Mcb Mwalimu Commercial Bank Prospectus Final 19th March 2015

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 willrepresent 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 2015Offer closes: Monday, 4 May 2015

Expected Listing Date: Monday, 8 June 2015

Date of this Prospectus: 19 February 2015

xixxviii

84848686868787878888

7373798083

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.

19/02/2015

ix

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

Friday, 22 May 2015

Submission of Register to DSE for printing of depository receipts

Monday, 25 May 2015

Depository receipts and refunds of excess monies mailed to successful applicants

Friday, 5 June 2015

Expected DSE listing and first trading date Monday, 8 June 2015

MWALIMU COMMERCIAL BANK PLC (IN FORMATION)


GLOBUS Media Limited, Wing C, 6th Floor, NIC Life House, Ohio Street/ Sokoine Drive , P.O. Box 105903, Dar es Salaam, Tanzania, Tel/Fax: +255 22 2120723, Mobile: +255 684 278956, E-mail: [email protected] Website: www.globusmedia.co.tz

MEDIA ADVISOR

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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 2010. The Directors of the applicant have received advice and guidance ( from this Nominated Advisor and other appropriate professional advisors) as to the applicants 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 banks 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 banks 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

___________________________ _____________L G FUMBUKA MBA FCCA

xv

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 Any one of the 2 promoters of the bank, namely, TTU and TDCL

Articles 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 The Banking and Financial Institutions Act, Cap. 342 (Act No. 5 of 2006)

Board The Board of Directors of the bank BoT The Bank of Tanzania, also called the Bank

BRN 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 Exchange

The Dar es Salaam Stock 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

xvi

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 IPO

The Initial Public Offer to investors by MCB PLC of 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 Mwalimu Commercial Bank PLC (In Formation) LDM Licensed Dealing Member of the DSE Legal Advisor Abenry & Company Advocates Listing Date Expected to be on or about Monday, 8 June 2015 the

effective date for trading on the DSE MCB PLC Mwalimu Commercial Bank PLC (In Formation) MEMARTS Memorandum and Articles of Association MFI Microfinance Institutions Micro-finance Refers to that unique sector of financing that targets small

and micro-enterprises NMB National Microfinance Bank PLC Nominated Advisor or NOMAD

Consultants for Recourses Evaluation Limited, abbreviated CREL

Offer Price TZS 500 per share Offer shares The ordinary shares of MCB PLC subject to this offer Opening Date Monday, 23 March 2015, being the first date for

submission of applications for the IPO Ordinary Shares Ordinary shares of TZS 500 each in the share capital of

the Company PLC Public Limited Company Promoters TTU and TDCL

xvii

Prospectus This offer document of the companys shares to the general public

SACCOS Savings and Credit Cooperatives Society

SMEs Small and Medium Enterprises

the Company Mwalimu Commercial Bank PLC (In Formation), also called the bank, The Issuer, and MCB PLC

TZS Tanzania Shillings

USD United States Dollars

TDCL Teachers Development Company Limited

TTU Tanzania Teachers Union

.

xix

Mwanachama Hai

xx

United we stand strong, and our vision is one

8

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 banks 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 2015.

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 2015.

12

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 announcement of results

Friday, 22 May 2015

Submission of Register to DSE for printing of depository receipts

Monday, 25 May 2015

Depository receipts and refunds of excess monies mailed to successful applicants

Friday, 5 June 2015

Expected DSE listing and first trading date Monday, 8 June 2015

Source: http://www/meac.go.tz

FINSCOPE REPORT 2013

Source: Finscope 2013

The Bank of Tanzania Act,

Banking Act

Foreign Exchange Act, 1992

!!"! ! 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.

Second Schedule Capital Markets and Securities (ProspectusRequirements) (Amendment) Regulations, 2010

CONSULTANTS FOR RESOURCES EVALUATION LIMITED

CORE Securities Limited

Capital Markets and Securities Authority (CMSA)

Dar esSalaam Stock Exchange

CORE Securities Limited

CORE Securities (Rwanda) Limited

Professional capabilities

CORE

CREL

Pomy EngineeringLimited

Mr. Jonathan Swalala:

Mrs. Nkunde Shoo

Mr. Edwine Mahenge

Miss Sandra Felician

SECTION E RISK FACTORS

! $ "& !! " # % # $ !&""! !!" !"! ##""" $"!"""""! ! " #! "!" !" !!$"! "" #""! "!! % " !! " " ! " # !"!"""!"! !!%"#"$#"%&!%""" !! &"%"!""!#""$ & "# !! !!# $ "" "" "! " %%&"$"" &" !!#%"

" !!% # "&$"" #"# #" " " ! !! %" "& " ! $#& !#"#!!"&""(!#!!! !#"!RISKS RELATED TO THE BANKING INDUSTRY

#"& !! " " " #!" & &" !!' !$$"#!!!% "!"!" !#"% Economic Risk: %&&+ " !,!-% $""!" +) &" $$&$ ! &'%!%%$")$"%#&%!"#$&"! $%'&%"!%! &&"!#'&!#$"'%&'%!%%%&$&+%+%& %!#$"'$%&" ! ,-%*#"%'$&"($%"!" "!&"!%!$%" #&&"!"! $'&"!")($ %)&!+"&$!&&+ "#$&!)&! % $ '%!%% !($"! !& &% !!"& #$"( ! %%'$! &&($%"!" "!&"!%)!"& #$-%#$"$ ! Overseas Shareholders: $"$% ! !(%&"$% %"' !"&&& & $!$+ $% ! '&'$ (!% $ !" !& ! !,!!% ) "' & &"% )"% #$!# '$$!+ % !"& !,!!%

Strategic risk: &$& $% % & $% " ($% #& "! '$$!& !#$"%#&( $!!% "$ #& $%! $" !"$$& "$ !##$"#$& '%!%%%"!% #$"#$ # !&&"! " %"!% "$ " $%#"!%(!%% &"!'%&$+ ! ! &&"! & ! % #'& ! # $"'%& ! $"'%&!"$ &"!%+%& )&%'!&%!!% &" ! , & #&"!+%'"'$$!%

Credit risk: $& $% % & $%" "%%' &" & '$""$$")$ &" & &% $& "&"!% ! "$! )& $ "!&$& &$ % $& $% %'#&$%$&"&!-%$%*#"%'$%!-%$$"%%% "($! + !&$+ %&% $& #"% ! #$"'$% $'% !'!% )& ! &" !&! )($% $& #"$&"" $& $%

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$/43 3(.- + 1(2* (2 3'$ /.3$-3( + 3' 3 -$& 3(5$ /4!+("(381$& 1#(-&:2!42(-$22/1 "3("$26'$3'$1314$.1-.36(++" 42$ #$"+(-$(-3'$"423.,$1! 2$".23+8+(3(& 3(.-.11$5$-4$1$#4"3(.-(2, - &(-&

54

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 PLCs 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 PLCs 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 Companys success will largely depend on the continued services and performance of the Companys Board, management and other key personnel. Any failure of the Company to efficiently retain and manage its human resources would adversely affect the Companys 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 competitors actions will determine the Companys 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 Companys business, reputation and profitability.

57

SECTION F STATUTORY INFORMATION

OFFER 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 2015. 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 Banks 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

59

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 17th 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 PLCs 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 2015. 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.

60

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 PLCs 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 2015-2019 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

Memorandum

Articles

Transferability of shares

Alteration of Capital

General Meeting

Proceedings of General Meetings

Directors

Dividend Policy

Winding Up

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

Appendix IAppendix II Appendix III

Our Ref: CO/MCB PLC/LHS/107/15 19th February, 2015 The Directors Mwalimu Commercial Bank PLC (In Formation) P.O. Box 61002 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 Companys 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.500.00) each (the Offer) pursuant to the Prospectus dated 19 February, 2015.

2.0 Interpretation

2.1 Wherever used in this Opinion, unless the context otherwise requires:

2.1.1 the term Banking Act shall mean the Banking and Financial Institutions Act, Cap. 342;

2.1.2 the term BoT shall mean the Bank of Tanzania, established under the Bank of Tanzania Act, Cap 197;

2.1.3 the term CMSA or the Authority shall mean the Capital

Markets and Securities Authority established under the Capital Markets and Securities Act, Cap 79;

2.1.4 the term CMS Act shall mean the Capital Markets and Securities Act, Cap 79;

2.1.5 the term Companies Act shall mean the Companies Act, Cap. 212;

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SECTION H: LEGAL OPINION

APPENDIX II: SUMMARISED MAXMALIPO PROCESS FLOWS

PART A: REGISTRATION

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

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 Ofcial use only


(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 bankers cheque

(crossed not negotiable) or TZS bankers 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, conrm 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 bankers cheque/TZS bankers draft in favour of MCB PLC public offer, for the

appropriate amount due in terms of this application.

89

90

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 ll 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 Issuers Name or Law ______________________

Name in full as registered (for Corporates)_____________________ ID Issuers 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 identication when col-lecting Depository Receipts or refund cheques (if any). Depository Receipts and refund cheques (if any) will only be available for collection from the Bank

Postal address Depository Receipts and refund cheques (if any) will be sent to this address By regis-tered post at the applicants risk.

P O Box :(.. )

Bank Account Holder: ..............................

Bank Account Number:...........................

Bank Name:............................................

Branch Name:.........................................

Total number of ordinary shares applied for

Note: Minimum number of 100 shares

Total amount of TZS cash, TZS. Bankers cheque or TZS bank-ers draft to cover ordinary shares applied for herein at TZS. 500 per ordinary share.

(Enter gures only not words) X TZS 500 TZS (enter gures 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