statements need to be expressed in terms of the measuring unit current at the balance sheet date. Inflation statistics were last published for July 2008 by the Central Statistical Officer (CSO). Accordingly, the accompanying financial statements, including comparatives, have not been restated to account for changes in the general purchasing power of the Zimbabwe dollar. The restatement would have been based on the consumer price index at the balance sheet date. The indices and conversion factors are derived from the inflation rates which are issued by the Central Statistical Office of Zimbabwe. All comparative figures as of and for the year ended 31 December 2007 would have been restated by applying the change in the index to 31 December 2008; Income statement transactions would have been restated by applying the change in the index from the approximate date of the transactions to 31 December 2008; NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 2.2.2 Inflation accounting (Cont'd) Gains and losses arising from the monetary asset or liability positions would have been included in the income statement as monetary gain or monetary loss as appropriate. Non-monetary assets and liabilities would have been restated by applying the change in the index from the date of the transaction to 31 December 2008; Some non-monetary items are carried at amounts current at dates other than that of acquisition or that of the statement of financial position, for example property, plant and equipment that had been revalued at some earlier date. In these cases, the carrying amounts are restated from the date of the revaluation. Property and equipment, current and accumulated depreciation would have been restated by applying the change in the index from the date of their purchase to 31 December 2008. Components of shareholders' equity would have been restated by applying the change in index from the date on which the items arose. IAS 29 discourages publication of historical results as a supplement to inflation adjusted accounts. The Zimbabwe Accounting Practices Board and the Zimbabwe Stock Exchange permitted companies in Zimbabwe to publish historical results in conjunction with inflation adjusted accounts. These consolidated financial statements are presented in Zimbabwe dollars, which is the Group's functional currency. Except as indicated, financial information presented in Zimbabwe dollars has been rounded to the nearest trillion. The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting Policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. 2.4.1 Estimation of Property and Equipment useful life The determination of estimated useful life for property and equipment is carried out at each reporting period. Refer to accounting policy note on Property and Equipment. 2.4.2 FairValue of Monetary Market Investments The fair value of money market investments is determined by reference to quoted prices for similar investments on the market. NMBZ HOLDINGS LIMITED, NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 2.4.3 Investment Properties The properties were valued by the directors. The directors considered comparable market evidence of recent sale transactions and those transactions where firm offers had been made but awaiting acceptance. The directors also applied the rental yield method to fair value of properties was determined by considering market evidence of recent sales and value , . assess fair value. The resultant based on yield. 2.4.4 Quoted Equities Trading on the Zimbabwe Stock Exchange (ZSE) was suspended from 18 November 2008 to 19 February 2009. The quoted equities on the ZSE were stated for year end purposes at the prices ruling on the last day of trading of 17 November 2008, New standards, amendments and interpretations to the existing standards have been published that are mandatory for the company accounting periods beginning on or after 1 January 2009 or later periods are as follows: IFRS 8 - Operating Segments (effective from 1 January 2009) IAS 23R- Borrowing Costs (effective from 1 January 2009) IAS 1R - Presentation of Financial Statements (effective from 1 January 2009) IFRS 2 Amendment - Vesting Conditions and Cancellations (effective from 1 January 2009) IAS 27 Amendment - Consolidated and Separate Financial Statements (effective from 1 July 2009) IFRS 3R - Business combinations (effective from 1 July 2009) NMBZ HOLDINGS LIMITED, . NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 Cash and cash equivalents Loans and advances to banks Loans and advances to customers Investment securities Net gains from quoted and other investments Net commission and fee income Fair value adjustment on investment properties Rent received Other net operating income HISTORICAL 2007 Z$ trillion HISTORICAL 2007 Z$ trillion HISTORICAL 2007 Z$ trillion 2008 Z$ trillion 5014453 240094940 893241514 149806887 1288157794 2008 Z$ trillion 19915416850 12111928 214900000000 561 19883175 234847412514 2008 Z$ trillion (59329922212) The foreign exchange losses are principally a result of the outstanding FCA balances as detailed in note 37.1. An amount of US$270 833, which relates to unclaimed customer bank drafts was credited to other income as they could not be substantiated. The operating profit is after charging the following:- Administration costs Audit fees Depreciation on fixed assets Directors' remuneration - Fees for services as directors - Retirement benefits - defined contribution plans - Other emoluments Staff costs - Retirement benefits - defined contribution plans - Other staff costs HISTORICAL 2008 Z$ trillion 2007 Z$ trillion 26196959061 10000 DD 12636105 12635: I 26 209 605 370 NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 Tax Charge Current taxation Aids levy Deferred tax charge (Note 14) Financial institutions levy Total taxation Reconciliation of income tax charge Based on results for the period at a rate of 30% Arising due to: - permanent differences Aids levy Taxation Financial institutions levy Total taxation HISTORICAL '2ill7 Z$ trillion 2008 Z$lrillion 2606917 1893 23 777 828 939 23780437749 866728519 24647166268 HISTORICAL '2ill7 Z$lrillion 2008 Z$lrillion 45034017287 (21253581 431) 23 780 435 856 1893 23 780 437 749 866728519 24647166268 HISTORICAL 2008 Z$lrillion '2ill7 Z$lrillion Total taxation charge/(credit) analysed by company Carey Farm (Pr~vate) Limited Stewart Holdings (Private) Limited NMB Bank Limited - Company NMBZ Holdings Limited 24 500 000 000 1122501353 (1 919501085) 944166000 24647166268 6.4 Provision for current taxation (income tax, aids levy and financial institutions levy) At 1 January Charge for the year Payments during the year 869337330 NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 7. EARNINGS PER SHARE Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of NMBZ Holdings Limited by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is calculated by dividing the profit attributable to ordinary equity holders of NMBZ Holdings Limited by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. Headline earnings per share is calculated by dividing the profit attributable to ordinary equity holders of NMBZ Holdings Limited (after adjusting for non-recurring items net of tax) by the weighted average number of ordinary shares outstanding during the year. Basic Headline (note 7.4) Weighted average shares in issue· Diluted number of shares· Weighted average shares in issue Effects ofdilution: Share options granted but not exercised Share options approved but not yet granted Diluted weighted number of shares • excludes own equity instruments amounting to 32 805 shares. 7.3 Earnings /(Iosses) per share (Z$ trillion) Basic Headline Diluted basic Diluted headline Profit attributable to shareholders Add/(deduct) non-recurring items: - Fair value on quoted and other investments - Fair value adjustment on investment properties - Tax effectthereon HISTORICAL 2007 Z$lrillion 2008 Z$lrillion 125 466 224 688 (62 386 108 792) HISTORICAL 2008 1 634501 409 1 655 248 278 2007 1 595928299 1 649 774 338 19076000 1670869 43175170 10670869 1655248278 1649774338 HISTORICAL 2007 HISTORICAL 2007 Z$lrillion 2008 76.76 (38.17) 75.80 (37.68) 2008 Z$lrillion 125 466 224 688 (19915416850) (214 900 000 000) 46 963 083 370 (62386108792) NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 GROUP AND COMPANY HISTORICAL ~ 2007 Dividends (Z$ trillion) Interim dividend Final proposed dividend Total dividend Interim dividend Final proposed dividend Total dividend Total number of shares issued' At 1 January Shares issued - share options At31 December GROUP AND COMPANY HISTORICAL 2008 Z$trillion '2fJJ7 Z$trillion ~ $ trillion '2fJJ7 $ trillion 2008 Shares million 2250 ~ Shares million 1608 33 1641 '2fJJ7 Shares million 2250 '2fJJ7 Shares million 1569 II 1608 Of the unissued ordinary shares of 608741 771 (2007 - 641 840941), options which may be granted in tenns of the NMBZ 2005 Employee Share Option Scheme (ESOS) amount to 85 360 962 (2007 - 85 360 962) and out of these 1 670869 (2007 -10670869) had not been issued. As at31 December 2008, 19076000 (2007 -43175170) share options outofthe issued had not been exercised. Own equity instruments amounting to 32 805 shares at a cost of Z$1 0 trillion were held by the Company's subsidiary, Stewart Holdings (Private) Limited. NMBl HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 2008 Z$trillion 2007 Z$lrillion COMPANY 2008 Z$lrillion 2007 Z$lrillion Share premium Revaluation reserve Total capital reserves 105 280 000 017 105280000017 2008 Z$lrillion 2007 Z$lrillion NMBZ Holdings Limited NMB Bank Limited Carey Farm (Private) Limited Stewart Holdings (Private) Limited 3776564000 19249965777 98000000561 4435588646 125462118984 COMPANY 2007 Z$lrillion 2008 Z$lrillion 3776564000 12.1 Deposits and other accounts by type RBZ Productive Sector Facility Deposits from other banks Other money market deposits Current and deposit accounts Total deposits Trade and other payables HISTORICAL 2008 Z$lrillion 2007 Z$lrillion 2338 373114393 2086 104 734 738474 105107857291 32844 549 323 137952406614 (28347562) 137924 059 052 The above are all financial liabilities at fair value through profit and loss. They are payable on demand, have variable interest rates and varying security. The fair value of the above is the same as the cost. HISTORICAL 2008 Z$lrillion 2007 Z$lrillion 105107857291 Less than one month 1 to three months 3to 6 months 6 months to 1 year 1 to 5 years Over 5 years NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 12.3 Sectoral analysis of deposits Banks and other financial institutions Reserve Bank of Zimbabwe Transport and telecommunications companies Mining companies Industrial companies Municipalities and parastatals Individuals Agriculture Other deposits 13. FINANCIAL INSTRUMENTS 2008 Z$trillion 373114393 2338 11899181749 178760791 50919761785 145 8431433904 2677397920 30628204 266 105107857291 13.1 Financial liabilities Fixed term deposits Negotiable Certificates of Deposits Total financial liabilities at fair value through profit and loss 13.2 Financial assets at fair value through profit and loss Government and public sector securities Treasury bills Govemment stock Mortgage bonds Bills-own acceptances Total financial assets at fair value through profit and loss 13.4 Available-for-sale securities at fair value Treasury bills (two-year bills) Non-negotiable certificates of deposits HISTORICAL % 11 49 8 3 29 100 Cost 2008 Z$trillion 26742236 1605326 28347562 Cost 2008 Z$trillion 2007 Z$trillion % Fair Value 2008 Historical Cost 2007 Z$trillion Z$trillion 26742236 1605326 28347562 Fair Value' 2008 Z$trillion Historical 2007 Z$trillion 120000056 120000056 DD 120000056 HISTORICAL 2008 Z$trillion 2007 Z$trillion 235269 235269 NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 HISTORICAL '2fJJ7 Z$lrillion 2008 Z$lrillion 26815920 1531642 HISTORICAL . 2008 Z$lrillion '2fJJ7 Z$lrillion Less than 1 month 1 to 3 months 3to 6 months 6 months to 1 year 1 to 5 years Over 5 years Less than one month 1 to 3 months 3t06 months 6 months to 1 year 1 year to 5 years Over 5 years 13.7 Available-for-sale securities at fair value Less than one month 1 to 3 months 3t06months 6 months to 1 year 1 year to 5 years Over 5 years HISTORICAL 2008 Z$lrillion '2fJJ7 Z$lrillion Provision for portfolio doubtful debts Property and equipment Marking to market adjustments Loss to be assessed Unrealised losses Closing deferred tax liability (1 835976) 26319999983 46 973 046 460 (4862271 559) (18332945963) 50095 992 945 Deferred tax liability at the beginning of the year Deferred tax charged to statement of changes in equity (26318164006) Current year charge (note 6.1) 23 777 828 939 NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 15.1 Balances with Reserve Bank of Zimbabwe Statutory reserve 15.2 Balances with other banks and cash Current, nostra accounts and cash Total cash and cash equivalents HISTORICAL 2007 Z$lrillion 2008 Z$lrillion 612780755 46 574 354 635 47187135390 The statutory reserve balance with the Reserve Bank of Zimbabwe is non-interest bearing. The balance is determined on the basis of deposits held and is not available to the Bank for daily use. 2008 Z$ trillion 2007 Z$lrillion 2008 Z$lrillion 2007 Z$lrillion COMPANY 16.1 Advances Fixed term loans Local loans and overdrafts Other accounts 16.1.2 Maturity analysis Less than one month 1 to three months 3t06months 6 months to 1 year 1 to 5 years Over 5 years Total advances Provision for impairment losses on loans and advances Suspended interest Other accounts Total 122012336 1829606077 3935634465 5887252878 621 2426716390 1951618413 3935634465 5887252878 NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 HISTORICAL 16.2 Sectoral analysis of utilisations Indusbials Agriculture and horticulture Conglomerates Services Mining Food & beverages Other 2008 Z$billion 622689969 7171223 320432946 1067479745 343198 87935395 320663914 2426716390 % aJ 13 44 4 13 100 2007 Z$billion % HISTORICAL 2008 Z$billion 2007 Z$billion Total non-perfomning loans and advances Provision for impairment loss on loans and advances 462644403 (462644403) Interest in suspense Service deposits Accrued income Prepayments and stocks Other receivables HISTORICAL 2008 Z$billion 2007 Z$billion 3500069668 44276953 152794339 238493505 3935634465 NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 Included in advances and other accounts (note 16.1) are loans to officers:- At 1 January Net additions during the year Balance at 31 December Of which housing loans comprised:- HISTORICAL 2008 Z$ trillion 2007 Z$ trillion 621 621 Tenure Payable on demand Loan payable over a maximum period of 24 months Interest Rate Minimum lending rate plus a margin on unauthorised facility Minimum lending rate plus a margin. Loans to employees and directors are at discounted interest rates. Bill payable on maturity with a maximum term per transaction of 180 days, subject to roll over upon satisfactory performance. Rates range from 5% to 40% depending on the nature ofthe facility. COMPANY HISTORICAL 2008 Z$trillion 2007 Z$trillion Loan to NMB Bank Limited Balance at 31 December 18. TRADE INVESTMENT Unlisted Takura Ventures (Private) Limited Other Directors'valuation HISTORICAL GROUP COMPANY 2008 Z$trillion '2ffJ7 Z$trillion 2008 Z$trillion '2ffJ7 Z$trillion - --- --- --- = = = - = --- The Takura Ventures (Private) Limited investment represents 3.1% shareholding in the company, whose principal activity is venture capital finance. Other investment was valued by directors at fair value at 31 December 2008. various short investment represents term equity and other investments held by NMBZ Holdings Limited. The trade NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 2008 Z$billion 2007 Z$billion The subsidiaries, all of which are registered in Zimbabwe, and the extent of the group's beneficial interest therein and their principal business activities are listed below:- NMB Bank Limited 100% (Banking) Carey Farm (Private) Limited (subsidiary of NMB Bank Limited) 100% (Property owning) Brixtun (Private) Limited NMB Fund Management (Private) Limited Stewart Holdings (Private) Limited Invariant (Private) Limited Darksan (Private) Limited 100% (Dormant) 100% (Dormant) 100% (Equity holdings) 100% (Dormant) 100% (Dormant) Carey Farm (Private) Limited's only asset is a certain piece of land situated in the District of Salisbury, called The Remainder of Lot H of Borrowdale Estate measuring 89.2623 hectares (223.16 acres) in extent. The beneficial interest in the subsidiary arose from shareholding acquired in settlement of a debt owed to the Bank amounting to Z$0.001 0008. This acquisition is in compliance with Section 34 of the Banking Act (Chapter 24:20). Quoted investments Unquoted investments GROUP HISTORICAL 2007 Z$lrillion 2008 Z$billion 19 965 232 297 The quoted investments comprise shares stated for year end purposes at the last trading date of 17 November 2008. Trading on the Zimbabwe Stock Exchange was suspended from 18 November 2008 to 19 February 2009. NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 At 1 January Fair value adjustments At31 December 2008 Z$trillion 2007 Z$trillion 214900 000000 214900 000 000 Rental income amounting to Z$561 trillion was received and no operating expenses were incurred on the investment property in the current year. The investment properties comprise 3 sets of properties namely Borowdale Road, Borrowdale Estate and other investment properties. The Borrowdale Road which is also known Stand Number 19207 Harare Township of Stand 19206 measures 4.4506 hectares in extent. The property was valued for year end purposes by the directors and the open market value was Z$70 000 000 000 trillion. Borrowdale Estate which is also known as the remainder of Lot H of Borrowdale Estate is owned by Carey Farm (Pv1) Ltd, a wholly owned subsidiary of the Bank. The property measures 89.2623 hectares (223.16 acres) in extent. The beneficial in Carey Farm (Private) Limited arose from shareholding acquired in settlement of a debt owed to the Bank amounting to Z$0.001 0008. The acquisition is in compliance with Section 34 of the Banking Act (Chapter 24.20). The land was valued by the directors for year end purposes and the interest open market value was Z$122 500 000 000 trillion. The other properties comprise residential stands and houses which were valued by the directors for year end purposes at Z$22 400 000 000 trillion. HISTORICAL COSTI REVALUED AMOUNT Computers Z$lrillion Motor Vehicles Z$trillion Furniture & Equipment Z$billion Assets Leased to Customers Z$trillion Freehold Land & Building Z$billion Total Z$billion Cost At 1 January 2008 Additions Revaluation Disposals At 31 December 2008 Accumulated depreciation At 1 January 2008 Charge for the year Disposals At 31 December 2008 Net book amount At 31 December 2008 Net book amount At 1 January 2008 The freehold land and buildings were valued by the directors at 31 December 2008. The estimated values were based on the comparative in every method and the properties were valued by reference to comparable properties in the same area which are substantially similar material respect. NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 23. INTEREST RATE REPRICING AND GAP ANALYSIS 23.1 Total position At31 December 2008 Assets Cash and cash equivalents Financial assets at fair value through profit and loss HISTORICAL Upto 1 month Z$lrillion 1 month to 3 months Z$lrillion 3 months to 1 year Z$lrillion 1 year to 5 years Z$lrillion Non-interest bearing Z$lrillion Total Z$lrillion 47187135390 120000056 47187135390 120000056 235269 Available-for-sale securities 235269 Advances and other accounts 1928234128 23383664 621 3935634465 5887252878 Quoted and other investments Investment properties Property and equipment Liabilities and shareholders' funds 49115604787 143383720 621 370400 866 762 419659855890 19 965 232 297 19965 232 297 214900000000 214900000000 131600000000 131600000000 Financial liabilities 26815920 1531642 Deposits and other accounts 105 079 509 729 Provision for current taxation Deferred taxation Shareholder's funds 105106325649 1531642 28347562 32 844 549 323 137924 059 q52 869337330 869337330 50095 992 945 50 095 992 945 230742119001 230742119001 - 314551 998599 419659855890 Interest rate repricing gap (55990720862) (1531642) 143383720 621 55 848 868163 Cumulative gap (55990720862) (55992252504) (55848808784) (55868868163) NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 24. INTEREST RATE REPRICING AND GAP ANALYSIS 24.1 Zimbabwe dollar At 31 December 2008 HISTORICAL Upto 1 month 1 month t03months Z$trillion Z$trillion 3 months to 1 year Z$trillion 1 year to 5 years Non-interest bearing Z$trillion Total Z$trillion Assets Cash and cash equivalents 1737380771 Financial assets at fair value through profit and loss Available-for-sale securities Advances and other accounts Quoted and other investments Investment properties Property and equipment 235269 773263557 120000056 1737380771 120000056 235269 23383664 621 3935634465 4732282307 10320192705 10320192705 - - 214 900 000 000 214 900 000 000 131600000000 131600000000 2510879597 143383720 621 360755827 170 363410091108 Liabilities and shareholders' funds Financial liabilities 26815920 1531642 Deposits and other accounts 1828903944 Provision for current taxation Deferred taxation Shareholder's funds 1855719864 1531642 28347562 32 844 549 323 34 673 453 267 869337330 869337330 50095 992 945 50095992945 - 230742119001 230742119001 314551998599 316409250105 Interest rate repricing gap Cumulative gap 655159733 655159733 (1531642) 143383720 621 46203828571 47000841003 653628091 797011811 797012432 47000841 003 NMBl HOLDINGS LIMITED " NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 Up to 1 month Z$trillion 1 month to 3 months Z$lrillion 3 months to 1 year Z$trillion 1 year to 5 years Z$lrillion Non-interest bearing Z$trillion Total Z$lrillion 9645 039 592 9645 039 592 1154 970 571 Cash and cash equivalents Financial assets at fair value thro"ugh profit and loss Quoted and other investments Advances and other accounts Investment properties Property and equipment Financial liabilities Deferred taxation Deposits and other accounts Provision for current taxation Shareholder's funds Interest rate repricing gap (56645880595) 103250605 785 103250 605 785 _ 9645039592 (47000841003) Cumulative gap (56645880595) (56645880595) (56645880595) (56645880595) (47000841003) ===== NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31·December 2008 26. FOREIGN EXCHANGE POSITIONS 26.4 At31 December2008 HISTORICAL Assets US$ Z$trillion RAND Z$trillion GBP Z$trillion Other foreign currencies Z$trillion L$ Z$trillion , TOTAL Z$trillion Cash and cash equivalents 31401757100 9772640579 1204663798 3070693142 1737380771 47187135390 Financial assets at fair value through profit and loss Available-for-sale securities 120000056 120000056 235269 235269 Advances and other accounts 194 722843 960247627 101 4732282307 5887252878 Quoted and other investments 9645039592 Investment properties Property and equipment 10320192705 19 965 232 297 - 214 900 000 000 214900000000 131600000000 131600000000 41241519535 10732 888 206 1204663899 3070693142 363410091108 419659855890 Liabilities and shareholders' funds Financial liabilities Deferred taxation 28347562 28347562 50095 992 945 50 095 992 945 Deposits and other accounts 75731941996 10968247543 2976217024 13574199222 34 673453 267 137924 059 052 Provision for current taxation Shareholder's funds 869337330 869337330 - 230742119001 230742119001 Net foreign exchange position (34 490 422 461 ) (235 359 337) (1771553125) (10503506080) 47000841003 75731941996 10968247543 2976217024 13574199222 316409250105 419659855890 NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 Guarantees Commitments to lend 2008 Z$trillion 2007 Z$trillion 9299778077 9299778077 The Bank enters into various irrevocable commitments and contingent liabilities in its normal course of business in order to meet financial needs of customers. These obligations are not recognised on the balance sheet, but contain credit risk and are therefore part of the overall risk of the bank. Guarantees commit the Bank to make payments on behalf of clients in the event of a specified act. Guarantees carry the same credit risk as loans. Commitments to lend represent contractual commitments to advance loans and revolving credits. Commitments have fixed expiry dates and may expire without being drawn upon, hence total contract amounts do not necessarily represent future cash requirements. 28. CAPITAL COMMITMENTS Capital expenditure contracted for Capital expenditure authorised but not yet contracted for HISTORICAL 2008 Z$trillion 2007 Z$trillion Capital commitments, when they arise, will be financed from the Group's own resources. 29. OPERATING LEASE COMMITMENTS Lease commitments Up to 1 year 1 - 5 years 2008 Z$trillion 70719600000 14143920000 56 575 680 000 HISTORICAL 2007 Z$trillion : I As required by IAS 24, Related Parties Disclosures, of the Bank. Accordingly, management key management the Board's view is that non-executive remuneration is disclosed below. and executive directors constitute the key 2008 Z$trillion 204 2007 Z$trillion At 31 December 2008, key management held options to purchase ordinary shares of the Company as follows: 6000000 ordinary shares at a price of Z$0,00000001 exercisable between 7 January 2008 and 7 January 2013. 3000000 ordinary shares at a price of Z$0.000024 exercisable between 12 March 2008 and 12 March 2013. I NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 2008 Z$lrillion 2007 Z$lrillion Non - executive directors Executive directors Officers (Note 16.6) Directors' companies Officers' companies Intra group loans Entities with significant Interest from Interestto Amounts owed by Amounts owed to influence over the bank related parties related parties related parties related parties Z$lrillion Z$lrillion Z$lrillion Z$lrillion 2008 2ffJ7 Holding Company In terms of the existing Articles of Association, Article 56, the directors may from time to time, attheir discretion, borrow or secure the payment of any sum or sums of money for the purposes of the company without any limitation. Banking subsidiary In terms of the existing Articles of Association, Article 56, the directors may from time to time, attheir discretion, borrow or secure the payment of any sum or sums of money for the purposes of the company without any limitation. The assets of the Pension Fund are held separately from those of the Group in funds under the control ofTrustees. The pension fund assets include 389 068 shares in NMBZ Holdings Limited as at 31 December 2008. NMBZ HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS (Continued) for the year ended 31 December 2008 2008 Z$trillion 220 2007 Z$trillion In terms of the Employee Share Option Scheme, up to a maximum of 10% of the issued share capital may be granted by the directors to senior employees by way of options. Each set of options is exercisable at any time within a period of five years from the date the options are granted and the issue price is based on the higher of nominal value of the shares and the middle mar1