Annual Report of 2014 Atlas Mara Limited Reshaping African banking. Annual Report 2014 of Atlas Mara Limited Contents Overview Overview 01 About Atlas Mara 02 What will help us succeed? Why Africa? Africa? Why 18 What is our vision? 20 Africa in numbers Our 22 Too big to ignore 24 The rise and rise of cities 24 Governance and the rule of law 26 Trade and investment 28 Natural resources 30 Technology 32 The Atlas Mara opportunity success Strategy Strategy 34 Chairman’s letter 38 Chief Executive Officer’s letter 40 Business model 42 Strategy and key performance indicators 46 Relationships and responsibilities 50 Principal risks Performance Performance 54 Chief Financial Officer’s review is linked of financial performance Governance 62 Chairman’s introduction to corporate governance 64 Board of Directors Governance 66 Board of Directors biographies 68 Corporate Governance Report 77 Directors’ Remuneration Report 86 Directors’ Report to Africa’s 89 Independent Auditor’s Report Financial statements 92 Consolidated statement of financial position statements Financial 93 Consolidated statement of loss 93 Consolidated statement of other comprehensive income 94 Consolidated statement of changes success. in equity 96 Consolidated statement of cash flows 97 Organisation and significant accounting policies 101 Notes to the financial statements Atlas Mara Limited (“Atlas Mara” or “the Company” and, together Atlas Mara’s strategy is to create sub-Saharan Africa’s premier information Additional with its subsidiaries, “the Group”) is a rapidly growing sub-Saharan financial institution. We recognise that this is an audacious goal. Additional information African (or “SSA”) financial services group listed on the London We intend to achieve this by: 172 Share price information 173 Simplified company structure Stock Exchange. Since its founding by Bob Diamond and – combining our global institutional knowledge with our Ashish J. Thakkar in late 2013, we have acquired, by way of four extensive local insights and experience; transactions1, control of (or significant stakes in) banking operations – harnessing our access to capital, liquidity and funding to in seven sub-Saharan African countries, including Botswana, both support growth and enhance the competitiveness of Zimbabwe, Zambia, Tanzania, Mozambique, Rwanda and Nigeria, our existing operations; For more information about Atlas Mara several of which rank amongst the fastest growing countries – leveraging technology to provide innovative and differentiated go to http://atlasmara.com in the world. product offerings and excellent customer service; and – continuing to attract and retain top talent – people who share We believe in sub-Saharan Africa’s potential. We believe that our passion for Africa and our mission to effect change. the multi-faceted drivers of Africa’s growth will support a bright, sustainable future. We believe that access to financial services and competitive banking sectors can improve people’s lives. We believe that we can be a positive disruptive force in the markets in which we operate. We believe that we can create meaningful value for our stakeholders. 1. ABC Holdings Limited (“BancABC”), ADC African Development Corporation AG (“ADC”), BRD Commercial Bank Ltd (“BRD Commercial”) and Union Bank of Nigeria plc (“UBN”) (30% direct and indirect stake) 01 Annual Report 2014 Atlas Mara Limited Overview What will help Operating, not just investing us succeed? We are operators. We have We understand the Africa? Why built businesses. We have run complexities, challenges large, multi-national, financial and opportunities associated services groups. We have with the markets in operated extensively across which we have operations sub-Saharan Africa. and investments. Strategy Performance Governance Financial statements Financial Additional information Additional Leadership. 02 Annual Report 2014 03 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited Overview What will help Growing while others are retreating us succeed? Operating with Africa? Why permanent capital Building strong ties Strategy with development financial institutions Opportunities for growth a vacuum that Atlas Mara across sub-Saharan is seeking to fill. Performance Africa abound. However, constraints on capital, We have raised significant liquidity and funding have equity capital, executed served as a brake on multiple transactions and economic expansion. are evaluating several more. There are few, if any, SSA- We have a London share based financial institutions listing providing access to that would not benefit from the equity capital markets. Governance enhanced access to all three levers for growth. Additionally, we have a network of deep relationships At the same time, due to the with development financial introduction of Basel III and institutions (“DFIs”) for whom issues in their domestic the provision of funding to markets, many international financial services companies financial groups are retreating is consistent with their statements Financial from the continent, creating development mandates. Capital. information Additional Liquidity. Funding. 04 Annual Report 2014 05 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited Overview What will help Leveraging leap-frogging us succeed? technologies Africa? Why There is a technological access, product availability revolution underway across and service to our existing sub-Saharan Africa. African customers and leverage innovations are being applications to increase exported and copied around financial inclusion and bank the world. The lack of legacy the under- and un-banked. Strategy systems in the region has created unique opportunities Migrating from mobile to create new solutions to money transfer to mobile historical problems. banking is an example of the step-changes We intend to harness in the provision of technology to ensure the technology-enabled soundness and efficiency of financial services that Performance our infrastructure, enhance we are actively evaluating. Governance Financial statements Financial Additional information Additional Technology. 06 Annual Report 2014 07 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited Overview What will help Buying, protecting and growing assets us succeed? We have a three-pillar model Case study: BancABC Africa? Why for growing the Company. Since closing the acquisition of BancABC in late August Buy 2014, we have been working We have a robust pipeline closely with the bank in: of prospective merger and – improving credit acquisition candidates and processes; are evaluating and negotiating – identifying a number potential acquisitions and of “quick wins”; Strategy partnerships. – successfully supporting BancABC’s obtaining Protect $125 million of DFI We are actively involved funding; and in enhancing the operations – injecting $100 million of operating subsidiaries of funds to support across the Group. We the business and its have numerous initiatives growth aspirations. Performance underway that are expected to directly translate into bottom line results. Grow We are focused on extracting synergies and deploying capital Governance to drive growth. BancABC www.bancabc.com statements Financial Buy. information Additional Protect. Grow. 08 Annual Report 2014 09 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited Overview What will help Attracting high- calibre talent us succeed? We are focused on attracting experienced, like-minded Africa? Why and retaining the best talent people who share our in the industry. Since our passion and vision to founding, we have been create sub-Saharan Africa’s able to identify high-calibre, premier financial institution. Strategy Performance Governance Financial statements Financial Additional information Additional Talent. 10 Annual Report 2014 11 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited Overview What will help Setting high standards us succeed? We view strong corporate on our way to establishing Africa? Why governance as a the systems and processes “differentiator” not just a to ensure our compliance “qualifier”. While early in with the highest standards our journey, we are well of governance. Strategy Performance Governance Financial statements Financial Additional information Additional Governance. 12 Annual Report 2014 13 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited Overview What will help Becoming the partner of choice us succeed? Our strategy to create innovative products to our Africa? Why sub-Saharan Africa’s premier customers, empowering financial institution involves employees to grow and becoming the “partner effect change while ensuring of choice” for customers, accountability, earning the employees, merger partners trust of transaction counter- and shareholders. parties through transparent and fair dealing, and We will do this by offering delivering on promises Strategy high levels of service and to shareholders. Performance Governance Financial statements Financial Additional information Additional Delivery. 14 Annual Report 2014 15 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited Our business Overview in numbers: Why Africa? Why $625m Strategy of equity capital raised Africa? Performance An overview of our vision and the trends and opportunities that we see in sub-Saharan Africa. 1 ,600+ Governance employees acquisitions statements Financial 4completed in 2014 Operations and In this section: investments in 01. 02. 03. information Additional What is our Africa in Too big vision? numbers to ignore 04. 05. 06.