TH 18ANNUAL GENERAL MEETING CONTENTS DCB COMMERCIAL BANK PLC PAGE 1 Page 00 Contents .............................................................................................................................................................. 01 01 Corporate information .................................................................................................................................. 03 02 Product and services ...................................................................................................................................... 07 03 Notice of the 18th Annual General Meeting .......................................................................................... 10 04 Confirmation of the minutes of the 17th annual general meeting .............................................. 13 05 Matters arising from the 17th Annual General Meeting .................................................................. 17 06 Chairman’s letter to the shareholders ...................................................................................................... 19 07 Managing Director’s letter to the shareholders .................................................................................... 23 08 Directors’ and Management Profile .......................................................................................................... 28 09 Audited Financial Statements 2019 ......................................................................................................... 43 10 Dividend Proposal .......................................................................................................................................... 52 11 Directors’ fee for the year 2020 .................................................................................................................. 54 12 Resignation and Appointment of the board members ..................................................................... 56 13 Appointment of the independent auditor for 2020 ............................................................................ 58 14 Proposed date for the next meeting ......................................................................................................... 60 15 Closure of the meeting ................................................................................................................................. 62 16A Litigation Report .............................................................................................................................................. 65 16B List of the shareholders ................................................................................................................................. 73 PAGE 2 18th AGM MEETING 27 JUNE 2020 01 CORPORATE INFORMATION DCB COMMERCIAL BANK PLC PAGE 3 REGISTERED OFFICE DCB House Plot No. 182 Block R Magomeni Mwembechai P.O Box 19798 Dar es Salaam MAIN BANKERS Bank of Tanzania P.O Box 2939 Dar es Salaam NMB Bank Plc P.O Box 9213 Dar es Salaam CRDB Bank Plc P.O Box 268 Dar es Salaam Diamond Trust Bank P.O Box 115 Dar es Salaam COMPANY SECRETARY Ms Regina Mduma DCB House Plot No. 182 Block R Magomeni Area P.O Box 19798 Dar es Salaam AUDITORS PricewaterhouseCoopers Limited Certified Public Accountants (Tanzania) 369 Toure Drive, Oysterbay, P.O. Box 45 Dar es Salaam PAGE 4 18th AGM MEETING 27 JUNE 2020 The Directors submit their report together with the audited financial statements for the year ended 31 December 2019, which disclose the state of affairs of DCB Commercial Bank Plc (‘the Bank’). INCORPORATION The Bank was incorporated in 2001 under the Companies Ordinance, Cap 212 (later repealed by the Companies Act, 2002) and is listed at the Dar es Salaam Stock Exchange. The Bank of Tanzania under the Banking and Financial Institutions Act, 2006, licenses the bank. VISION The vision of DCB Commercial Bank Plc is to be the preferred financial services provider in Tanzania. MISSION The mission of DCB Commercial Bank Plc is to provide convenient, excellent and innovative financial services to our esteemed customers, while contributing to the social and economic development and generating value to shareholders. PRINCIPAL ACTIVITIES The principal activities of the Bank are taking deposits on demand, providing short term and medium- term credit facilities and other banking services allowed under Banking and Financial Institutions Act, 2006. CAPITAL STRUCTURE The Bank’s capital structure for the year under review is as below: Authorized 400,000,000 ordinary shares of TZS 250 each. Called up and fully paid 92,363,896 ordinary shares of TZS 250 each. Advance towards share capital 3,000,000 ordinary shares of TZS 250 each. *Call in arrears 9,099,932 ordinary shares of TZS 250 each. The above is before considering rights issue expenses * Call in arrears represent shares which have been subscribed for but have not been paid for as 31st December 2019. As of the date of signing these financial statements of the 9,099,932 shares call in arrears; 1,200,000 shares worth TZS 300 million have been subsequently paid for. Advance share capital and Call in arrears are not included as part of share capital. Update on the recapitalization through Rights Issue DCB Commercial Bank Plc has successfully run and completed the Rights Issue exercise on 31 January 2019. This exercise provided its shareholders with the right to purchase one share for every two shares they owned at a price of TZS 265 per share. The exercise also gave the opportunity to new shareholders to subscribe for lapsed shares at the same price. The total level of offer for subscription was 36,635,931, which exceeded the approved offer of subscription of 33,913,948 representing 108% level of achievement. The subscribed shares have already been listed at the Dar es Salaam stock exchange and are already trading since 17th May 2019. DCB COMMERCIAL BANK PLC PAGE 5 THE SHAREHOLDERS OF THE BANK The total number of shareholders as at 31 December 2019 was 7,239 (2018: 4,771 shareholders). The shares of the Bank are as follows: Name No. of shares Value of shares TZS % holding UTT-AMIS 23,111,479 5,777,869,750 25.02 Dar es Salaam City Council 6,832,094 1,708,023,500 7.40 Ilala Municipal Council 6,357,426 1,589,356,500 6.88 National Health Insurance Fund 6,000,000 1,500,000,000 6.50 Kinondoni Municipal Council 5,625,019 1,406,254,750 6.09 Temeke Municipal Council 3,422,252 855,563,000 3.71 Ubungo Municipal Council 2,500,009 625,002,250 2.71 Kigamboni Municipal Council 2,281,502 570,375,500 2.47 Other 7,231 members 36,234,115 9,058,528,750 39.23 Total share capital 92,363,896 23,090,974,000 100.00 As at 31 December 2018 Name No. of shares Value of shares TZS % holding UTT-AMIS 15,414,454 3,853,613,500 22.73 Dar es Salaam City Council 6,832,094 1,708,023,500 10.07 Ilala Municipal Council 6,357,426 1,589,356,500 9.37 National Health Insurance Fund 4,000,000 1,000,000,000 5.90 Kinondoni Municipal Council 3,750,013 937,503,250 5.53 Temeke Municipal Council 3,422,252 855,563,000 5.05 Ubungo Municipal Council 2,500,009 625,002,250 3.69 Kigamboni Municipal Council 2,281,502 570,375,500 3.36 Other 4,763 members 23,270,147 5,817,536,750 34.31 Total share capital 67,827,897 16,956,974,250 100.00 PAGE 6 18th AGM MEETING 27 JUNE 2020 02 PRODUCT AND SERVICES DCB COMMERCIAL BANK PLC PAGE 7 PRODUCTS AND SERVICES challenge, the bank came up with low cost means Commercial banking DCB Commercial Bank of soliciting business in those areas effectively by Plc has reformed its departments whereby placing permanent staff in the areas. The bank Commercial department has been formed from has developed service centers in Kondoa and March 2018 to take full ownership of the business Singida which are expected to start operations growth of the bank and branch network. The in June 2018. The aim of the service centers is commercial strategies including structure and to mobilize SGL borrowers, potential SME and team has been put in place and now focusing on Salaried customers. business. To support this the following units have been created: Small & Medium Size Enterprises (MSME) The bank has a unit which deals with MSME aiming Branch Network at identifying and graduating the Solidarity group The bank has 8 branches strategically located in clients in order to have sustainable customer Dar es Salaam and Dodoma. Our business trend base. SME portfolio grew by 14% in April 2018 has been promising with portfolio growing to TZS compared to December 2017. We are looking 91 Bln in March 2018 from TZS 88 Bln recorded to strategically recruit quality customers and in December 2017. The improvements have improve products including Contractors been attributed by ongoing business initiatives financing and business accounts in order to suit including enhancing partnership with various our customers’ needs. stakeholders including Government, improved process and decision making, ownership, new Corporate, Trade and Mortgage products and services including our agency The bank has introduced a unit which deals banking, contractors financing, and Mortgage with corporate and mortgage loan targeting big financing. borrowers, big depositors and customers who wish to own houses. The aim is to make SME Digital Banking customers grow to upper SMEs, mobilize pre- The bank has been actively embarking on agency approved corporate borrowers and solicit big banking with now having more than 634 active depositors to meet lending obligations. Likewise, agents up from 599 recorded in December 2017 the unit mobilizes borrowers of Mortgage