Application under the. Capital Markets and Securities (Prospectus Requirements) (Amendment) Regulations and the

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2 Application under the Capital Markets and Securities (Prospectus Requirements) (Amendment) Regulations 2010 and the Capital Markets and Securities (Nominated Advisors) Regulations 2010 for The 50,000,000 shares of TZS 500 per share offered to the Public will represent 100% of the issued and fully paid up share capital of 50,000,000 ordinary shares of a nominal value of TZS 500 each. Offer opens: Monday, 23 March 2015 Offer closes: Monday, 4 May 2015 Expected Listing Date: Monday, 8 June 2015 Date of this Prospectus: 19 February 2015

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6 Capital Markets and Securities Act (CAP 79); Capital Markets and Securities (Prospectus Requirements) Regulations, 1997; and the Capital Markets and Securities (Nominated Advisors) Regulation, 2010.

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9 19/02/2015

10 IMPORTANT DATES - OFFER TIMETABLE Event Expected date Offer opens Monday, 23 March 2015 Offer closes Monday, 4 May 2015 Approval of results by CMSA, allotment date and announcement of results Submission of Register to DSE for printing of depository receipts Depository receipts and refunds of excess monies mailed to successful applicants Friday, 22 May 2015 Monday, 25 May 2015 Friday, 5 June 2015 Expected DSE listing and first trading date Monday, 8 June 2015 ix

11 MWALIMU COMMERCIAL BANK PLC (IN FORMATION) MWALIMU COMMERCIAL BANK PLC (IN FORMATION)

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14 MEDIA ADVISOR GLOBUS Media Limited, Wing C, 6 th Floor, NIC Life House, Ohio Street/ Sokoine Drive, P.O. Box , Dar es Salaam, Tanzania, Tel/Fax: , Mobile: , info@globusmedia.co.tz Website:

15 DECLARATION OF CONSULTANTS FOR RESOURCES EVALUATION LIMITED (THE NOMINATED ADVISOR) To the best of its knowledge and belief, having made due and careful enquiry and considered all relevant matters under the Capital Markets and Securities (Nominated Advisors ) Regulations, 2010 and the DSE Rules for EGM Companies and in relation to this application for admission, this Nominated Advisor confirms that all applicable requirements have been complied with and, in particular: SECTION A: The listing document complies with the DSE Rules for EGM Companies. The requirements of the First Schedule to the Capital Markets and Securities (Nominated Advisors) Regulations, 2010 have been complied with. SECTION B: It is satisfied that the applicant and its securities are appropriate to be listed on the EGM having made due and carefully enquiry and considered all relevant matters set out in the DSE Rules for EGM Companies and the Capital Markets and Securities Authority (Nominated Advisors) Regulations The Directors of the applicant have received advice and guidance ( from this Nominated Advisor and other appropriate professional advisors) as to the applicant s responsibilities and obligations under the law in order to facilitate due compliance by the applicant on an ongoing basis; It will comply with the laws as applicable to it in its role as a Nominated Advisor to this applicant. The Directors of Mwalimu Commercial Bank PLC have resolved to issue the bank s ordinary shares at the par value of TZS 500 of the shares in this IPO for the reasons given in Basis of IPO Price on page xviii of this Prospectus. The Nominated Advisor is of the view that this treatment of the bank s valuation is fair, objective, and sufficiently conservative. L. G. FUMBUKA, MBA FCCA Certified Public Accountant in Public Practice DIRECTOR L. G. FUMBUKA, MBA FCCA Certified Public Accountant in Public Practice DIRECTOR xiv

16 DEFINITIONS AND ABBREVIATIONS In this Prospectus and the appendices hereto, unless otherwise indicated, the words in the first column have the meanings stated opposite them in the second column. Words in the singular include the plural and vice versa, words imparting one gender include the other gender and references to a person include references to a body corporate and vice versa: Anchor Shareholder Articles Any one of the 2 promoters of the bank, namely, TTU and TDCL The Articles of Association of MCB PLC ATM Automated Teller Machine Bank of Tanzania Act The Bank of Tanzania Act, Cap 197 (Act No. 4 of 2006) Banking Act Board BoT BRN The Banking and Financial Institutions Act, Cap. 342 (Act No. 5 of 2006) The Board of Directors of the bank The Bank of Tanzania, also called the Bank Big Results Now, the Presidential Delivery Bureau Closing date Monday, 4 May 2015, being the last submission date for applications for the offer CMSA or the Authority The Capital Markets & Securities Authority Companies Act The Companies Act, Cap 212 (Act No.12 of 2002) CREL Consultants for Resources Evaluation Limited, also called the Nominated Advisor, abbreviated NOMAD CSD Central Securities Depository of the DSE Depository Receipt A non-negotiable document issued by the DSE representing title in respect of securities deposited in the CSD by a shareholder Directors The members of the Board of Directors of Mwalimu Commercial Bank whose names appear on page 41 of this document. DSE, or the The Dar es Salaam Stock Exchange Exchange EGM Enterprise Growth Market - a segment of the DSE that caters for start-up companies and SMEs seeking capital without a prior track-record of business operations xv

17 FDI Foreign Direct Investment Founder shareholders The original group of paid-up members of the TTU who were given TZS 50,000 each from accumulated members contributions for the purpose of starting the bank. It includes teachers in public service who are not members of the TTU but who get 2% of their salaries deducted and sent to TTU as agency fee. GDP Gross Domestic Product General public Individual and Corporate persons and eligible institutions with legal capacity to contract Government The Government of the United Republic of Tanzania IAS International Accounting Standards IFRIS International Financial Reporting Interpretations Committee Initial Public Offer or The Initial Public Offer to investors by MCB PLC of IPO 50,000,000 ordinary shares at a price of TZS 500 per share in terms of this Prospectus Institutional Investor Refers to corporate investors like Pension Funds, Unit Trusts, Asset Management Companies, Banks etc. Issuer LDM Legal Advisor Listing Date MCB PLC MEMARTS MFI Micro-finance NMB Nominated Advisor or NOMAD Offer Price Offer shares Opening Date Ordinary Shares PLC Promoters Mwalimu Commercial Bank PLC (In Formation) Licensed Dealing Member of the DSE Abenry & Company Advocates Expected to be on or about Monday, 8 June 2015 the effective date for trading on the DSE Mwalimu Commercial Bank PLC (In Formation) Memorandum and Articles of Association Microfinance Institutions Refers to that unique sector of financing that targets small and micro-enterprises National Microfinance Bank PLC Consultants for Recourses Evaluation Limited, abbreviated CREL TZS 500 per share The ordinary shares of MCB PLC subject to this offer Monday, 23 March 2015, being the first date for submission of applications for the IPO Ordinary shares of TZS 500 each in the share capital of the Company Public Limited Company TTU and TDCL xvi

18 Prospectus SACCOS SMEs the Company TZS USD TDCL TTU This offer document of the company s shares to the general public Savings and Credit Cooperatives Society Small and Medium Enterprises Mwalimu Commercial Bank PLC (In Formation), also called the bank, The Issuer, and MCB PLC Tanzania Shillings United States Dollars Teachers Development Company Limited Tanzania Teachers Union xvii

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28 United we stand strong, and our vision is one

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31 These projections have been made on the key assumption of the capital base, assumed to be that the paid up capital will be TZS 25 billion. Apart from the statutory minimum reserve to be deposited with BoT, the core capital would be invested in various products as described in the projection. Other assumptions are as follows: Treasury Bills will fetch an average of 12% p.a. in later part of 2015 Placements in local banks will earn an average interest rate of 10% p.a. There will be no placements in foreign banks. Loans and overdrafts in local currency will earn interest of 18% p.a. Loans and overdrafts in foreign currency will earn interest of 3% p.a. Borrowings in local currency will be charged interest of 10% p.a. Fixed deposits in local currency will bear interest of 6% p.a. while those in foreign currencies will be charged interest of 2.5% p.a. Savings deposits in local currency will earn interest of 5% p.a. and 2% p.a. for foreign component. Major expenses in 2015 will be those expenses related to IPO, in particular printing & stationery, fees payable to nominated and legal advisors, Lead Bank, etc. Others include publicity and advertisement, sensitization, business promotion and development, depreciation of hardware and software, pre-opening expenses, etc. As part of the bank (In Formation) process, consultants were hired to prepare an extensive Business Plan this is one of the documents available for inspection by interested readers. BoT, as part of its licensing conditions, will also require an updated version of the Business Plan as well as updated operations manuals for the bank s various activities in its core business. This exercise will be accomplished along with the setting up and furnishing of the banking hall as well as recruitment of key staff. A period of 6 months has been allowed between conclusion of the IPO and consummation of these mundane aspects before the bank opens its doors for trading. This is planned for Monday, 2 November Upon close of the IPO and clearance of the shares by BoT, the shares will be listed on the DSE and trading shall commence, tentatively set for Monday, 8 June

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35 In the event of under-subscription, the IPO will continue to allotment with everyone getting the amount they applied for as long as the minimum requirements for the BoT capital adequacy threshold are met. At the date of this Prospectus, final commitments for contribution toward Share Capital amount to about TZS 1.1 billion for individual shareholders and TZS 10.9 billion from the founder shareholders. There are no restrictions to the maximum number of offer shares to be applied for. Important dates and time TABLE 5 OFFER TIMETABLE Event Expected date Offer opens Monday, 23 March 2015 Offer closes Monday, 4 May 2015 Approval of results by CMSA, allotment date and Friday, 22 May 2015 announcement of results Submission of Register to DSE for printing of depository Monday, 25 May 2015 receipts Depository receipts and refunds of excess monies mailed Friday, 5 June 2015 to successful applicants Expected DSE listing and first trading date Monday, 8 June

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42 FINSCOPE REPORT 2013

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45 The Bank of Tanzania Act, Banking Act Foreign Exchange Act, 1992

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51 The envisaged MCB PLC shall be established and operated as required by the Banking Act and Banking and Financial Institutions Regulations. Other legal provision establishing MCB PLC is the Companies Act. The Bank shall carry out a number of commercial bank activities and shall start operations once the Bank of Tanzania grants it with the commercial bank license. The MCB PLC has its headquarters in Dar es Salaam. The bank shall deliver various financial products and services and undertake investments as well. The bank shall have branches in different parts of the country. Among the aims of the MCB PLC include enabling teachers and other customers to have easy access to financial products with favorable terms and be able to benefit from the shares they buy from the bank. In order to ensure the bank reaches its target, delivers quality products and makes profits, one of the key aspects to be considered is the management. Management is referred to as organization and coordination of an enterprise or an entity in accordance with certain policies for the purpose of achieving defined objectives. There are four components of management. They are planning, organizing, directing and monitoring. The four aspects are considered in this strategic plan for the MCB PLC. In order to ensure that the bank takes off smoothly and deliver quality services, arrangements for acquiring the necessary financial capital is necessary. Adequate capital shall make the bank competitive in the delivery of services to a wide spectrum of clients and through an increased volume of business and be able to make profit. Various strategies for mobilizing capital to provide the opportunity for the bank to raise adequate capital for smooth take-off have been identified. Specifically, the bank shall ensure that at any given time it has the optimal asset portfolio that enables it to maximize profit and grow. The growth of the portfolio shall be in line with the bank expansion and marketing plans in place. The bank shall open more branches and introduce new products and services as the market may require and given that adequate capital shall be available. The increase in asset portfolio shall enable the bank to grow and realize profit.

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69 Second Schedule Capital Markets and Securities (Prospectus Requirements) (Amendment) Regulations, 2010 CONSULTANTS FOR RESOURCES EVALUATION LIMITED CORE Securities Limited Capital Markets and Securities Authority (CMSA) Salaam Stock Exchange Dar es CORE Securities Limited

70 Professional capabilities CORE Securities (Rwanda) Limited

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73 Limited Pomy Engineering Mr. Jonathan Swalala: Mrs. Nkunde Shoo

74 Mr. Edwine Mahenge Miss Sandra Felician

75 SECTION E RISK FACTORS RISKS RELATED TO THE BANKING INDUSTRY Economic Risk: Overseas Shareholders: Strategic risk: Credit risk:

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77 having in place a Board approved Policy which is reviewed annually or earlier where warranted and all members of staff have a responsibility for maintaining MCB PLC s reputation. MCB PLC actively pursues a positive image at all times by ensuring that it demonstrates proper intent, integrity and ethical practices, protection of data and intellectual capital, maintaining a sound financial position and compliance with MCB PLC s policies, statutory and BoT requirements. 11. Compliance Regulatory risk: Compliance risk is the risk of non-compliance with regulatory guidelines. Regulatory risk is the current and prospective risk to earnings or capital arising from violations of, or non-conformance with laws, rules, regulations, prescribed practice, or ethical standards issued by the regulator from time to time. In addition to the specific safeguards instituted under each area of risk MCB PLC is managing these risks by setting and enforcing firm code of ethics for its Directors and staff and the HR Department performs regular reviews of compliance with that code. RISKS RELATED TO INVESTING IN SHARES An Investment in equity involves higher degree of risks and such, MCB PLC is subject to various risks in its operations. Prospective investors should carefully consider the risks described below, in addition to the other information contained in this Prospectus before making any investment decision relating to the Equity Shares. The occurrence of any of the following events could have a material adverse effect on the market price of the Equity Shares and investors in MCB PLC may lose all or part of their investment. Prospective investors should review the entire document and form their own views before making an investment decision. They should also consult their own financial, legal and tax advisors to carefully review the risks associated in investing in the Company 1. The Company s success will largely depend on the continued services and performance of the Company s Board, management and other key personnel. Any failure of the Company to efficiently retain and manage its human resources would adversely affect the Company s ability to implement new projects and expand its business. 2. Given the increasing number of banks and non-financial institutions in the market the cost of doing business is expected to be high. Mwalimu Commercial Bank PLC capacity to monitor and swiftly respond to competitor s actions will determine the Company s competitive position and performance in the market. 3. in case of high market volatility or adverse movements in share price, it is possible that counter-parties may not honour their commitment, and any inability on the part of market participants to pay the margins to the stock exchanges may be detrimental to the Company s business, reputation and profitability. 54

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80 OFFER STATUTORY INFORMATION SECTION F STATUTORY INFORMATION Particulars of the Initial Public Offer and listing The Initial Public Offer There are 50,000,000 ordinary shares are being offered to the public at a price of TZS 500 per share. They are invited to apply only on the application form attached to, or issued in connection with, this Prospectus. Exceptionally, investors can also apply through their mobile money accounts through MaxMalipo. Details of this aspect are given in Section G Applications using mobile Time and date of opening and closing the public offer The offer will open at 8.00 am on Monday, 23 March 2015 and end at the close of business on Monday, 4 May Eligibility This offer is open to all the general public, Tanzanians and all East Africans alike to the extent that the purchase of these shares would not be illegal in those other jurisdictions. Minimum and maximum level of subscription Applications must be for a minimum of 100 shares and in multiples of 10 shares thereafter. Directors declaration of their interests Directors shareholding None of the Directors have any shares in the bank. Directors interest in the offer No director has any beneficial or non-beneficial interest in the promotion of the Bank in the Offer. Neither have any sums been, or need to be paid, to any Director or promoter in cash or otherwise to induce him to become a member of the Bank, or for the rendering of services in connection with the promotion of the Bank. The Bank has not granted share options to any director and there are no requirements for qualification shares Conflict of interest The Bank s Articles do not preclude a Director from entering into contracts or being interested in contracts or arrangements with the Bank. However, a Director who is in 57

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82 Votes may be given either personally or by proxy. Legal opinion On page 73 of this Prospectus, the legal advisors have given a legal opinion as to the completeness and compliance of this Prospectus in all respects with the requirements of all legislation applicable to this offer. Registration of Prospectus A Copy of this Prospectus was registered by the Registrar of Companies on 17 th March 2015 in terms of section 35 of Companies Act (Cap. 212) and section 131 of the Capital Markets and Securities Act, 1994 (as amended). Application for listing This offer is subject to the Directors application for listing to the DSE for approval of a listing of MCB PLC s 50,000,000 ordinary shares. Listing is expected to occur on or about Monday, 8 June 2015 before it opens its doors for banking business on or about Monday 2 November Withholding tax on securities income MCB PLC is required to act as an agent for the Tanzania Revenue Authority in deduction of withholding tax on dividends payable to its shareholders. The withholding tax rate is currently 5% (if the company is listed on the DSE, 10% if not listed) of the gross dividends. Central Securities Depository The Central Securities Depository (CSD) is a bank for shares installed at the DSE to enhance security and to facilitate efficient dealing in those shares. Shares are held by the CSD on behalf of shareholders in terms of the rules of the CSD and all transfers of shares after the date of the listing must take place through the CSD. The CSD will issue each successful applicant with a Depository Receipt, which is a document of title similar to a Depository Receipts but is not negotiable. Experts Consent Consultants for Resources Evaluation Limited (Nominated Advisor), Abenry & Company Advocates (Legal Advisor), CORE Securities Limited (Sponsoring Broker), and NMB PLC (Lead Receiving Bank), have all given and not withdrawn their written consent to the inclusion of their names and reports, where applicable, and reference thereto in the form and context in which they appear in the Prospectus. None of these consents have been withdrawn prior to registration of this Prospectus with the Registrar of Companies. 59

83 Use of proceeds The Bank will utilise net of IPO proceeds to enlarge the capital base, which will cover the minimum core capital requirements as well as provide funds for initial operations at a sufficiently large scale to ensure profitable operations as soon as possible, payment of dividends and opening of new branches. Authorisations Letter Reference CMSA/F3/B.25 dated 19/2/2015 from the Capital Markets. Documents available for inspection Copies of the following documents will be available for inspection at MCB PLC s registered offices at any time during business hours on weekdays (except official Tanzania public holidays) from the offer opening date to the offer closing date: The Memorandum and Articles of Association of MCB PLC The Business Plan of MCB PLC covering the 5 years The signed legal opinion prepared by Abenry & Company, Advocates Consent letters from the IPO Advisors Documents related to borrowings, landed and leased properties of the Company as stated in the Legal Opinion Business licenses, insurance policies, Directors resolution and material contracts reviewed as stated in the Legal Opinion Letter Reference CMSA/F3/B.25 dated 19/2/2015 from CMSA approving this Prospectus 60

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86 Articles Transferability of shares Alteration of Capital

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95 This section describes IPO transactions using MAXMALIPO. Although this shall be particularly handy for upcountry investors who cannot access CMSA-licensed Brokers or even normal bank accounts, other users (even those with access to CMSA-licensed Brokers and conventional bank accounts) if they wish. Appendix I Appendix II Appendix III

96 SECTION H: LEGAL OPINION Our Ref: CO/MCB PLC/LHS/107/15 19 th February, 2015 The Directors Mwalimu Commercial Bank PLC (In Formation) P.O. Box Dar es-salaam Tanzania Ladies and Gentlemen, RE: LEGAL OPINION IN RESPECT OF AN OFFER FOR SALE OF SHARES TO THE GENERAL PUBLIC AND LISTING OF SHARES ON THE DAR-ES- SALAAM STOCK EXCHANGE OF MWALIMU COMMERCIAL BANK PLC (IN FORMATION) 1.0 Background and purpose We, Abenry & Company, Advocates, have been engaged as Legal Advisers to advise Mwalimu Commercial Bank PLC (In Formation) (the Company ) in connection with the planned listing of the Company s shares on the Dar-es- Salaam Stock Exchange through the Enterprise Growth Market Window (the Listing ) and the Offer for sale to the general public of up to fifty million (50,000,000) million Ordinary Shares of Tanzania Shillings Five Hundred (TZS ) each (the Offer ) pursuant to the Prospectus dated 19 February, Interpretation 2.1 Wherever used in this Opinion, unless the context otherwise requires: the term Banking Act shall mean the Banking and Financial Institutions Act, Cap. 342; the term BoT shall mean the Bank of Tanzania, established under the Bank of Tanzania Act, Cap 197; the term CMSA or the Authority shall mean the Capital Markets and Securities Authority established under the Capital Markets and Securities Act, Cap 79; the term CMS Act shall mean the Capital Markets and Securities Act, Cap 79; the term Companies Act shall mean the Companies Act, Cap. 212; 73

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109 PART A: REGISTRATION APPENDIX II: SUMMARISED MAXMALIPO PROCESS FLOWS a. First registration 1. Access the USSD: *150*36# 2. Choose new registration 3. In the backend we capture the MSISDN Query validity from mobile operator as follows:- Send MSISDN Operator check validity Operator check mobile wallet registration Operator retrieves registration details FirstName MiddleName LastName Address Operator responds with MSISDNValidity MobileWalletValidity &above details Record the details 4. Prompt with Unit Price of shares and ask to enter number of shares 5. In the backend record and calculate total amount 6. Prompt with Unit Price, Number of shares entered above and total amount computed, and request confirmation 7. Generate and assign control number(reference number for payment) 8. Send SMS Text to the MSISDN with the control number, and Registration number, and due date b. Next time, want to acquire shares 1. Access the USSD: *150*36# 2. Choose use registration number 3. Enter registration number 4. Prompt with Unit Price of shares and ask to enter number of shares 5. In the backend record and calculate total amount 6. Prompt with Unit Price, Number of shares entered above and total amount computed, and request confirmation 7. Generate and assign control number(reference number for payment) 8. Send SMS Text to the MSISDN with the control number, and Registration number, and due date 86

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112 APPLICATION FORM A copy of the Prospectus to which this application is attached was registered in terms of section 35 of the Companies Act, Cap. 212 and section 131 of the Capital Markets and Securities Act, Cap 79 (as amended) ( the Prospectus ) SERIAL NUMBER: 0000 CSD ACCOUNT NO. For Official use only MWALIMU COMMERCIAL BANK PLC (IN FORMATION) (Incorporated in the United Republic of Tanzania) (Incorporation number: 90216) APPLICATION FORM For ordinary shares in terms of the public offer of 50,000,000 ordinary shares at a price of TZS 500 per share payable in full on application Please refer to the instructions overleaf before completing this form. This form, when completed, should be submitted, together with TZS cash or a TZS banker s cheque (crossed not negotiable ) or TZS banker s draft in favour of MWALIMU COMMERCIAL BANK PLC (IN FORMATION) public offer, by hand to an authorized receiving agent mentioned below not later than the closing Business on Monday, 4 May 2015 Each application submitted must be in one name only and show one address. The Directors of MCB PLC reserve the right to accept or reject any application, in whole or in part, particularly if the instructions overleaf and as set out in this Prospectus are not properly complied with. To the Directors, MCB PLC: I/We, the undersigned, confirm that, having read the Prospectus, hereby irrevocably apply for and request you to accept my/our application for the under mentioned number of ordinary shares in MCB PLC at TZS 500 per ordinary share or any lesser number that may be allotted to me/us in terms of the Prospectus and subject to the Articles of Association of MCB PLC. I/We enclose a TZS banker s cheque/tzs banker s draft in favour of MCB PLC public offer, for the appropriate amount due in terms of this application. 89

113 Dated: Mobile # Telephone number: CSD Account #: Signature: Assisted by: (where applicable) Please complete in BLOCK LETTERS Surname of individual or name of corporate body/institution (Circle appropriate title or fill in Other title if not listed) Mr Mrs Miss Other title All successful applicants will receive a CSD depository receipt as proof of their shareholding in MCB PLC Name in full (if an individual) ID Issuer s Name or Law Name in full as registered (for Corporates) ID Issuer s Name or Law Name of competent registering Authority Collection instructions: please indicate (tick)- Posted to me at the given on the application form The Depository Receipts or refund cheque (if any) should be - sent to the authorized receiving agent to wait collection Identity Number (individuals only) Registration Number (for Corporates) law Only legally recognised persons or entities may apply, It is necessary to produce positive identification when collecting Depository Receipts or refund cheques (if any). Depository Receipts and refund cheques (if any) will only be available for collection from the Bank P O Box :(.. ) Postal address Depository Receipts and refund cheques (if any) will be sent to this address By registered post at the applicant s risk. Bank Account Holder:... Bank Account Number:... Bank Name:... Total number of ordinary shares applied for Note: Minimum number of 100 shares (Enter figures only not words) Branch Name:... Total amount of TZS cash, TZS. Banker s cheque or TZS banker s draft to cover ordinary shares applied for herein at TZS. 500 per ordinary share. X TZS 500 TZS (enter figures only not words) If a recognized nominee company, state number of principals covered by this form (a supporting schedule which discloses the number of shares applied for on behalf of each principal in respect of each application must appear in the space provided overleaf) (Please detach along the perforation and retain this portion for your records) Serial number: 0000 Name(s) of applicant or institution Total shares required Total funds submitted 90

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