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3 Table of Contents 2022 Highlights..................................................................................................................................................................5 About SEC..........................................................................................................................................................................6 Chairperson’s Review ..................................................................................................................................................... 10 Chief Executive’s Statement ...........................................................................................................................................13 Financial Performance of the Commission ............................................................................................................... 14 Reserves ................................................................................................................................................................ 15 Income Earned ...................................................................................................................................................... 15 Commission Expenses........................................................................................................................................... 15 Capital Expenditure...............................................................................................................................................16 Staff Complement and staff matters ........................................................................................................................16 Training and Workshops............................................................................................................................................18 Corporate Governance ...................................................................................................................................................20 Board Composition .....................................................................................................................................................21 Board Meetings.......................................................................................................................................................... 22 Committees and Committee Membership ............................................................................................................... 23 Audit Function............................................................................................................................................................ 25 Commission Secretary ...............................................................................................................................................26 Board Performance Self-Evaluation.......................................................................................................................... 27 Report on regulatory and operational efficiency.......................................................................................................... 37 Extent of implementation of the Commission’s oversight function and their effectiveness ................................38 Cost Savings resulting from the Commission’s Operations.....................................................................................39 Cost to the Nation for not having the Commission..................................................................................................39 Actual and Projected efficiencies the Commission has achieved as a result of the continuing regulatory activities......................................................................................................................................................................39 Nature of the working relations with Capital Market Operators ........................................................................... 40 Immediate and Projected capabilities of the Commission ..................................................................................... 40 Operational Activities .....................................................................................................................................................43 DIRECTORATE OF MARKET SUPERVISION AND DEVELOPMENT............................................................................43 MARKET DEVELOPMENT ......................................................................................................................................44 CAPITAL MARKETS MASTER PLAN (CMMP)........................................................................................................44 DIGITALISATION, INNOVATION AND REGULATORY SANDBOX FRAMEWORK FOR CAPITAL MARKETS ........45 CAPACITY BUILDING: PARTNERSHIP WITH THE CHARTERED INSTITUTE FOR SECURITIES AND INVESTMENTS (CISI) – ZAMBIA REGULATORY ASSESSMENT MODULE.....................................................................................47 NATIONAL FINANCIAL INCLUSION STRATEGY (NFIS) ........................................................................................47 NATIONAL STRATEGY FOR FINANCIAL EDUCATION FOR ZAMBIA (NSFE) ...................................................... 48 AWARENESS AND INVESTOR EDUCATION – TOWN HALL MEETINGS.............................................................. 48 94TH AGRICULTURAL AND COMMERCIAL SHOW ............................................................................................. 49 COMMEMORATION OF THE WORLD INVESTOR WEEK 2022..............................................................................50 OTHER REGULATORY ISSUES / EVENTS............................................................................................................... 51 MARKET SUPERVISION.........................................................................................................................................53 UNIVERSE OF CAPITAL MARKETS OPERATORS ..................................................................................................53 MARKET SNAPSHOT .............................................................................................................................................53 SEC CORE SUPERVISORY PROCESS & SUPERVISORY TOOLS.............................................................................54 LICENSING .............................................................................................................................................................57 SURVEILLANCE AND COMPLAINTS HANDLING ..................................................................................................58 COLLECTIVE INVESTMENT SCHEMES................................................................................................................... 61 RISK-BASED SUPERVISION ...................................................................................................................................62 CAPACITY BUILDING ............................................................................................................................................ 66 SEC Supervisory Technology Strategy ................................................................................................................ 69 SEC Sustainable and Green Finance Initiatives ....................................................................................................70 Anti Money Laundering and Countering the Financing of Terrorism and Proliferation....................................73 Capacity building activities ...................................................................................................................................74 OUTLOOK FOR 2023..............................................................................................................................................74 DIRECTORATE OF ENFORCEMENT AND LEGAL SERVICES ......................................................................................76

4 INVESTIGATIONS................................................................................................................................................... 77 ENFORCEMENT ..................................................................................................................................................... 77 LEGAL ACTIONS..................................................................................................................................................... 77 LAW REVIEW AND LEGISLATIVE DRAFTING ........................................................................................................78 AMENDMENT TO THE SECURITIES ACT NO. 41 OF 2016 .....................................................................................78 AMENDMENTS TO SUBSIDIARY LEGISLATION UNDER THE SECURITIES ACT...................................................79 SECRETARIAL SERVICES....................................................................................................................................... 80 LOCAL AND INTERNATIONAL RELATIONS ......................................................................................................... 80 REGULATORY COMPLIANCE ................................................................................................................................82 POLICY REVIEW.................................................................................................................................................... 84 CAPACITY BUILDING ............................................................................................................................................ 84 CAMBRIDGE SUPTECH LAB INNOVATION LEADERSHIP PROGRAMME............................................................ 84 CORPORATE GOVERNANCE MASTERCLASS........................................................................................................85 SWEDISH INSTITUTE MANAGEMENT PROGRAMME (SIMP-AFRICA) ................................................................85 INVESTMENT ADVISORS AND STOCKBROKERS COURSE .................................................................................. 86 DIRECTORATE OF FINANCE AND ADMINISTRATION: MARKET TRANSACTIONS...................................................87 2022 Financial Statements.............................................................................................................................................. 91 STATEMENT OF COMMISSIONERS’ RESPONSIBILITIES........................................Error! Bookmark not defined. STATEMENT OF COMPREHENSIVE INCOME FOR THE TWELVE-MONTH PERIOD ENDED 31 DECEMBER 2022 ..................................................................................................................................Error! Bookmark not defined. STATEMENT OF CHANGES IN EQUITY FOR THE TWELVE MONTHS PERIOD ENDED 31 DECEMBER 2022 ..Error! Bookmark not defined. STATEMENT OF FINANCIAL POSITION - 31 DECEMBER 2022 ................................Error! Bookmark not defined. STATEMENT OF CASH FLOWS FOR THE TWELVE MONTHS PERIOD ENDED 31 DECEMBER 2022 ..............Error! Bookmark not defined. NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2022 ...........................Error! Bookmark not defined. DETAILED STATEMENT OF COMPREHENSIVE INCOME FOR THE TWELVE MONTHS PERIOD ENDED 31 DECEMBER 2022 ......................................................................................................Error! Bookmark not defined. APPENDICES....................................................................................................................................................................94 Appendix I ................................................................................................................................................................. 94 Corporate Address and Contact Details .................................................................................................................. 94 Appendix II .................................................................................................................................................................95 Governance Structure................................................................................................................................................95 SEC Commissioners in 2022...................................................................................................................................95 SEC Management in 2022..................................................................................................................................... 98 Appendix III .............................................................................................................................................................. 102 SEC Staff in 2022....................................................................................................................................................... 102 Appendix IV ..............................................................................................................................................................104 List of Authorised Capital Market Players as at 31st December, 2022....................................................................104 Securities Exchange Licenses .............................................................................................................................104 Credit Rating Agency’s Licences.........................................................................................................................104 Investment Adviser’s License .............................................................................................................................104 Investment Adviser’s Representative License................................................................................................... 105 Dealer’s Licenses .................................................................................................................................................106 Dealer’s Representative’s Licences.................................................................................................................... 107 Appendix V ................................................................................................................................................................112 Contact Details of Capital Market Players ...............................................................................................................112 Securities Exchanges contact details ..................................................................................................................112 Dealers’ Contact Details.......................................................................................................................................112 Investment Advisors’ Contact Details .................................................................................................................118 Recognised Self-Regulatory Organisations ........................................................................................................119 Listed Companies’ contact details.......................................................................................................................119 Quoted Companies’ Contact Details .................................................................................................................. 124 Details of Companies with Listed Debt Securities ............................................................................................. 126

5 2022 Highlights

6 322,000+ investors in the Capital Market K75 billion+ total savings 18% savings to GDP ratio Securities Act amended CMMP launched RBS project in effect K72 million operating surplas (2021: 91 million 500% above target￾expense cover ratio K165 million + in reserves (2021: 93 million) 91% income internally generated 33 staff complement 61% staff costs (2021: 67%)

7 About SEC Vision A dynamic regulator of a capital market that is the preferred destination for investments Mission To safeguard interests of investors and promote the growth of capital markets for individual and national prosperity

8 Values The Commission depends on the following core values in the performance of its staff by which their conduct and behaviour is anchored: Mandate The Securities and Exchange Commission (SEC) was established pursuant to section 3 of the repealed Securities Act, Cap 354 of the Laws of Zambia and its existence has been continued under the new Securities Act, No. 41 of 2016 (the Act”). The Commission’s mandate is to ensure that investors in the Zambian capital markets, both local and foreign, are protected. It is also the mandate of the Commission to develop the capital markets. The Commission has to ensure there is a right balance between investor protection and Capital Market Development. The principal function of the SEC is to regulate the capital markets so as to foster fair and efficient trading. Section 8 of the Act entrusts the implementation of the Act to the Commission Board which has been mandated to exercise the functions of the Commission as provided in the Act and oversee the administrative affairs of the Commission by putting in place effective, efficient and transparent systems of corporate governance. This is critical as all decisions relating to the regulation of the securities market are made at Board level.

9 The specific functions of the Commission as provided under section 9 of the Act are as follows: a) ensure compliance with the Act and regulations or rules made in accordance with the Act; b) license securities exchanges, regulate the activities of securities exchanges and the settlement of securities transactions; c) license and regulate capital markets operators; d) license and regulate clearing and settlement agencies and other participants in the capital markets; e) license and regulate credit rating agencies and provide conditions for the issuing of credit ratings; f) approve the constitutions, charters, articles, by-laws and rules governing and pertaining to securities exchanges, clearing and settlement agencies and other participants in the capital markets; g) promote and encourage high standards of investor protection and integrity among members of securities exchanges, capital markets operators, clearing and settlement agencies, self-regulatory organisations and other participants in the capital markets; h) support the operation of a free, orderly, fair, secure and properly informed capital markets; i) regulate the manner and scope of securities transactions; j) regulate margin requirements, capital adequacy requirements, disclosure and reporting requirements and clearing and settlement requirements, as may be prescribed; k) take all reasonable steps to safeguard the interest of persons who invest in securities and guard against illegal and improper practices as provided in the Act; l) authorise the establishment of collective investment schemes and other schemes; m) regulate the activities of managers, trustees and custodians; n) authorise and regulate the establishment of private funds; o) consider and suggest proposals for the reform of the Act and rules and regulations made in accordance with the Act; p) promote and develop a system of self-regulation by securities exchanges, clearing and settlement agencies, self-regulatory organisations, other participants in the capital markets and capital markets operators, as maybe prescribed; q) encourage the development of securities and securities exchanges and the increased use of such exchanges; r) provide, promote or otherwise support financial education, awareness and confidence with regard to financial products, institutions and services; s) prescribe certification standards and accreditation for licensees; t) co-operate with, provide assistance to, receive assistance from, and exchange information with other regulatory bodies and trade organisations in Zambia and elsewhere; u) exercise and perform such other functions as may be conferred or imposed upon it by or in accordance with the Act or any other written law; and v) vet a substantial shareholder in accordance with the vetting criteria contained in guidelines issued by the Commission, including the substantial shareholder’s source of funds, and the beneficial owner of a company whose securities are registered, or which is authorised or licensed under this Act.

10 IOSCO Core Objectives In exercising its statutory mandate, the Securities and Exchange Commission is guided by the following three core objectives of securities regulation set by the International Organisation of Securities Commissions (IOSCO):

• investor protection;
• ensuring markets are fair, efficient and transparent; and
• reduction of systemic risk. As a member of IOSCO and a signatory to the IOSCO MMoU on Cooperation and Exchange of Information, the Commission has instilled these core objectives not only in the legal and regulatory framework but also applies them in the day to day regulation of the Zambian securities markets.

11 Chairperson’s Review The Commission presents the 2022 annual report, which, other than being a good corporate governance tenet is a requirement of the Securities Act, Number 41 of 2016 and the Public Finance Management Act, No. 1 of 2018. The Commission is required, in line with the Securities Act, No. 41 of 2016, as amended, to report on specific areas as listed below: a) The extent of the implementation of the Commission’s oversight functions and their effectiveness; b) Cost savings resulting from the Commission’s operations; c) The cost to the nation for not having the Commission; d) The nature of the working relations with capital market operators; e) The actual and projected efficiencies the Commission has achieved as a result of the continuing regulatory activities; and; f) The immediate and projected capabilities of the Commission. The Commission has on a regular basis reviewed its performance in line with the expectations of the Securities Act’s requirements. To this end, we report below the Commission’s performance based on the areas listed above. This report also covers other activities, outside of the above specific mandate, that the Commission considers strategic in delivering on the same mandate. It is our view that all these activities contributed to achieving our statutory mandate. The Commission’s oversight function is getting challenged as technologies continue to influence the way services are distributed and marketed. With the increasing access to digital services by the public, and the ease with which services are sold through mobile phones and other electronic devices, the market has seen phenomenal growth in financial inclusion statistics from less than 60,000 capital market users a years ago to over 322,000 or about 3.0% of adult population at the end of December 2022. This growth in financial inclusion numbers is however also presenting challenges in the effective provision of the Commission’s oversight role as the speed at which information dissemination and new innovations is occurring far outstrips regulatory response times. To improve on the Commission’s delivery on its mandate, the Board approved a new 2022 to 2026 strategic plan. The “With the increasing access to digital services by the public, and the ease with which services are sold through mobile phones and other electronic devices, the market has seen phenomenal growth in financial inclusion statistics from less than 60,000 capital market users a years ago to over 322,000 or about 3.0% of adult population at the end of December 2022.”

12 objectives, aligned to the Capital Markets Master Plan will seek to focus on six strategic areas including the need to – a) increase stakeholders’ participation in capital markets; b) enhancing capital market investor protection; c) attaining a sustainable funding model; d) enhancing business process and procedures; e) enhance human capital; and f) improving infrastructure and equipment. The Commission’s 2022 to 2026 strategic plan takes cognizance of the fact that it is a short-term plan towards achieving long term goals as included in the Capital Markets Master Plan (CMMP) which was launched after the year end. It is gratifying to note the five areas that the CMMP will concentrate on seeks to develop the market to comparable levels of peer markets. I am also glad, on behalf of the board and management, to report that with the support of government through the Ministry of Finance and National Planning, the 2016 Act was finally amended in December 2022. It is the Commission’s view that to effectively deliver on the Commission mandate through the strategic plan and the CMMP, human resources is an important factor to consider. As such, to ensure staff operated at their optimum capacity, the risk associated with the possibility of staff members being sued in their personal capacity needed to be avoided at all cost. While the Board had put in place a temporary measure by guaranteeing to take on or cover legal costs in the event staff were sued while legitimately performing their duties in good faith, the inconvenience associated with court appearances is uncomfortable. The amended Law, which now provides for staff immunity when performing regulatory duties in good faith, is a welcome move by the government. I must say, all the good things that the Commission did during the year were supported by consistent monthly grants from the Treasury and a good financial performance on the fees and levies. I commend management for keeping track of all expenditure by ensuring this was within or below approved budget limits. This contributed to the financial discipline the Commission experienced and thus the improvement of the reserve amount planned to be utilized to build and/or acquire the Commission’s permanent physical address. To complement the efforts of our financial prudence in the use of scarce resources, the Commission continued the implementation of its Risk Based Supervision (RBS) project. This is expected to target risk areas of the market and market players to manage and possibly minimize the impact of risk on the firms and the market. This project, when fully operational, is expected to contribute to confidence building in the market. In looking ahead, the Commission, and in addition to the expectations of the benefits of implementing the CMMP and the 2022 to 2026 strategic plan, specific components of the CMMP such as sustainability, RBS, and general market growth will be achieved with the participation of everyone in implementing the CMMP.

13 In conclusion, on behalf of the Board, management, and staff, the Commission continues to thank the Ministry of Finance and National Planning, supporting partners and all capital market players for the cordial and supportive environment that has characterized capital markets. I thank you. Ruth Simwanza Mugala (Mrs) BOARD CHAIRPERSON

14 Chief Executive’s Statement The Commission’s dual mandate of investor protection and market development is ever being challenged by the lack of adequate resources. To achieve effective operational efficiencies, appropriate systems and human resources assisted by adequate Rules and Regulations is key to achieving the Commission’s mandate. The Chairman’s report has covered several strategic activities and forward-looking plans that the Commission embarked on during 2022. Suffice to say the Commission completed and the Board approved the 2022 to 2026 strategic plan and the 10-year Capital Markets Master Plan, both of which the Chairperson has covered in detail. These documents will guide the Commission’s focus areas for the next 5 and 10 years respectively. We report below the Commission’s operational performance for the year ended 31st December 2022. The Commission’s financial performance was 100% above target with the expenses cover ratios during and at the end of the year at more than 500% above the Commission’s set threshold. This financial position helped in the delivery on a number of strategic initiatives. To achieve the Commission’s operational performance, the need to have a fully resourced Commission with automated systems and additional human resources now becoming apparent as activities related to the implementation of the strategic plan increase due to the increased availability of financial resources. The Commission during the year recruited a number of staff and for the first time in the 25-year history of the Commission’s existence with all technical positions on the Commission’s structure recruited. However, as observed above, the Commission still required more staff numbers to effectively deliver on its mandate especially as the need for more awareness, surveillance, inspections, and enforcement needs are ever going up given the increased use of social media to peddle products that require constant regulatory watch. The Commission however failed to boost its staff numbers on time as earlier planned with the new approval processes involving clearance from the Emoluments Commission impacting on the timeliness of completing the required recruitment processes. The Commission continued to hold townhall meetings to sensitive the public on investor rights, risky investment practices such as investing in unregulated products and also sharing with the public on a number of strategic focus areas such as innovative products (sandbox), green

15 finance (Green bond guidelines) and the shift to the Risk Based Supervision model among other areas. The Commission further participated in governments review and amendment to the Securities Act number 46 of 2016. The amendments give the Commission additional regulatory tools to supervise the market. Of note in the amendments to the Law is the inclusion of the protection of staff members from being sued for actions done in good faith, further regulatory options with firms under possession and the legal basis of the RBS model. This gives comfort to staff to carry on their duties without the constant fear of being personally liable for doing their normal regulatory duties on behalf of the Commission. The Commission continued to prudently use its limited financial resources during the year ended 31st December 2022. Therefore, this report, as required by the Securities Act Number 46 of 2016 as amended, and as reported in the Chairperson’s section, gives an update on the Commission’s performance in 2022. While the Commission’s main mandate is to protect investors in the capital markets and ensure that capital markets are developed, this is only possible in an environment where the limited financial and other resources are efficiently and effectively utilised. To this end, the Commission presents below financial statements for the year ended 31st December 2021. This is in line with both the requirements of the Public Finance Management Act and the Securities Act as well as good corporate governance principles. It is a resolve by the Board to continue to demonstrate that the Commission’s financial resources are continually managed in a prudent and efficient manner and reported on to the relevant stakeholders. The Commission achieves its investor protection role by ensuring that the K75billion of savings (about 18% of GDP) by ensuring that the performance of the equity, corporate debt, and Collective Investment schemes (CIS) segments of the capital markets sector remained sound. These areas under the supervision of the Commission, are all important as they demonstrate the capital markets prowess of channelling of savings into various economic sectors in Zambia. We now report below the performance of these savings vehicles. Financial Performance of the Commission To safeguard the K75 billion in savings as explained above, the government continued to support the Commission in meeting operational budgets. The Commission also continued to support government efforts by generating income that supported the Commission’s budget implementation. The Commission’s mandate is however largely investor protection, but a good K72 million operating surplas (2021: 91 million 500% above target￾expense cover ratio K165 million + in reserves (2021: 93 million) 91% income internally generated

16 financial base and performance are enablers of indicators are mainly on account of the Commission needing to prudently apply the limited resources in meeting its mandated objectives. We report in other sections on some of the non-financial activities that the SEC is required to do as part of its mandate. In the period ended 31st December 2022, the Commission recorded an operating surplus of K 72,007,402 (2021 – K91,765,563) from a combined income of K 108,718,0538 (2021-K11130,318) against total operating costs of K 36,710,651 (2021 K26,364,815). The Commission during the year met all its obligations on time by utilizing the available cashflows. The surplus in the year is mainly attributed to the bond trade commissions and the GRZ Grants, which was fully funded. Reserves The Commission’s accumulated fund (reserves) position at 31st December 2022 stood at K 165,765,738 compared to K 93,758,3336 recorded at 31st December 2021. This increase, as explained above, was due to the trade commission received from both the sell and buy side of the trade from the market the diagram below shows that since 2017, the Commission had been managing to contain costs and thus improve on its reserve position but due to subdued market activities from 2019, the Commission’s reserve position declined as depicted below. However, the position has since changed post 2020 where there has been an upward trend. Income Earned During the year ended 31st December 2022, the Commission internally generated 91% of its income while GRZ grant support accounted for9%. This is on the backdrop of subdued market activities as explained above Commission Expenses The Commission being in the services sector, human capital is its main asset. Therefore, the Commission’s major expense continues to be employee costs, a significant and key component of our regulatory activities and therefore the key cost driver. On a comparative basis, for the period to 31st December 2022, the Commission’s total staff costs were 61% (2021 – 67%) of its total expenditure. Being a service-oriented organization that also champions investor awareness and -50000000 0 50000000 100000000 150000000 200000000 2017 2018 2019 2020 2021 2022 Movement in reserves

17 investor protection, labor, awareness, and governance costs continues to be the Commission’s major cost elements. The Commission also strives to uphold good corporate governance by ensuring that the SEC has a well-functioning Board supported by effective Board committees. In order to assist the Board, make informed licensing, authorization, and registration decisions among others, the Board, as provided for in the Securities Act, has constituted a number of committees of the Board, which have a good representation of various required professions. Capital Expenditure The Commission’s capital expenditure was as follows during the period under review was as follows: Type 2022 ZMW 2021 ZMW Computer hardware 990,433 260,401 Office equipment 835,168 101,652 Office furniture 301,341 7,1179 Motor vehicles - - Land and Buildings 1,065,665 1,065,665 Total 3,192,607 1,434,896 Staff Complement and staff matters During the review period, the Commission’s staff complement remained was at 31 compared to an approved structure of 44. This staff head count is the highest in the Commission’s history but is still below the minimum required to effectively run with the Commission’s legal mandate of protecting investors in the capital markets. The full list of employees during the period under review is provided in Appendix I while the approved structure is highlighted below:

18 SEC ORGANIZATIONAL STRUCTURE Board Committees Risk &Audit Committee • Compensation Fund Committee • Licensing Committee • Market Transactions Committee • Staff & Remuneration Committee • Risk &Audit Committee SEC Board Chief Executive Officer Director￾Mkt Supervision & Devpt Director￾Finance & Administration Director-Enforcement & Legal Services / Commission Secretary Manager￾Law Reform & Enfor Manager￾Financial Inclusion Manager￾Market Devpt Mkt Supervision (Markets) Manager￾Mkt Supervision (CISs) Manager￾Investigations & Enforcement Manager￾Mtk Transactions Manager￾Admin Internal Auditor Exec. Assistant Surveillance Officer Licensing Officers (*2) Financial Analyst Econ. Research Officer Mkt Research & Product Devpt. Officer Investor Educ. Officer HR Officer Record Mgt Officer Resource Centre Officer Personal Assistant IT Officer Secretary Secretary Office Assistant Manager￾Finance Secretary S1 S3 S2 S4 S4 S5 S6 S9 S8 S7 Investigation Officers (*2) Accounts Officers (*2) Legal Officers (*2) Inspectors (*4) Drivers (*3) SEC GRADE

Training and Workshops The Commission continues to prioritise staff training and capacity building as a deliberate policy to ensure staff are aware of the developments in this ever-changing capital markets environment. The following table indicates the staff members that attended online and with one exception, a physical course: Course Location Dates Attended by ZICA-IPSAS Training Livingstone 29th March 2022 to 1 st April 2022 Mateyo Lungu FIC/Milken Institute USA 14 August 2021 to 30 April 2022 Gertrude Buyungwe ZAPF-Chartered Risk analyst training Lusaka 15th August 2022 to 19th August 2022 Leah Simasiku ZCPIT -Investment Advisors and Stockbroker Course Online 22nd August 2022 to 23rd September 2022 Kalima K Chaleka, Martin B. Phiri and Pitney Chipenga IOSCO-PIFS Harvard Certificate Program USA 12th September 2022 to 16th September 2022 Leah Simasiku Check Point Certified Security Administrator R81.10 South Africa 19th September 2022 to 21st September 2022 Sydney Katumba Cambridge Suptech Lab Innovation Leadership Programme - Cohort #1 Online 17th October – 16th December 2022 Mutumboi Mundia, Nonde Sichilima, Sydney Katumba, Bruce Mulenga, Mubanga Kondolo, Dubholukulu Mulondiwa, Kalonga Sakala, Leah Simasiku, Gertrude Buyungwe, Mateyo Lungu ZCPIT - Investment Adviser and Stockbrokers Course Online 21st November 2022 to 17th December 2022 Harrington Akushanga Multi-national and Regional Conferences and Summits Attended by Commission Staff Since COVID-19 did not spread as widely as it did in the prior year, most institutions resumed their regular operations, including organizing physical trainings. The commission was therefore able to send members of staff for training physically. Phillip K. Chitalu CHIEF EXECUTIVE OFFICER

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21 Corporate Governance Governance in General The importance of governance in the twenty-first century cannot be overemphasised. With entities requiring to be accountable to their appointing authorities, it is critical that it has an independent board to make decisions and ensure that the entity is properly managed and controlled. The Commission and Corporate Governance The Commission has entrenched governance in all its processes with the support of an enabling legal and regulatory framework. Thus, corporate governance is a key tool that ensures that the Commission is properly managed and controlled. To start with, the Board comprises independent persons nominated by respective institutions and appointed by the Minister. The Board is therefore not under the direction and control of the Minister. In addition, section 8 of the Securities Act highlights the distinct roles of each governance structure so that the management function and Board oversight are not confused. The Act thus highlights the roles and functions of the Board as well as the power to delegate its functions to the Chief Executive Officer or a Committee of the Board. The exercise of these functions not only ensures the attainment of the three key objectives of securities regulation being investor protection, ensuring markets are fair, efficient and transparent as well as the reduction of system risk but they also ensure that the governance principles of transparency, responsibility, accountability and fairness are complied with. The role of IOSCO in Governance The Commission is a member of the International Organisation for Securities Commissions (IOSCO), a standard setting body for securities regulators worldwide. IOSCO has prescribed objectives and standards, as international best practice, that also include governance considerations in securities regulation, which the Commission has adopted. In addition, the Commission has a Board Charter that prescribes the conduct and operations of the Board and its Members, individually and severally. The Charter guides Members on declarations of interest, gift acceptance restrictions as well as the prohibition of trading on non￾public, price-sensitive information. The Commission also enforces a Code of Conduct to the Commission staff which prescribes the conduct and behaviour of staff on governance issues, especially regarding conflict of interest. The Code of Conduct requires staff to declare interest in matters in which staff could have personal interest. It is also a requirement that staff declare gifts received from any person or entity, whether regulated by the Commission or not, among

22 other things. In order to ensure that the Commission is kept abreast with international corporate governance trends, the Commission requires all senior management staff to be members of the Institute of Directors of Zambia. Board Composition Appointment Section 8(2) and (3) of the Securities Act prescribes the Commission Board’s composition to be eight (08) Members. The Act requires the Commission’s Chief Executive Officer to be an ex￾officio Member of the Board and also empowers the Minister responsible for finance to appoint the other seven Members as non-executive Board Members from a nomination made by each of the following institutions: a) Bank of Zambia; b) Law Association of Zambia; c) Zambia Institute of Chartered Accountants; d) Zambia Chamber of Commerce and Industry; e) Ministry responsible for finance; f) Ministry responsible for justice; g) Pensions and Insurance Authority; and h) the Commission’s Chief Executive Officer as ex-officio Member. Gender mainstreaming and election of Chair and Vice-Chair of the Board In addition, section 8(5) of the Act requires the Minister to ensure that at least fifty percent of each gender is nominated and appointed to the Commission Board, unless it is not practicable to do so. The Minister does not appoint any of the Members to be the Board Chairperson or Board Vice-Chairperson. Instead, the Act empowers the Members to elect, from amongst their number, a Chairperson and Vice-Chairperson of the Board. On 17th March 2022, the Board elected Mrs. Ruth S. Mugala as the Chairperson and Mr. Paul Nkhoma as the Vice-Chairperson. Mrs. Mugala’s election was, before her election to the office of Chairperson, the Board’s Vice-Chairperson. She is the first ever female Chairperson of the Commission Board. Changes to Board Composition There were three changes to the composition of the Board in 2022 as follows: Name of Board Member Institution Represented Date of change Reason for change Ms. Natasha N. Kalimukwa Ministry of Justice March 2022 Removal from office as did not represent Ministry of Justice Ms. Brenda Mwanza Bank of Zambia 16th December 2021* New appointment to replace Dr. Jonathan Chipili Dr. Leonard N. Kalinde Law Association of Zambia 9 th February 2022 New appointment to replace Mr. Amos Siwila *officially joined in January 2022

23 2022 Board Composition During the period under review, the Commission Board consisted of the following Members: Name of Board Member Institution Represented Position Appointment date Mrs. Ruth S. Mugala Zambia Institute of Chartered Accountants Chairperson 02.10.2018 Mr. Paul Nkhoma Zambia Chamber of Commerce and Industry Vice￾Chairperson 10.03.2021 Mr. Mulele M. Mulele Ministry responsible for finance Member 29.05.2020 Ms. Mainza Masole Pensions and Insurance Authority Member 12.06.2020 Mrs. Natasha N. Kalimukwa* Ministry responsible for justice Member 13.03.2018 Dr. Leonard N. Kalinde** Law Association of Zambia Member 09.02.2022 Ms. Brenda Mwanza*** Bank of Zambia Member 16.12.2021 Phillip K. Chitalu SEC Chief Executive Officer ex-officio Member

• Mrs. Natasha Kalimukwa ceased to be the Administrator General and Official Receiver of the Republic of Zambia in March 2022 and thus she ceased to represent the Ministry of Justice and was no longer attending meetings as a Commissioner on the Board from March 2022 ** Dr. Leonard N. Kalinde was appointed on 09th February 2022 as the new representative for the Law Association of Zambia. *** Ms.Brenda Mwanza was appointed on 16th December 2021 as the new representative for the Bank of Zambia. Board Meetings The Board held four scheduled meetings in March, June, September and December 2022. In addition, the Board held five Special Meetings in January, March, May, August and December, respectively, in order to deal with urgent regulatory matters. The following table highlights the Board attendance at the scheduled and special meetings: NAME 20.01.22 (Special Meeting) 17.03.22 (Scheduled Meeting) 29.03.22 (Special Meeting) 27.05.22 (Special Meeting) 30.06.22 (Scheduled Meeting) 16.08.22 (Special Meeting) 21.09.22 (Scheduled Meeting) 16.12.22 (Scheduled Meeting) 29.12.22 (Special Meeting) Mrs. Ruth S. Mugala ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Mr. Paul Nkhoma ✓ ✓ ✓  ✓ ✓ ✓ ✓  Dr. Leonard N. Kalinde ✓ ✓ ✓  ✓ ✓ ✓ ✓ ✓ Mr. Mulele M. Mulele ✓ ✓ ✓ ✓ ✓  ✓ ✓ ✓ Mrs. Natasha N. Kalimukwa ✓ ✓        Ms. Brenda Mwanza ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Ms. Mainza Masole ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Mr. Phillip K. Chitalu  ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Ms. Diana S. Sichone (Acting CEO) ✓ N/A ✓ Meeting attended  Meeting not attended and apology given N/A Only able to attend in an acting capacity when CEO is not available

24 Committees and Committee Membership The Commission Board has established Committees to assist the Board in performing some of the statutory functions conferred on the Board. The Commission has one ad hoc and five standing Board Committees namely – a) the Compensation Fund Committee; b) the Licensing Committee; c) the Market Transactions Committee; d) the Risk and Audit Committee; e) the Staff and Remuneration Committee; and f) the Property Acquisition and Development Committee (ad hoc). Compensation Fund Committee The Compensation Fund Committee is a Board Committee established pursuant to section 176 of the Securities Act. The Committee is responsible for overseeing matters relating to the Compensation Fund and reporting to the Board. In particular, the Committee administers the Fund and make determinations for the settlement of claims against the Fund as provided for under the Securities (Compensation Fund) Regulations. Licensing Committee The Licensing Committee is a Board Committee established pursuant to section 13 of the Securities Act and is responsible for licensing market players and overseeing and reporting on the existing and new policies as stipulated in the Act and the Rules made pursuant to the Act as well as enforcement matters. Market Transactions Committee The Market Transactions Committee is a Board Committee established pursuant to section 13 of the Securities Act and is responsible for overseeing, and reporting to the Board on approval of applications for registration of securities required to be registered under Part VIII of the Act as well as the quanta and efficacy of capital formation. Risk and Audit Committee The Risk and Audit Committee is a Board Committee of the Board constituted under section 13 of the Securities Act. In addition, it is a statutory requirement under the Public Finance Management Act, No. 1 of 2018, for this Committee to be established. The Committee is responsible for overseeing financial management, reviewing internal controls, checks and balances and risk management. Staff and Remuneration Committee The Staff and Remuneration Committee is a Board Committee established pursuant to section 13 of the Securities Act and is responsible for overseeing, and reporting to the Board on recruitment, skills training, capacity building and retention of staff. Property Acquisition and Development Committee

25 The Property Acquisition and Development Committee has been established as an ad hoc Committee to guide Management in the Commission’s property acquisition and development process. This Committee did not hold any meetings in the period under review. Decision-making timeframes In order to enhance efficient decision-making, the Securities Act of 2016 has introduced timeframes within which particular decisions, such as the grant of a license, should be made. The Board has therefore pursuant to section 14 of the Act delegated final decision-making powers with respect to time-sensitive matters such as those relating to the grant of different categories of licences to the Licensing Committee and final decisions on market transactions including registration of securities for capital raising and other authorisations to the Market Transaction Committee. The delegated function ensures that decisions are expeditiously made without having to wait for the Board to approve the decisions at its next scheduled quarterly Board meeting. Other Statutory Committees Although the Procurement Committee is not a Board Committee as per the Public Procurement Act, No. 12 of 2008 which places the procurement function on a procurement unit that is headed by the Chief Executive of an institution, this Committee is important to highlight as it is procedurally operated in compliance with the governance principles of transparency, responsibility, accountability and fairness. The Committee composition in 2022 was as follows: COMMITTEE MEMBERSHIP REPRESENTATION MEMBER LICENSING COMMITTEE Board Member representing LAZ and Committee Chairperson Dr. Leonard Kalinde MoJ Representative - BoZ Representative Mrs. Hellen L. Banda ERB Representative Mr. Fred Hang’andu PIA Representative Mrs. Namakau Mundia-Ntini and Mr. Chishiba Kabungo Ex-officio Board Member Mr. Phillip K. Chitalu MARKET TRANSACTIONS COMMITTEE Board Member representing MoF and Committee Chairperson Mr. Mulele M. Mulele Board Member representing ZACCI Mr. Paul Nkhoma Board Member representing LAZ Dr. Leonard Kalinde CCPC Representative Mr. Brian Lingela PACRA Representative Mr. Wilson Banda ZDA Representative Mr. Albert Halwampa Ex-officio Board Member Mr. Phillip K. Chitalu STAFF AND REMUNERATION COMMITTEE Board Member representing ZACCI and Committee Chairperson Mr. Paul Nkhoma Board Member representing BoZ Ms. Brenda Mwanza

26 COMMITTEE MEMBERSHIP REPRESENTATION MEMBER MoJ Representative Mr. Joe Simachela ZIHRM Representative Mrs. Beatrice N. Mwila RISK AND AUDIT COMMITTEE Board Member representing BoZ and Committee Chairperson Ms. Brenda Mwanza Board Member representing PIA Ms. Mainza Masole ZICA Risk Expert Mr. Kapembwa Sindano MoF Representative Ms. Namaambo Kaliyangile LAZ Representative Ms. Matilda C. Kaoma COMPENSATION FUND COMMITTEE Board Member representing MOJ and Committee Chairperson

BAZ Representative and Committee Vice￾Chairperson Mr. Fanwell Phiri CMAZ Representative Mr. Nicholas Kabaso ZACCI Representative Mr. Phil Daka LAZ Representative Ms. Abigail Chimuka MoF Representative Mrs. Mwila K. Zulu PROCUREMENT COMMITTEE SEC CEO and Committee Chairperson Mr. Phillip Chitalu Procurement specialist Mrs. Mary Banda Procurement specialist Mr. Christopher S. Mwandu SEC Member Mrs. Diana Sichone SEC Member Ms. Mutumboi Mundia SEC Member Mr. Mateyo Lungu PROPERTY ACQUISITION AND DEVELOPMENT COMMITTEE Board Member representing PIA and Committee Chairperson Ms. Mainza Masole Board Member representing MoF Mr. Mulele M. Mulele MoJ Representative Mr. Joe Simachela Ministry of Works and Supply Representative Mr. Robin K. Musumba Zambia Institute of Architects representative Mr. Griven Sikalumbi Show Society of Zambia Representative Mr. Vasco Sikanyeu Audit Function Audit and corporate governance The audit function plays an integral role in the Commission’s corporate governance environment. Audit is therefore one of the controls that the Commission Board uses to ensure that the Commission is transparent, responsible, accountable and fair in all its dealings with all types of stakeholders. The Board has delegated, to the Risk and Audit Committee, its role of ensuring that the Commission has put in place sound financial management structures and processes, including financial, risk management and internal audit controls. The Commission, therefore, uses audit as one of the most important oversight tools of its corporate governance.

27 Internal Audit function The Commission has both an internal and external audit function. Due to the size of the Commission, the internal audit function is not performed by a member of staff engaged as an internal auditor but has been outsourced to an audit firm. From around 2018 when a substantial increase in audit fees was caused through the enactment of the Accountants (Client Fees) Regulations, Statutory Instrument No. 34 of 2018, the Commission resolved to suspend the engagement of the firm providing the internal audit function and consequently the Risk and Audit Committee of the Board took up an interim oversight internal audit role to enhance the Commission’s adherence to internal controls, procedures and processes. During the period under review, however, the Commission resolved to engage the audit firm to conduct internal the Commission’s internal audit function. In essence, the internal audit function is meant to ensure that internal controls are effectively functioning in managing risk in the Commission. The Commission’s Audit Committee achieves this by reviewing the control systems for the Commission and providing an independent assurance of risk management of the Commission to the Board. External Audit function Section 10 of the First Schedule to the Securities Act requires the Commission’s external auditors to be appointed by the Commission subject to approval by the Minister responsible for finance. The external auditors are required to perform an annual audit and present a report to the Board on the Commission’s financial statements as well as stating the level of compliance by the Commission to the law, regulations and policies. The financial statements are thereafter presented to the Minister of Finance as part of the Commission’s Annual Report. Commission Secretary Appointment of Commission Secretary The Commission’s Board Secretary is appointed pursuant to Section 17 of the Securities Act and is in charge of the corporate secretarial affairs of the Commission, under the general supervision of the Chief Executive Officer. The law further allows the Secretary to perform other functions directed by the Board under the general supervision of the Chief Executive Officer. The Director – Enforcement and Legal Services is the Board-appointed Secretary to the Commission Board and performs the secretarial functions as required under section 17 of the Securities Act. The Commission Secretary and Corporate Governance The Commission Secretary, among other roles, is responsible for advising the Commission Board on good corporate governance practices as well as the Commission’s compliance with rules and regulations that affect it. Additionally, the Commission Secretary assists the Board and its Committees to function effectively in line with the Securities Act and the Board Charter that outlines Terms of Reference for the Board and each Committee. The Commission Secretary is therefore an important link between the oversight functionality of the Board of Directors and the operational aspects of the Commission through the Management and staff.

28 Board Performance Self-Evaluation Mandate for performance self-evaluation Section 11 of the Commission’s Board Charter mandates the Board and its Committees to undertake a performance self-evaluation in order to assess the effectiveness of the Board, its Committees, and its individual Board Members. The Board has over the last six years been undertaking an annual performance self-evaluation, in the last quarter of the financial cycle, as a corporate governance performance monitoring tool. The performance self-evaluation is a collective, introspective, and comprehensive reflection by the Board to assess how the Board can be made more effective. The evaluation process is meant to identify strengths and weaknesses, to flag areas for improvement, and to plan for further action as appropriate. For the process to be effective, Board members are required to be open and submit positive ideas and opinions. The Board has developed an appropriate methodology to conduct the Performance Evaluations through a questionnaire that has been developed and which is required to be filled in by each Board Member. The responses are then collated and the results of the evaluation presented to the Board for further consideration. During the period under review, the self-evaluation exercise was based on the submissions and views of seven out of eightrespondents because one Board Member was no longer on the Board as they no longer represented the relevant nominating institution at the time of the assessment. The Board performance self-evaluation was done for the following eight major areas: Board Activity; Mission and Purpose; Governance/Partnership Alignment; Board Organisation; Administration and Staff Support; Time and Location of Meetings; Recording/Minute Taking; and Membership. The analysis of each of these areas was done and the results for each area assessed. Results of the self-evaluation The self-evaluation revealed an overall Board’s performance for 2022 of 91.12%, which was a 2.91% increase from the 88.21% recorded in 2021. Comparatively, the Board’s overall assessment rates for 2020, 2019, 2018, 2017 and 2016 were 87.34%, 88.55%, 86.32% and 82.75% respectively. Time and Location of Meetings remained the lowest rated area at 83.57% whilst the highest rated area was the assessment of Recording/Minute Taking at 97.14%. The table below illustrates the overall Board performance:

29 Comparative review of Board performance over a 7-year period In the next two Tables, a comparative analysis of the Board’s performance over the last seven years for which the Board Performance Self-Evaluation has been conducted is made: 90.67 92.14 89.29 92.14 94.29 83.57 97.14 89.71 91.12 70 75 80 85 90 95 100 Board Activity - 90.67% Mission and Purpose - 92.14% Governance/Partnership Alignment - 89.29% Board Organisation - 92.14% Administration and Staff Support - 94.29% Time and Location of Meetings - 83.57% Recording/Minute Taking - 97.14% Board Membership - 89.71% Overall Board Performance for 2022 - 91.12% 2022 Overall Board Performance 80 85 90 95 100 2016 2017 2018 2019 2020 2021 2022 Comparative of Board Overall Performance for 2016 to 2022 Rate

30 Seven of the eight areas assessed indicated a marked increase in performance rates on a comparative basis with the assessment done for 2021 with the overall Board performance recording an increase in performance of 2.91% from 88.21%% in 2021 to 91.12% in 2022. INDIVIDUAL BOARD COMMITTEE PERFORMANCE FOR 2017 TO 2021 PERIOD The Commission Board has five standing and one ad hoc Committee. The five standing Committees’ performance was assessed using the same methodology adopted for the Board and which was aimed at identifying strengths and weaknesses, flagging areas for improvement and planning for further action as appropriate. The self-evaluation was conducted for the following seven major areas: Purpose of the Committee; Support for the Committee; Administration and Staff Support; Time and Location of Meetings; Attendance; Recording/Minute Taking; and Membership. 40.00 50.00 60.00 70.00 80.00 90.00 100.00 Overall Board Performance Board Membership Recording/Minute Taking Time and Location of Meetings Administration and Staff Support Board Organisation Governmance/Partnership Alignment Mission and Purpose Board Activity Sectoral Comparative of Board Overall Performance for 2016 to 2022 2016 2017 2018 2019 2020 2021 2022

31 Compensation Fund Committee Self-assessment The self-assessment of the Compensation Fund Committee revealed the following results: From the assessment, the Compensation Fund Committee’s overall performance for 2022 was assessed to be 90.71%, a 1.84% increase from the 88.87% assessed in 2021. Comparatively, the assessment rates for 2020, 2019, 2018 and 2017 were 87.67%,84.18%, 77.44% and 85.36%, respectively. In this assessment, the highest rated area is Committee Membership at 98.75% while the lowest rated area is Attendance at 75%. 60.00 65.00 70.00 75.00 80.00 85.00 90.00 95.00 100.00 Overall Committee performance - 90.71% Committee Membership - 98.75% Recording/Minute Taking - 92.5% Attendance - 75% Time and Location of Meetings - 91.25% Administration and Staff Support - 90% Support for the Committee - 92.5% Purpose of Committee - 95% Overall Committee performance - 90.71% Committee Membership - 98.75% Recording/Mi nute Taking - 92.5% Attendance - 75% Time and Location of Meetings - 91.25% Administratio n and Staff Support - 90% Support for the Committee - 92.5% Purpose of Committee - 95% 2017 85.36 90 91.67 61.67 87.92 94.17 91.67 80.42 2018 77.44 85 83.33 70 78.75 70.83 77.5 76.67 2019 84.17857143 86.67 90 73.33 85 86.67 80 87.58 2020 87.67285714 95 86.67 78.33 89.17 90 83.33 91.21 2021 88.87428571 89.17 95 85 87.5 93.33 83.33 88.79 2022 90.71% 98.75% 92.50% 75.00% 91.25% 90.00% 92.50% 95.00% Compensation Fund Committee Overall Performance for 2017 to 2022 2017 2018 2019 2020 2021 2022

32 Licensing Committee Self-assessment The self-assessment of the Licensing Committee revealed the following results: From the assessment, the Licensing Committee’s overall performance for 2022 was assessed to be 89.59% which was an increase from the 2021 assessment rate which was at 86.28%. Comparatively, the overall Committee performance as assessed in 2020, 2019, 2018 and 2017 75 80 85 90 95 2017 2018 2019 2020 2021 2022 Compensation Fund Committee Overall Performance for 2017 to 2022 Rate 60.00 65.00 70.00 75.00 80.00 85.00 90.00 95.00 Overall Committee performance - 89.59% Committee Membership - 86.25% Recording/Minute Taking - 90% Attendance - 87.5% Time and Location of Meetings - 89.9% Administration and Staff Support - 95% Support for the Committee - 90% Purpose of Committee - 89.5% Overall Committee performance - 89.59% Committee Membership - 86.25% Recording/Mi nute Taking - 90% Attendance - 87.5% Time and Location of Meetings - 89.9% Administratio n and Staff Support - 95% Support for the Committee - 90% Purpose of Committee - 89.5% 2017 82.38285714 86.67 90 66.67 81.48 86.67 86.67 78.52 2018 86.16142857 88.33 93.33 80 82.59 90.67 80.83 87.38 2019 87.71142857 88.33 91.67 91.67 90.74 90.83 80 80.74 2020 81.91857143 86.67 91.67 70 80 87.5 78.33 79.26 2021 86.28285714 90.83 93.33 76.67 81.85 90 85 86.3 2022 89.59% 86.25% 90% 87.50% 88.90% 95% 90% 89.50% Licensing Committee Overall Performance for 2017 to 2022 2017 2018 2019 2020 2021 2022

33 was- 81.92%, 87.71%, 86.16% and 82.38%, respectively. From the above assessment, the highest rated area in 2022 was Administration and staff support of the Committee at 95% while the lowest rating was Committee membership at 86.25%. Market Transactions Committee Self-assessment The self-assessment of the Market Transactions Committee revealed the following results: 2017 2018 2019 2020 2021 2022 Rate 82.38 86.16 87.71 81.92 86.28 89.59 75 80 85 90 Overall Licensing Committee Performance Self-Evaluation for 2017 to 2022 Rate 60.00 65.00 70.00 75.00 80.00 85.00 90.00 95.00 100.00 Overall Committee performance - 86.67% Committee Membership - 89% Recording/Minute Taking - 94% Attendance - 73% Time and Location of Meetings - 89% Administration and Staff Support - 92% Support for the Committee - 81% Purpose of Committee - 85% Overall Committee performance - 86.67% Committee Membership - 89% Recording/Min ute Taking - 94% Attendance - 73% Time and Location of Meetings - 89% Administration and Staff Support - 92% Support for the Committee - 81% Purpose of Committee - 85% 2017 85.36 90 91.67 61.67 87.92 94.17 91.67 80.42 2018 90.46 93.57 92.86 78.57 94.64 95.71 90 87.86 2019 91.63 93.57 98.57 78.57 91.79 95.71 91.43 91.79 2020 82.96 85 90 70 86.43 86.43 80 82.86 2021 87.44 89.17 91.67 76.67 90.42 94.17 85 85 2022 86.14 89 94 73 89 92 81 85 Market Transactions Committee Self-Assessment for 2017 to 2022 2017 2018 2019 2020 2021 2022

34 From the assessment, the Market Transactions Committee’s overall performance for 2022 was found to be at 86.14% which represented a 3.03% reduction from the 89.17% that was recorded in 2021. Comparatively, the Committee’s overall performance for 2020, 2019, 2018 and 2017 were 82.96%, 91.63%, 90.46% and 85.36%, respectively. The area with the highest rating was for Record and Minute Taking at 94% while the lowest rated area remains Committee Member Attendance at 73%. Risk and Audit Committee Self-assessment The self-assessment of the Risk and Audit Committee revealed the following results: 2017 2018 2019 2020 2021 2022 Rate 85.36 90.46 91.63 82.96 87.44 86.14 80 85 90 95 100 Market Transactions Committee Self-Assessment for 2017 to 2022 Rate

35 From the assessment, the Risk and Audit Committee’s overall performance for 2022 was found to be at 94%, a marked increase from the 2021 assessment rate of 91.29%. The highest rating was made for Administration and staff Support for the Committee at 99.2% while the lowest rating was Purpose of Committee at 90%. The Table also indicates the comparative performance rates for the 2020, 2019, 2018 and 2017 periods at 78.90%, 84.58%, 87.65% and 87.88%, respectively. The next table highlights the Committee’s overall performance for the 2017 to 2022 review periods: Staff and Remuneration Committee Self-assessment 60 65 70 75 80 85 90 95 100 Overall Committee performance - 94% Committee membership- 95% Recording/Minute Taking - 92% Attendance - 92% Time and Location of Meetings - 95% Administration and Staff Support - 99.2% Support for the Committee - 94% Purpose of Committee - 90% Overall Committee performance - 94% Committee membership￾95% Recording/Min ute Taking - 92% Attendance - 92% Time and Location of Meetings - 95% Administration and Staff Support - 99.2% Support for the Committee - 94% Purpose of Committee - 90% 2017 87.88142857 87.5 95 65 96.67 96 100 75 2018 87.65142857 93 94 82 90.22 87.2 88 79.14 2019 84.58714286 89 90 82 87.11 84 84 76 2020 78.90142857 88 92 66 81.78 80 72 72.53 2021 91.29142857 78 100 86 93.78 94.4 100 86.86 2022 94 95 92 92 95 99 94 90 Risk and Audit Committee Self-Assessment for 2017 to 2022 2017 2018 2019 2020 2021 2022 2017 2018 2019 2020 2021 2022 Rate 87.88 87.65 84.59 78.9 91.29 94 75 80 85 90 95 Risk and Audit Committee Self-Assessment for 2017 to 2022 Rate

36 The self-assessment of the Staff and Remuneration Committee revealed the following results: From the assessment, the Staff and Remuneration Committee’s overall performance for 2022 was 90.46% representing a 5.76% drop from the 96.22% recorded in 2021. Comparatively, the Committee’s overall performance for 2020, 2019, 2018 and 2017 were 94.36%. 94.68%, 89.64% and 90.65%, respectively. The highest rated category remained the Recording or Minute Taking at 100% while the lowest rated category was Support for the Committee, which recorded a steep drop in rating to 82.5%. 90.65 92.5 92.5 90 93.33 92.5 90 83.75 75.00 80.00 85.00 90.00 95.00 100.00 Overall Committee performance - 90.46% Committee Membership - 93.75% Recording/Minute Taking - 100% Attendance - 87.5% Time and Location of Meetings - 89.44% Administration and Staff Support - 95% Support for the Committee - 82.5% Purpose of Committee - 85% Overall Committee performance - 90.46% Committee Membership - 93.75% Recording/Mi nute Taking - 100% Attendance - 87.5% Time and Location of Meetings - 89.44% Administratio n and Staff Support - 95% Support for the Committee - 82.5% Purpose of Committee - 85% 2017 90.65 92.5 92.5 90 93.33 92.5 90 83.75 2018 89.64 95 90 90 95 93.75 80 83.75 2019 94.68 98.75 97.5 90 96.11 95 92.5 92.92 2020 94.36 98.75 100 97.5 97.22 91.25 85 90.83 2021 96.22 98.33 100 96.67 98.52 98.33 93.33 88.33 2022 90.46 93.75 100 87.5 89.44 95 82.5 85 Staff and Remuneration Committee Self-Assessment from 2017 to 2022 2017 2018 2019 2020 2021 2022 2017 2018 2019 2020 2021 2022 Rate 90.65 89.64 84.68 94.36 96.22 90.46 80 85 90 95 100 Overall Staff and Remuneration Committee Performance Self-Assessment from 2017 to 2022 Rate

37 Property Acquisition and Development Committee Self-assessment The self-assessment of the Property Acquisition and Development Committee revealed the following results: From the assessment of the Members, the Property Acquisition and Development Committee’s overall performance was found to be at 89.28%, an impressive 21.96% increase from the 67.31%, that was assessed in 2018. The highest rating was for Committee Membership at 75% while the lowest rating was for Administration and Staff Support.at 74.67%. OVERALL BOARD COMMITTEE PERFORMANCE FOR 2017 TO 2022 PERIOD The following table shows the overall performance of each of the Committees in one table: 0 20 40 60 80 100 120 Overall Committee performance - 89.28% Committee Membership - 100% Recording/Minute Taking - 86.67% Attendance - 90% Time and Location of Meetings - 97.77% Administration and Staff Support - 74.67% Support for the Committee - 83.33% Purpose of Committee - 92.5% Property Acquisition and Developmnet Committee Self-Assessment - 2017- 2022 2017 2018 2022 2017 2018 2021 Rate 85.36 67.31 89.27714286 50 60 70 80 90 100 Overall Property Acquisition & Development Committee Performance Self￾Assessment from 2017 to 2022 Rate

38 NB: The Property Acquisition and Development Committee is an ad hoc Committee of the Board. It did not hold any meetings between 2019 and 2021 due to financial constraints. However, the Committee met more frequently in 2022 and has assessed its own performance in 2022 for the first time in three years. Conclusion The Board has found the conduct of the performance self-evaluation exercise to be a beneficial one and it has helped to streamline processes and made the Board more efficient in its conduct of business. Diana S. Sichone (Mrs.) COMMISSION SECRETARY Report on regulatory and operational efficiency Section 11(3) of the First Schedule to the Securities Act, No. 41 of 2016 requires the Commission to report on its regulatory and operational efficiency as part of the reporting requirements introduced by the Securities Act of 2016 and include this information in its Annual Report. Thus, the Commission is required to highlight the following: a) the extent to which the Commission has fully implemented its regulatory oversight functions as provided under the Securities Act and in its rules and the effectiveness of the operation of such regulatory oversight function; 75 80 85 90 95 100 Staff and Remuneration Committee - 90.46% Risk and Audit Committee - 94% Property Acquisition and Development Committee - 89.28% Market Transactions Committee - 86.14% Licensing Committee - 89.59% Compensation Fund Committee - 88.87% Board Committee Performance for 2017 to 2022 2017 2018 2019 2020 2021 2022

39 b) the actual and projected cost savings to the Government, if any, resulting from the operations of the Commission; c) the actual and projected costs which the Commission and the public would have incurred if the Commission had not undertaken regulatory responsibility for certain areas under the Commission’s jurisdiction; d) the nature of the working relationship between the securities exchanges, clearing and settlement facilities and the Commission; e) an assessment of the actual and projected efficiencies the Commission has achieved or expects to be achieved as a result of the continuing regulatory activities of the Commission; and f) the immediate and projected capabilities of the Commission. The Commission reports on each of the six areas as follows: Extent of implementation of the Commission’s oversight function and their effectiveness The Board’s oversight role is a governance obligation that has been outlined under Section 8 of the Securities Act. In this provision, the Board is empowered to oversee the administrative affairs of the Commission by putting in place effective, efficient and transparent systems of corporate governance and generally providing strategic direction to the Commission, among other responsibilities. This distinction is important as the decision-making function has been placed on the Board, which is comprised of Members representing different institutions. The Board is, therefore, mandated to implement the provisions of the Act while the Management and staff play a secretariat role. Section 13 also enables the constitution of Board Committees to which the Board delegates some of its decision-making functions and thus assist the Board in exercising its statutory functions. In order to guide Board Members in the conduct of Board business, the Commission has formulated and implemented a Board Charter that ensures that there is a right balance between the oversight role of the Board and the secretarial function of the Commission. Further, the Commission applies a Code of Conduct to the Commission staff which prescribes the conduct and behaviour of the staff especially with regard to conflict of interest issues. Both the Code of Ethics and the Board Charter have enshrined provisions and procedures on the declaration of interest and declaration of gifts from any person or entity, whether regulated by the Commission or not. Further, both documents specify the procedures to be taken whenever an employee or a Board Member would like to participate in the capital markets as a player, which guard against trading on non-public, price-sensitive information. The Commission reports that during the year under review, none of the Board members and staff were sanctioned with respect to this governance structure that is in place. In addition, the Commission has been able to implement its oversight functions by undertaking regulatory actions in response to infringements, by capital market operators, of the legal and regulatory framework. Some of these regulatory actions include the taking of supervisory

40 possessions and the imposition of administrative sanctions including fines, censures and recompense directives, among others. Cost Savings resulting from the Commission’s Operations One of the Commission’s functions highlighted under section 8(b) of the Securities Act include the approval of the Commission’s budget estimates to ensure sound financial management structures and processes, including financial, risk management and internal audit controls. The Commission prudently manages its resources to achieve its strategic objectives and therefore does not spend outside the approved budgets including in the review period. Cost to the Nation for not having the Commission In pursuance of its investor protection mandate, the Commission was protecting over ZMW75 billion worth of investments as at 31st December 2022. The investments were in products ranging from shares or stocks, corporate bonds as well as assets under management in collective investment schemes. These investments are made directly by not less than 300,000 investors and indirectly much more considering that the pension schemes and other institutional investors invest in the capital markets on behalf of the Zambian public. As the majority of the institutional investors are pension funds which invest employee contributions into several investment portfolios including the capital markets, the investments of these funds would be susceptible to fraud and other criminal activities without the Commission being present. Thus, in order to effectively undertake its investor protection mandate over the savings or investments earlier highlighted, the Commission requires issuers to make prompt and full disclosure of non-public price-sensitive information by a company’s directors to the general public which disclosures enable investors and the general public to make informed decisions. With the large pool of savings subject to which the Commission exercises its regulatory investor protection mandate, the Commission’s importance or relevance cannot be overemphasised as the savings could be lost, eroded or misapplied without the Commission’s oversight function. This would have an adverse impact on financial market confidence as well as the capacity of the capital markets to play the important function of savings mobilization. The Commission is there to ensure that it protects the interests of investors in the capital markets and in the process ensure maintenance of financial sector confidence which is key to resource mobilisation through bond issuances and other instruments. Actual and Projected efficiencies the Commission has achieved as a result of the continuing regulatory activities The Commission has enhanced enforcement activities which has resulted in an increase in compliance by capital market operators which has a corresponding increase in market confidence. This has translated into increased capital mobilisation especially in Collective Investment Schemes (CISs) and Corporate Bonds.

41 For the 2022 period, the Commission Board approved the following Key Performance Indicators (KPIs) to enable the Commission achieve its strategic objectives in an efficient and effective manner:

1. increase the capital market investor base to 140,000 from 123,326 by December 2022;
2. complete the issuance of ten Rules and Regulations by December 2022;
3. complete the Venture Capital (VC) and Exchange Traded Funds (ETFs) Guidelines by the end of June 2022;
4. address and resolve 70% of complaints received annually;
5. enhance revenue mobilisation by achieving targets set in the 2021 budget and spend up to K27 million; and
6. Engage the Management Services Division at Cabinet Office to start working on the 2022 to 2026 Commission’s strategic plan. The Commission was able to successfully implement some of these performance indicators with the exception of the laws that, although the Commission had finalised the drafting and consultative and stakeholder validation processes, required the Ministry of Justice to enact. The laws were submitted to the Ministry of Justice and were being reviewed post the reporting period. Additionally, the Venture Capital and Exchange Traded Funds Guidelines were also finalised in the reporting period and came into effect in 2022 enhancing the capital markets disclosure regime and thus promoting the Commission’s investor protection mandate. Nature of the working relations with Capital Market Operators The Commission has a very good working relationship with the capital market operators represented by the Capital Markets Association of Zambia (CMAZ) to which each capital market operator is, by law, required to be a member of. The Commission holds regular stakeholder meetings with the market as well as with the public at large through holding of monthly townhall meetings at which topical issues affecting capital markets are presented and discussed. These meetings have been highly interactive and facilitate the exchange of information from the Commission to the relevant stakeholders including the capital market operators. Immediate and Projected capabilities of the Commission The Commission has, as one of its strategic objectives, the enhancement of regulatory capacity for the Commission staff. In 2022, the Commission continued to leverage on partnerships with cooperating partners such as Toronto Centre, CISI and IOSCO to undertake training of Commission staff in topical areas including risk-based supervision. The Commission also took advantage of electronic platforms to enhance the regulatory capacity of Commission staff with

42 the majority of the staff being trained in fintech and regulatory innovation that was run by the University of Cambridge Judge Business School. The trainings and capacity building that Commission staff underwent in 2021 have ensured that the Commission is always in tune with current developments in the capital markets space. For instance, the full roll out of the RBS framework that was in its final year of implementation would ensure that the Commission uses the limited resources it has to address the riskiest areas of the market. Phillip K. Chitalu CHIEF EXECUTIVE OFFICER

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44 Operational Activities 2022 was an exciting year for the Commission as it was able to execute its dual mandate of market supervision and market development and put in place enabling regulatory frameworks to facilitate the implement most of most innovative products and services being offered in the Zambian capital markets. In addition, the year saw the finalisation of the Capital Markets Master Plan that was officially launched in the post reporting period. This part of the report highlights the main operational activities undertaken at the Commission in furtherance of the Commission’s investor protection and market development mandate ranging from the registration of securities, the licensing and authorisation of capital market operators and the supervision of capital market operators to ensure that they are in compliance with the requirements of the law. Thus, through the various highlighted functions and activities, the different directorates were able to collectively contribute towards the achievement of free, fair and transparent markets. DIRECTORATE OF MARKET SUPERVISION AND DEVELOPMENT For the Directorate of Market Supervision and Development (DMSD), 2022 commenced on a busy note with key projects having progressed to implementation stage. These include the following: • Risk-Based Supervision (“RBS”): Effective 5 th April 2022, the Commission migrated capital markets to RBS; • Regulatory Sandbox Project, launched on 17th March 2021 and subsequently launched the testing phase on 19th November 2021; and • Green Bonds Project, premised on the 2019 Green Bonds Guidelines. • Capital Markets Master Plan (“CMMP”), preparatory works towards the launch and implementation of the Capital Markets Master Plan (“CMMP”), originally scheduled for launch in December 2022. In addition, the directorate continued with its supervisory and market development functions of licensing, surveillance, complaints handling, financial inclusion and market awareness. The following successes were registered during the year:  Launched the RBS framework in April 2022 and continue to progress the transition focussing on capacity building for market players;  Secured Cabinet’s approval in September 2022 for the adoption and implementation of Zambia’s inaugural CMMP (launched post year end on 23rd February, 2023);  Awarded First Prize and Third Prize at the 2021 Lusaka Agricultural Commercial Show under the categories Best Climate Action Enterprise Exhibit and Best Regulatory Authority Exhibit respectively;  Secured financial and technical support from the United Nations Development Programme/Biodiversity Finance Initiative for three teams of consultants to provide

45 assistance in various initiatives (including the green bonds project) under the Mainstreaming Green Finance Working Group;  Secured sponsorship from Cambridge University for four (4) members of staff to pursue the Cambridge Suptech Lab – Innovation Leadership Programme which commenced in October 2022. The programme has proven to be timely in view of the Commission’s plans to enhance its supervisory technology;  Successfully completed a Proof of Concept for a Supervisory Technology and Regulatory Technology Reporting Tool developed by a Kenyan based systems developer, Innova Limited.  Launched the 2nd cohort of the Regulatory Sandbox in November 2022;  Launched the Regulatory Assessment Module in September 2022 under the Commission’s partnership with the Chartered Institute for Securities and Investment; and  Attended the United Nations Framework Convention for Climate Change (“UNFCCC”) Conference of Parties 27th Meeting (COP 27) in November 2022 and established contact with potential cooperating partners, most of whom have indicated willingness to support Zambia’s long-term strategy for the development of capital markets. The above notwithstanding, the ongoing organisational re-structuring and brainstorming around the right-sizing of the Commission aimed at ensuring adequate capacity in future, is a matter of priority for both Management and the Board of Commissioners. With the CMMP being launched post year end in February 2023 and also given the need to actualise the establishment of a specialized units across the Commission such as the CMMP Unit, the green/sustainability coordinating unit, the Innovation and Sandbox Units, the Commission must not relent in making every effort to resolve the human resources challenge. MARKET DEVELOPMENT CAPITAL MARKETS MASTER PLAN (CMMP) Further to the Ministerial approval of the draft Capital Markets Master Plan (CMMP) document in 2021, the Commission continued to pursue Cabinet approval of the draft CMMP document which was tabled and approved by Cabinet in September 2022. Below were some of the key activities undertaken by the Commission in readiness for the CMMP launch and implementation;

1. Review and update of the Cabinet approved CMMP document – A committee was created to review and update the approved draft CMMP as follows: • Align the CMMP document with the Eight National Development Plan (8NDP); and • Update CMMP timelines, targets, and respective baselines.
2. Preliminary steps to implement the CMMP –The Commission alongside the Ministry of Finance and National Planning (“MoFNP”) continued to undertake preliminary steps towards implementing the 10-year long term strategy for capital markets development. The steps mainly focused on the following:

46 • Financial resources: A budget proposal to implement the CMMP was submitted to the Ministry. • Governance and implementation structure: A proposal for the composition of the CMMP Governance and implementation structure was submitted to the Ministry. The proposed structure is illustrated in the following table: Proposed CMMP Governance and Implementation Structure • CMMP building blocks: The Commission with the support of strategic partners continued to implement projects that aligned with both the national development goals as well as the CMMP aspirations and as such, form foundational building blocks (in-part) for the identified CMMP development areas. These projects include the Risk￾Based Supervision Project, the Green Bonds Project, and the Regulatory Sandbox Project. • Action Plan: Building on the initial CMMP Action plan developed by Bourse Consult and Genesis Analytics (the consultants engaged to develop the CMMP), the joint CMMP Secretariat (SEC and MoFNP) held a two-day stakeholder’s workshop to review and solicit a collective consensus on the revised Action Plan. 3. CMMP Launch – The Commission in collaboration with the MoFNP commenced plans to undertake the official CMMP launch event, which would be Graced by the President of the Republic of Zambia, Mr. Hakainde Hichilema on 23rd February 2023. In the same vein, the Commission continued to engage with potential partners such as the Financial Sector Deepening Africa who re-affirmed their commitment to support the CMMP implementation post the launch. DIGITALISATION, INNOVATION AND REGULATORY SANDBOX FRAMEWORK FOR CAPITAL MARKETS

47 In 2022, the Commission continued to implement the Regulatory Sandbox Framework for Capital Markets (“Sandbox”) mainly by monitoring and supervising the live Testing phase (launched in 2021) for all four Sandbox participants namely, Kukula Capital (“Kukula”), Lupiya Circle Ltd (“Lupiya”), Lusaka Securities Exchange Plc (LuSE), Premier Credit Zambia Ltd (“Premier”). In the same vein, the Commission initiated reviews for Exit requests for Lupiya and Premier. The outcomes of the reviews will determine whether the two Sandbox participants shall be granted approval to exit the Sandbox and commercially deploy their Innovations. Related to the above, the Commission undertook other activities, as follows: i. Stock take and knowledge exchange engagement– The Commission held a three-day virtual Stocktake and knowledge Exchange Engagement. The objective of the engagement was to spur discourse around the Sandbox participants’ experience and general enquiries that potential or existing investors may have around access, customer experience, consumer protection (among others). A key recommendation that emanated from the sessions was the need to consider harmonising supervisory frameworks. This arose from an identified challenge of uncertainty concerning the regulatory purview under which innovations were well suited. ii. Harmonisation and a Collaborative Supervision Model for Fintechs– Based on the outcomes of the Stocktake and knowledge exchange engagement above, the three financial sector regulators namely; SEC, Bank of Zambia and Pensions and Insurance Authority formed a working group to research into the various mechanisms for harmonising Sandboxes and options for collaborative approaches for the supervision of Fintechs. iii. Sandbox retreat– The Commission undertook a full day Sandbox retreat to review the implementation of the Sandbox live Testing phase. The review focused primarily on the agreed upon Test plan frameworks between the Commission and the Innovators. iv. Sandbox Innovators Show Day –In readiness for the 2nd Sandbox cohort launch, the Commission held a virtual Sandbox Innovators Show Day. The objective of the Show Day was to give an opportunity to potential Sandbox participants to showcase their proposed innovations, which included the following: • Blockchain technologies; • Robo advisory platforms; • Investment platforms e.g., bonds / share purchase platforms; and • Crowdfunding platforms for asset tokenization. v. Launch of Second (2nd) Sandbox Cohort– Further to the Sandbox Innovators Show Day, the Commission undertook a virtual launch of the 2 nd Sandbox Cohort. During the launch, participants were made to better understand the Sandbox objectives, experiences of the existing Sandbox participants as well as spur interest to participate. The Commission shall continue to promote innovation in the capital markets by leveraging the Sandbox, strategic partnerships as well as strengthening capacity for Commission staff.

48 CAPACITY BUILDING: PARTNERSHIP WITH THE CHARTERED INSTITUTE FOR SECURITIES AND INVESTMENTS (CISI) – ZAMBIA REGULATORY ASSESSMENT MODULE Under the collaboration of the CISI and the SEC, progress was made to proceed to the launch the CISI Regulatory Assessment Module (RAM) for Zambia. The SEC has partnered with the CISI to provide an effective framework for collaboration to develop a formal certification programme for capacity building of the financial services sector practitioners to raise professional standards. The RAM Module is the Phase 2 of the 3-tier structure programme agreed upon under the partnership. Having already launched Phase 1 (the Introduction to Securities and Investments (Africa), the RAM is a buildup on the agreed collaboration. The Launch of the RAM was undertaken in September 2022 by the Permanent Secretary of the Ministry of Finance and National Planning – Economic Management and Finance, Mr. Danies K. Chisenda hosted by the Chairperson of the SEC Board Mrs. Ruth Mugala. NATIONAL FINANCIAL INCLUSION STRATEGY (NFIS) The Commission continued to co-implement the National Financial Inclusion Strategy (NFIS) and to promote financial inclusion in the capital markets. In view of the end term of the Strategy in December 2022, the Commission supported the MoFNP, United Nations Capital Development Fund and the World Bank in undertaking the NFIS review (initiated in December 2021). The highlights are as follows: i. Preliminary input NFIS review– The Commission provided preliminary input into the broad thematic areas for the NFIS review. ii. NFIS World Bank (WB) Mission– The Commission hosted the World Bank (WB) during an in-country mission whose objective was to engage with Financial Sector Regulators and other stakeholders concerning the implementation of the NFIS, and whose feedback would feed into the production of the NFIS review Completion report as well as the development of the NFIS II. iii. Preliminary mapping for NFIS II support areas: Further to the above, the Commission undertook a mapping exercise to identify potential areas of WB support for the NFIS II as follows: • Development of Fintech laws and regulations and tools to supervise Fintechs; • Development of Social and Transition Bonds and Green Fund targeting SME Financing options; • Business support interventions (hand holding); • Review of the Tribunal operationalisation and Rules; • Automation of supervisory processes; and • Support towards implementation of the CMMP e.g. development of new and innovative Products / Markets such as Securitisation and Mortgage refinancing; and enhancement of capacity across the capital markets.

49 iv. NFIS Completion Report workshop: The Commission participated in a half day workshop hosted by the MoFNP and the WB whose objective was to present the findings of the draft NFIS completion report to NFIS stakeholders. NATIONAL STRATEGY FOR FINANCIAL EDUCATION FOR ZAMBIA (NSFE) The Commission continued to co-implement the National Strategy on Financial Education for Zambia. Below are key highlights of activities undertaken in 2022. 2022 Financial Literacy Week– The Commission alongside the Ministry of Finance and National Planning, the Bank of Zambia and the Pensions and Insurance Authority (PIA) commemorated the 2022 Financial Literacy Week (“FLW”) which run from 21st – 27th March 2022 under the theme ‘Build your future, be money smart’. As a co-spearheading implementor of the FLW, the Commission assumed the responsibility to lead the coordination of activities for Copperbelt Province. In this regard, the Commission partnered with the Copperbelt University through the Copperbelt University Economics Association to undertake a flagship event in the form of a youth engagement. Cha-Ching financial education programme – The Commission in collaboration with Junior Achievement Zambia, Prudence Foundation and with the support of the Ministry of Education launched the Pilot rollout of Cha-Ching, a child oriented financial education programme for primary school children, in 80 selected schools in three Provinces namely; Central, Luapula and Lusaka Provinces. Smart Dream Foundation’s Junior CEO ‘BE THE BOSS’ Programme – The Commission participated in a program primarily targeted at learners known as Junior CEO ‘BE THE BOSS’ which promotes innovative education and that infuses innovation and entrepreneurship into the community, primary and secondary education. Therefore, we facilitated virtual presentations on financial planning with a key focus on saving and investing. AWARENESS AND INVESTOR EDUCATION – TOWN HALL MEETINGS In efforts aimed at improving the investor base and investor education levels, the Commission undertook Town Hall Meetings (THMs) targeting both existing and potential investors. The Town hall meeting were undertaken monthly throughout the year under the following topics: ❖ January 2022: Protecting your Finances – How to identify and investment scam / fraud. ❖ February 2022: Crypto currencies and Forex Trading – what they are, differences and similarities. ❖ March 2022: Regulatory Breaches and enforcement Actions ❖ May 2022: Beware of unregulated financial product offerings Logo for the 2022 Financial Literacy Week

50 ❖ June 2022: SEC Regulatory Sandbox – Meet the first cohort participants ❖ July 2022: What is Regulation? What does it mean for an Investor in Capital Markets ❖ August 2022: Investing in Capital Markets: The ABC to investing ❖ September 2022: Collective Investment Schemes ❖ October 2022: New Products Guidelines in Capital Markets - ETFs, REITS, PE & VC Funds - What does this mean ❖ November 2022: Saving and Investment Schemes - Beware of scammers - Festive Season ❖ December 2022: Complaints, Tip Offs and tracking shares ❖ The Town halls are an initiative to provide a platform where the public can learn and interact freely with the Commission.

Some E-flyers used to promote the Townhalls via online / digital channels 94TH AGRICULTURAL AND COMMERCIAL SHOW The Commission participated in the 94th Agricultural and Commercial Show (“Show”) which took place from 27th July 2022 1st August 2022 under the theme ‘Innovation through Technology – Technology transforms business’. The SEC had an opportunity to exhibit its Regulatory mandate, key projects namely; the Greenbonds project, Regulatory Sandbox and Capital Markets Master Plan in line with the Show theme. A major highlight was sharing our Vision of positioning Zambia as a Global Green Investment Hub through showcasing of the ‘’Green room’’ and pitching to the Judges, how capital markets instruments like green bonds can be leveraged to attract capital into Zambia, which we were positioning generally as a preferred destination for investments. The SEC’s efforts were recognized as exceptional and thus honoured with the Awards of 1 st Prize in Best Climate Action Enterprise Exhibit and 2 nd Prize in Best Regulatory Authority Exhibit. This was a memorable moment in the Commission’s history as it was the first time of receiving a first prize award.

51 SEC staff receiving Awards on behalf of the Commission COMMEMORATION OF THE WORLD INVESTOR WEEK 2022 The Securities and Exchange Commission (SEC) joined the International Organization of Securities Commissions (IOSCO) to commemorate the sixth World Investor Week (WIW) and to coordinate WIW activities for Zambia. The WIW 2022 was undertaken under the theme ‘Learn more about Investor resilience and Sustainable Finance’ from 3rd October 2021 – 9 th October 2022. The activities were led by the SEC in collaboration with the Capital Markets Association of Zambia (CMAZ) and other Capital Markets stakeholders (listed above). FIG 8: WORLD INVESTOR WEEK FLIERS

Like in many jurisdictions, Zambia is part of a global agenda that seeks to enhance the financial education and financial inclusion levels of its Citizens. Therefore, the WIW is an important activity

52 in our capital markets as it contributes towards achieving this objective. As in previous years, the WIW 2022 spurred a lot of public interest and created an opportunity to raise awareness on investor resilience and sustainable finance. The local health authorities having relaxed the Covid 19 pandemic guidelines, the SEC went ahead and held physical engagement meetings where as well as leverage the benefits of using different social media platforms. The week events included: • Ministerial Launch by Hon. Minister of Finance and National Planning, Dr. Musokotwane Situmbeko MP; • Kick-Off Event by SEC CEO, Mr. Phillip Chitalu; • University Students Awards Ceremony by SEC Board Chairlady, Mrs. Ruth Mugala; • Workers Symposium graced by the Hon. Minister of Labour and Social Security; • Capital Markets Exhibition by SEC and Capital Market Operators; and • Inter – University Debate for Copperbelt Universities graced by the Kitwe City Mayor. Some of the parallel events included, city cleaning, Social media posting, secondary school engagements, radio programme, TV and newspaper advertising, media briefing and press release. OTHER REGULATORY ISSUES / EVENTS

1. National Digital Strategy Workshop – Following the workshop on the State of Zambia’s Digital Economy (held in December 2021), the Commission participated in the National Digital Strategy formulation workshop. The objective of the technical workshop was to develop a draft National Digital Strategy, which was successfully done.
2. Zambia Digital Transformation Workshop – The Commission took part in a workshop dubbed Zambia Digital Transformation Workshop organised by the United Stated Agency (USAID) for International Development and Ministry of Technology and Science with the support of the UNCDF. The objective of the Workshop was for the USAID to share findings from the recently conducted Digital Ecosystem Country Assessment ‘DECA’ in Zambia, and get perspectives of stakeholders on some of the following topics: • Zambia's draft ICT Policy and Digital Transformation Strategy; • Digital infrastructure; • Digital society, digital divides, and digital skills; • Digital government, policy, and regulation; • Digital economy, innovation, and platforms; and • Cybersecurity and emerging technologies. The DECA report provides a full picture of the challenges and opportunities for Zambia's digital transformation, and thus can be leveraged to make informed choices concerning the advancement of the digital economy.

53 3. Launch of the Regulatory Collaborative Framework for Digital Financial Services –The Commission participated in a workshop to launch the Regulatory Collaborative Framework for Digital Financial Services developed by the Zambia Information and Communications Technology Authority and the Bank of Zambia, with the support of the Rural Finance Expansion Programme. The Framework was developed to provide a clear structure of coordination amongst key players in the Digital Finance Ecosystem. Given the financial technology advancements in the capital markets, the SEC stands and generally the capital markets, stand to benefit from this development. 4. Regtech Africa Conference – The Commission participated in the Regtech Africa Conference 2022 held virtually under the theme ‘Transforming Regulatory Innovation in a Digital World’. The Conference brought together regulators, innovation ecosystem builders, investors, corporates, and government representatives to engage, collaborate and share knowledge around new technologies and practices that support better regulations. Therefore, we leveraged the platform to share insights on our experiences of partnerships with various digital ecosystem players during a panel discussion dubbed ‘How to pave the way for collaboration between Fin/RegTechs & Financial Institutions’.

54 MARKET SUPERVISION UNIVERSE OF CAPITAL MARKETS OPERATORS The Commission is responsible for the supervision of the following categories of market players by virtue of them being licensed, authorised, recognised by or having their securities registered by the Commission. Capital Markets regulatory universe MARKET SNAPSHOT Stock Market Indicators & Issuers ❖ LASI breached the 7,000 points barrier increasing 21.1% to 7,337.79 points from 6,059.86.66 points December 2021. ❖ Market Capitalisation including shoprite grew to K72.8 billion (December 2021: 67.1 Billion). Year￾on-year market capitalisation grew 8.5% ❖ Excluding Shoprite market capitalization grew 17.6% to K38.047 billion from K32.4 Billion. ❖ 42 Issuers as of December 2022 (December 2021: 45). ❖ Most of the listed companies submitted annual reports and held Annual General meetings Listed Companies Stock brokers Fund Managers Dealers Share Transfer Agents Share Transfer Agents Representatives Capital market Operators Quoted Companies Issuers Self Regulatory Organisations Corporate Bond Issuers Authorised Funds Collective Investment Schemes Private Equity Funds Venture Capital Funds Bank Dealers Custodians Local Collective Investment Schemes Foreign Collective Investment Schemes Dealer’s Representatives Investment Advisers Investment Advisers Representatives Credit Rating Agencies Other Dealers Financial Market Infrastructures Securities Exchanges Clearing and Settlement Agencies Regulatory Sandbox Participants

55 Licensees (Exchanges, Dealers & Investment Advisors) ❖ 213 licenses as of December 2022 (December 2021: 200) ❖ 30 licenses approved since in the year ❖ 17 licenses surrendered in 2022. ❖ 2 applications rejected. Collective Investment Schemes ❖ K1,690 million Assets under Management (AUM). ❖ ↑K350 million (26%) increase year-on-year. ❖ K1,494 million invested locally (↑28% increase year-on￾year). ❖ K196 million invested in foreign CISs (↑13% increase year-on-year). ❖ 271, 598 investors across 11 local umbrella funds comprised of 60 sub-funds. ❖ 306 investors in 5 foreign CISs (37-sub funds). PROJECTS & OTHER REGULATORY MATTERS ❖ Risk Based Supervision o 2022 RBS implementation/ roll out plan developed. Capacity building, PR & Communications plans developed linked to SEC Strategic Plan Implementation plan & draft CMMP. o RBS launched on 5th April 2022. o Self-Assessments Questionnaires rolled out in May 2022. o Risk Management Guidelines issued for comments in May 2022. o Corporate Governance Guidelines drafted. ❖ Regulatory Sandbox o Four (4) Sandbox participants are currently testing their innovations. o Two (2) participants have submitted exit reports requesting to exit the sandbox. ❖ Green Finance Mainstreaming Working Group SEC CORE SUPERVISORY PROCESS & SUPERVISORY TOOLS The Commission launched Risk Based Supervision (“RBS”) in the Zambian capital markets effective 5th April, 2022. Effective April 2022, the Commission’s migrated the Zambian Capital markets from a compliance based supervisory approach to RBS. The Commission’s progress in implementing RBS is discussed in detail below. Under RBS, the Commission has developed a dynamic, iterative and continuous supervisory process. This guides both industry wide and firm-specific supervisory work. This approach also ensures the Commission’s risk assessments are current and forward looking, which is vital to its ongoing effectiveness. There are three broad steps:

56 (1) Planning & Risk Profiling: A supervisory strategy for each CMO is prepared annually. The supervisory strategy identifies the supervisory work necessary to keep the CMO’s risk profile current. The intensity of supervisory work depends on the nature, size, complexity and risk profile of the CMO. The Commission’s planning also includes a process to compare the work effort across CMOs, e.g., thematic reviews. This is done to ensure that assessments of risk for individual CMOs are subject to a broader standard, and that supervisory resources are allocated effectively to higher-risk CMOs and significant activities. (2) Executing supervisory work and updating the risk profile There is a continuum of supervisory work that ranges from monitoring (CMO-specific and external) to off-site reviews, to on-site reviews, including testing or sampling where necessary. When there are changes in the risk assessment of the CMO, the Commission responds by adjusting work priorities set out in the supervisory strategy and annual plan, as necessary, to ensure that important matters emerging take precedence over items of lesser risk. Such flexibility is vital to the Commission’s ability to meet its mandate. (3) Reporting and intervention: For each CMO, the Commission will designate a staff member as the relationship manager (RM). The RM will be responsible for the supervisory process in 4.2 and 4.3 for the CMOs under his or her responsibility. RM will be the main point of contact for the CMO with respect to all supervisory matters. Among other communications, the Commission communicates its supervisory assessment and supervisory concerns to CMOs through Supervisory letters. Supervisory Letters are addressed to the CMO’s Board of Directors with a copy to the Chief Executive Officer (CEO). The CMO is required to respond to the Commission and address all issues raised within timelines set by the Commission. The Commission undertakes its supervisory functions using a number of supervisory tools as follows: List of SEC supervisory tools Planning & Risk Profiling Execution Reporting & Intervention Commission's iterative supervisory process

57 The supervisory mandate of the Commission is anchored upon four pillars as follows: a) Any person dealing or advising on securities must be licensed by the Commission; b) Any securities market or financial market infrastructures must be authorized and licensed as securities exchanges or clearing and settlement agencies by the Commission; c) All securities of a public company which are publicly traded must be registered by the Commission; and d) Collective Investment Schemes, Venture Capital Funds and other investment vehicles must be authorized by the Commission. Parties to these investment schemes must be authorised by the Commission. Market Supervision undertakes the core functions as highlighted in the following table: Market Supervision core activities Licensing, Registration, Authorisation & Recognition of CMOs Issuing statutory instruments, directives, guidance notes, guidelines and other regulations Risk Assessments, Surveillance & on￾going monitoring Enforcement and supervisory actions Inspections, Reviews & Investigations Investor education and awareness campaigns, Complaints handling

58 The Commission’s risk assessments and ongoing monitoring are based on information submitted by and collected on Capital markets Operators. CMOs are required to submit to the Commission monthly, quarterly and yearly returns. For example: • All capital markets operators are required to submit audited financial statements; • Dealers and Investment advisers are required to submit a separate auditors report addressed to the Commission and management confirmation of compliance; • All dealers are required to submit Monthly Capital Adequacy Reports; • Fund managers are required to submit monthly and quarterly returns; and • Issuers are required since 2019 to submit a Gap Analysis Report and other reports under the Internal Controls Over Financial Reporting Framework. • Self-Assessment Questionnaires. These reports and information form the basis of the Commission’s on-going monitoring, Risk Assessments under RBS as well as for planning on-site inspections of capital markets operators. LICENSING Licensing acts as the entry point into the Zambian capital markets for persons seeking to undertake activities that require a SEC license. The Commission’s licensing processes seeks to apply a risk-based approach that takes into account requirements of the Act, SEC RBS Policy and the need to encourage market development by ensuring the licensing process does not form an entry barrier for entities wishing to enter capital markets. In line with its endeavour to align its processes to international best practices and to embrace modern regulatory approaches, the SEC constantly ensures that these practices are embedded into its operations at the licensing stage. As a result, this provides for a more cohesive and transparent framework guiding further improvements in the Commission’s regulatory approach. Licensing The MS Team reviews and processes license applications in line with the Securities Act provisions Risk Assessments, Reviews and Inspections The MS Team undertakes an assessment of the Risks arising from a CMOs operations. Reviews and Inspections are undertaken to validate risk assessments and determine the Commission’s Supervisory Intervention On-going monitoring, Surveillance & Complaints handling The MS Team undertakes surveillance using various tools (e.g. including attending AGMs, Review of trading activity on exchanges, review of complaints). On going monitoring involves review of Self Assessment Questionaires, annual and periodic submissions from Capital Market Operators RBS - RISK ASSESSMENTS

59 The licensing procedure is clearly defined in the Securities Act and rules, regulations, directives and guidance notes issued by the SEC. At Licensing, the SEC has in place a transparent and well￾established set of procedures leading to the issue of a licence or the rejection thereof. In assessing applications, the SEC is required to conduct a number of assessments - including the fit and proper test of applicants. In conducting the fit and proper test, the Commission assesses the financial soundness of the applicants, lawfulness and moral standards of the proposed activity, source of funds of the proposed activity, integrity of the shareholders, directors and key managers and any other relevant issues. For corporate applicants the Commission also analyses beneficial ownership information to ensure that only people of high integrity can operate in the Capital Markets. Where applications may cause harm to the good repute of the jurisdiction, such applications are recommended for rejection. Licences in issue as at 31st December 2022 The Commission issued 30 licenses in the year to December 2022 and while 17 licenses were surrended, bringing the total number of issued licenses at year end to 213. The movement in the number of licensees by category for then ended is provided in the table below: Movement in number licensees At January 2022 Issued during the year Cancelled, revoked or surrendered during the year At December 2022 Dealers 32 5 (4) 33 Dealers' Representatives 136 14 (10) 140 Investment Advisers 10 4 (1) 13 IA's Representatives 19 7 (2) 24 Securities Exchanges 2 - - 2 Credit Rating Agencies 1 - - 1 TOTAL 200 30 (17) 213 The Commission rejected Two (2) license applications on grounds that the applicants were not fit and proper persons to operate in the Zambian capital markets. Inspections & risk assessments In line with the adoption and launch of Risk Based Supervision, in 2022, the Commission designed and deployed Self-Assessment Questionnaires (“SAQs”) for Capital Market Operators. The SAQs were designed to enable the Commission develop preliminary risk assessments for each Capital Market Operator and develop a supervisory plan for 2023. The supervisory plan will include reviews and/ or inspections of CMOs with priority being given to high risk and/or high impact CMOs. SURVEILLANCE AND COMPLAINTS HANDLING

60 Market surveillance includes various activities such as monitoring trade operations on licensed exchanges using daily analysis of market trades, reviewing periodic reports, investigating anomalies and other activities. It also involves analysing information gathered through complaints, social, electronic and print media, among others. Annual General Meetings (“AGMs”) DMSD monitored Annual General Meetings (“AGMs”) for issuers and Collective Investment Schemes (“CISs”). Some of the AGMs were attended by the Commission in an observer capacity for surveillance and investor protection purposes. Issuers and CISs continued to hold virtual or physical AGMs with some opting for a hybrid option (virtual and physical). 87% of listed companies and 73% of Collective Investment Schemes held their AGMs in 2022. From the listed tier, three (3) companies did not hold their AGMs, i.e., Madison Financial Services Plc, Investrust Bank Plc and ZCCM-IH Plc. Two (2) Collective Investment Schemes (i.e. Madison Unit Trust and Laurence Paul Unit Trust) did not hold their AGMs due to the ongoing supervisory possession of their management companies (i.e., Madison Asset Management Company Limited and Laurence Paul Investment Services Limited respectively). The Commission will take appropriate supervisory steps to address these failures. Complaints In 2022, Market Supervision received 16 complaints. 13 complaints (87%) were closed within DMSD and while three (3) were referred to DELs. The table below shows a summary of complaints that were handled by DMSD during the year: Status of complaints handling at 31st December, 2022 As at 31st December 2021 As at 31st December 2022 As at 31st December 2021 Complaints brought forward as at Jan ‘22 a 2 5 New complaints received b 16 19 Total Complaints a+b=c 18 24 Complaints referred to DELS d (3) (9) Total Complaints not referred to DELS c-d=e 15 15 Complaints closed in DMSD f (13) (13) Number of active complaints e-f=g 2 2 DMSD complaint closure rate f/e 87% 87% The Commission has noted a downward trend in complaints received over the last five (5) years as shown below. Five-year trends of complaints

61 There was a 16% decline in complaints received from 2021 to 2022. The chart below shows which companies were complained against and the nature of complaints received. Analysis of complaints received by type and CMO TYPE OF COMPLAINT % of complaints received Non-payment of proceeds 38% LuSE APP 13% Non-payment of dividends 13% Unauthorised sale of shares 13% Account Opening Delays 6% Failure to provide account statement 6% Missing Shares 6% Unauthorised deductions 6% Total 100% 38% of the complaints received in 2022 were against Madison Asset Management Limited relating to non-payment of redemptions and investment maturities. Other surveillance activities Through the surveillance function of the Commission, DMSD referred four (4) entities for various suspected illegal activities as follows: • Suspected pyramid schemes Number of operators: Two (2) Source of detection: social media (WhatsApp) Description of illegal activities: Soliciting for money from members of the public and promising high returns within a few hours. 18 9 6 3 30 10 18 5 56 16 40 5 19 13 9 2 16 13 3 2 0 10 20 30 40 50 60 Complaints received Complaints Closed in DMSD Complaints referred to DELs Outstanding Five Year Complaints trends 2018 2019 2020 2021 2022 MAMCO, 6 , 38% LuSE, 2 , 13% Pangaea, 2 , 13% BancABC, 1 , 6% BATA, 1 , 6% Corpserve , 1 , 6% Hobitton, 1 , 6% Lupiya, 1 , 6% Premier Credit, 1 , 6% Companies Complained Against

62 Status: Referred to DELS for further investigation and action. • Offering financial services without a license/ Prohibited product offering Number of operators: One (1) Source of detection: Mystery shopping Description of illegal activities: Offering financial services without a license. These included Fixed Term Deposits, Brokerage, Investment Management, Investment Licenses, Financial Services and Insurance Services, Car loans and mortgages. Status: Referred to DELS for further investigation and action. • Offering unregistered Securities to members of the public Number of operators (1) Source of detection: Inquiries from member of the public based in the Diaspora Description of illegal activities: Selling of shares in a mining company. Status: Referred to DELS for further investigation and enforcement action. Public alerts and announcements CONTRACT FARMING – During the year 2022, the Commission received several enquiries as to whether companies or individuals that were advertising and soliciting (asking) for the public to invest in contract farming schemes/agreements were regulated by the Commission. The Commission guided that in as much as it welcomed innovations and possible partnerships in the various sectors, members of the public were urged to be cautious and conduct the necessary due diligence before making investments. The investing public was further guided that contract farming together with the concerned promoters (entities as well as individuals) who were soliciting for the public to invest in these schemes did not fall under the supervisory purview of the SEC. COLLECTIVE INVESTMENT SCHEMES Collective Investment Schemes (CISs) remain a prime area of focus for market supervision as this is a product that is best suited to promote financial inclusion among Zambians. The CIS industry has recorded significant growth of 227% in Assets Under Management (“AUM”) since 2018 to close at K1,690 million at 31st December, 2022 and year-on-year growth of K350 million (26%). K1,494million of CIS AUM (representing 88% of total CIS Industry) were invested locally. Local AUM grew K196 million or 28% year-on-year. The balance of CIS AUM were invested in foreign CISs which grew 13% year-on-year. This growth in assets under management for local CISs was largely driven by growth in contributions by investors driven by marketing activities by fund managers as well as increases in the values of the underlying assets under management. The number of local authorised CISs increased to Eleven (11) with the authorisation of Prudential Unit Trust managed by Prudential Pension Management Zambia Limited. The charts below illustrate the share of AUM by CIS and distribution of local CIS AUM:

63 Market share of AUM at December 2022

Name of Fund 2022 2021

1 Mpile Unit Trust 46.1% 43.1% 2 ABC Unit Trust 21.5% 17.8% 3 Standard Chartered Bank Zambia Plc* 11.6% 19.2% 4 Madison Unit Trust* 9.4% 11.0% 5 Longhorn Unit Trust 3.1% 2.0% 6 Hobbiton Unit Trust 2.8% 1.2% 7 ECR Unit Trust 1.9% 1.7% 8 Altus Unit Trust 1.3% 1.2% 9 Kukula Fund 1 1.1% 1.4% 10 Laurence Paul Unit Trust* 0.8% 0.9% 11 Intermarket Unit Trust 0.4% 0.5% 12 Prudential Unit Trust 0.2% - Industry total 100.0% 100.0%

• Standard Charted Bank Zambia Plc is the Zambia Representative for foreign based collective investment schemes. In terms of deployment of AUM, the bulk of local CIS AUM were invested in Term Deposits, Real Estate, GRZ Bonds and other Collective Investment Schemes (Refer to Figure below). Distribution of AUM at December 2022

RISK-BASED SUPERVISION The implementation of Risk Based Supervision in partnership with the Toronto Centre (“TC”) of Canada under the Long-Term Country Engagement (“LTCE”) was concluded in March 2022. TC issued Capacity Assessment Report which was based on SEC’s self-assessment using a TC assessment framework, supplemented by TC’s interviews conducted with SEC Staff and Term deposits 30% Real Estate 20% GRZ Bonds 20% CIS 10% Commercial paper 6% Listed Equities 6% Other asset classes 8%

64 management. The report shows a significant enhancement in SECZ’s capacity to implement RBS of 78% by the end of the LTCE, compared to 42% at the beginning. Whilst there as an improvement in capacity factors such as Knowledge and Practice (score of 92% in March 2022), and Leadership and Commitment (90%), the following capacity factors were identified with the most room for improvement:  Staff Training (67%)  Institutional Development (64%). Key challenges in these areas were SECZ’s current lean staffing as well as the need for more financial resources and greater outreach and engagement with industry players in the RBS roll-out. Despite these challenges, the conclusion of the TC LTCE was a key milestone as it meant that the Commission now had a framework for launching RBS in the Zambian capital markets. Below is a status of the RBS Project as of 2022 December 2022. Status of RBS activities earmarked for 2022 Key deliverables/activities planned for 2022 Status

1. Development of RBS Rollout Plan Q2 2022 Done – Further, a Supervisory Plan has been developed. See below for activities undertaken under the Supervisory Plan and Capacity/ PR and Communications strategies.
2. Development and roll out of Self￾Assessment Templates & Returns for market players (to be gazette) Q2 - Q3 2022 Done - Self-Assessment Questionnaires issued to all CMOs. Review of SAQs and preparation of preliminary Risk Assessments is work in progress
3. Development and issuance of Risk Management Framework ("RMGs") Q4 2022 Done - Draft Risk Management Guidelines issued. Deadline for receipt of comments set for 31st August, 2022. DMSD currently reviewing submissions received from market players.
4. RBS Launch in Zambian Capital Markets 5 April 2022 Done - RBS Launched on 5th April 2022. Two (2) pre-launch events and One 1) Post launch event held with CMOs. Development and issuance of Corporate Governance Guidelines (“CGC”) Q1 – Q3 2022 WIP - Draft Corporate Governance currently undergoing internal reviews. Was initially earmarked for issuance for stakeholder comments in September 2022. This has been revised to Q1 2023. However, Capacity building engagement held with CMOs. Development of a Small Firms Strategy for Collective Investment Schemes: Q3 – Q4 2022 Done - Recruitment of more resources has been done and & establishment of a CIS unit with dedicated resources is currently underway.

65 Key deliverables/activities planned for 2022 Status Supervisory process re-engineering Q2 – Q3 2022 WIP – ongoing. This activity has remained WIP pending finalisation of the SEC Organisational structure, which in turn is dependent on finalisation of the SEC Strategic Plan. The Commission implemented a number of activities under the RBS roll out plan focusing on the three thematic areas as follows: (i) Stakeholder relationship management & PR: Enhance awareness of RBS by all Key stakeholders and manage the PR messaging around RBS. (ii) Capacity building: Address capacity gaps in markets players and Staff. (iii) Supervisory plan: Undertake supervisory work on CMOs following launch of RBS. STAKEHOLDER AND PUBLIC RELATIONS In 2022, the Commission continued to build on the stakeholder engagements undertaken in 2021 during the development of the RBS Framework. The key activities under this RBS work stream included the following: (1) Launch of Risk Based Supervision – 5 th April, 2022 In 2022, DMSD focused on launching RBS with a view to rolling it out fully to all Capital Markets Operators over next 5 years. The risk-based supervision framework was launched on 5th April 2022 at the Chairperson’s breakfast. The launch was graced by the permanent secretary – Economic Management & Finance from Ministry of Finance and National Planning, Mr. Danies K. Chisenda. The RBS framework was launched under the theme “Reshaping supervision for enhanced resilience in Capital Markets”. The event was attended by CMOs both physically and virtually and had representation via live remarks from the Toronto Center (TC) program leaders, the Secretary General of the International Organisation for Securities Commissions (IOSCO), Kenya Capital Markets Authority (CMA). SEC Team, SEC Chairperson, PS, CMAZ Vice President & SEC CEO

66 (2) RBS Pre & Post-Launch Events: Prior to the launch of RBS, the Commission conducted two (2) virtual pre-launch and one (1) post launch market engagements with the market players as follows: • Overview of Risk based supervision – [23 March 2022] • Risk management guidelines – [29 March 2022] • Self-Assessment Questionnaires – [7 April 2022] Virtual Pre-RBS Launch engagements with Market Players

67 (3) RBS Website: Prior to the launch of RBS, the Commission developed a dedicated tab for RBS on our website where we uploaded an RBS toolkit for the market, which comprised of: i.) market announcement for the launch of RBS ii.) A tab called the RBS toolkit where we upload various documents e.g., the risk management guidelines, the SAQs, speeches for the launch etc., iii.) RBS frequently asked questions (FAQs) The RBS website can be accessed at (4) Annual Capital Markets Workshops: The Commission held a two-day annual CMO workshop on 3rd and 4th May, 2022 and looked at the topics ranging from the draft 8 th National Development Plan, Update on the CMMP and the building blocks [sandbox, green bonds, ETFs and RBS], Making Zambian Capital Markets Greener, Industry Review and outlook, Review of Capital Markets (industry perspective), RBS implementation and Enforcement update. The CMOs actively participated and provided feedback. The team is working on developing a plan around the action points that emanated from the workshop so that they can be addressed. SUPERVISORY PLAN Due to staff resource constraints, some activities could not be undertaken/ concluded according to the plan. Below are the activities which has since been moved to be undertaken in 2023 with the hope that the staff resource constraints, will be addressed. (5) Issuance of Risk Management Guidelines (“RMGs”): The Draft RMGs were issued in May 2022 for comments. The deadline for submission of the comments is 31st August 2022. The Commission received the comments and is planning to meet the market players/stakeholders to provide feedback upon conclusion of reviewing the submission in Q1 of 2023. The implementation of the RMGs will also be undertaken in Q1 of 2023. (6) Issuance of Corporate Governance Code (“CGC”): A webinar on the draft the draft Corporate Governance Code (“CGC”) was held on 23rd August 2022. The draft CGC was drafted and was currently undergoing review in liaison with the legal department. The code will be circulated for comments in Q1 of 2023. (7) Self-assessment questionnaires (“SAQS”): The Commission rolled out the self￾assessment questionnaires for CMOs in May 2022 and most submissions were made after the deadline. The team could not conclude the assessments and this exercise has since continued and should be finalized by Q1 of 2023. Validation meetings will also be held with the market players to validate the findings from their submissions. CAPACITY BUILDING The Commission recognises the need for capacity building among Capital markets operators as RBS Concepts are very new to Zambia and may require adjustments in the way CMOs and the Commission undertake their activities. To this end, the Commission has prioritised capacity

68 building for the Commission, CMOs, Investors and other stakeholders. This is in line with the proposals contained in the CMMP approved post 2022. Below are some of the activities undertaken in 2022: (8) Risk Management Masterclass (Livingstone 31st May – 1 June 2022): During the period under review, the Commission held a risk management masterclass in Livingstone. Risk Management Masterclass at Protea, Livingstone The masterclass class was well attended (almost 50 participants) and the participants actively participated and engaged with the facilitator and the Commission. (9) In-house Training on RBS – a Three-day training session was conducted for all the new members of staff. The training was aimed at introducing Risk Based Supervision and equipping the new joiners (drawn from DMSD, DELS and DFA) on the risk management concepts embedded in the SEC RBS Policy. (10) Monthly RBS engagement on corporate Governance 23rd August 2022: An engagement was held with the CMOs focusing on the draft SEC Corporate Governance Code which is anticipated to be issued in early September 2022 for comments. CMO participation was very good (approx. 50 people attended) and initial feedback was as follows: (i) The CGC should prescribe the tenure of CMO Board members; (ii) CGC should provide more guidance on the establishment of oversight functions considering the cost implications and taking into account the size and complexity of entities; and (iii) CGC should address the rights of minority shareholders especially in the listed companies. (11) Corporate Governance Masterclass (Lusaka, 28 – 29th September 2022): During the period under review, the Commission held a corporate governance masterclass in Lusaka targeted at CMO board members and senior management.

69 CORPORATE GOVERNANCE MASTERCLASS AT SANDY’S CREATION, LUSAKA The masterclass was well attended with over 80 people who actively participated and engaged with the Commission. (12) Virtual engagement with newly licensed entities (2 nd November, 2022): DMSD held an engagement with 22 representatives from newly licensed entities. The objective was to educate on the continuing obligations of licensees (including Dealers and Investment Advisers), Fund Managers (CIS Returns) and Issuers. The discussions also touched on some of the work the Commission is undertaking such as the Risk Management Guidelines under the RBS rollout. FOCUS FOR 2023 An implementation plan for 2023 was developed by the team under the already identified pillars (see high level summary in the figure below).

70 The successful roll out of the RBS Framework is highly dependent on the Commission having implemented an optimal organizational structure and recruitments across all levels in the short and medium terms. The Table below sets out a summary of planned activities for 2023. SEC Supervisory Technology Strategy In furtherance to seeking solutions aimed at addressing findings of the Institutional Capacity Assessment Report of 2019, the Commission has taken initiative to explore available technology that would help the Zambian market. To this end, the Commission entered into a partnership at no cost with Innova Limited, a Kenya based developer, to undertake a Suptech/ Regtech Proof of Concept (“POC”) for the automation of the CIS Return process. The Objective of the POC was to develop a secure Cloud/Web based Regulatory Technology (“Regtech”) & Analytics Solution that solution would enable: • Financial & Risk Analysis of Securities & Collective Investment Schemes (Suptech & Regtech) • RegTech & Reporting Automated Regulatory Reporting & Analytics The focus of the POC was to prove that the Innova Platform could automate the Commission’s CIS Return processes for Fund managers and Custodians, automate the reporting processes and automate the compliance review both for the CMOs and the Commission. Two (2) Fund Managers and Two (2) Custodians participated in the POC alongside the Commission. The PoC was successfully concluded in November 2022. The POC highlighted the following key benefits from implementing a Suptech tool such as the Innova Suptech tool: (i) Increased efficiencies and turnaround times: by removing the challenges of manual-based returns system (e.g., incomplete submissions, manual

71 consolidation) which would reduce turnaround times on both ends - the market and the regulator; (ii) Focus on analysis and risk management: Supervision staff will be able to focus on analysis and risk identification and ensuring the risks are properly managed as opposed to data collection and compilation as is currently the case. (iii) Enable real time reporting of transactions from Fund Manager’s systems which will enable the Commission to identify and respond to risks in real time as opposed to days or weeks after the event. This can be done by automating systems interfaces between the platform and the Commission’s and CMOs’ systems using Application Programming Interfaces (API) technology. Further, the POC also served as a pre-cursor/ case study which provided the Commission with hands-on experience on Suptech applications prior to acquiring the planned robust Commission-wide ICT System as it embarks on implementation of its Suptech strategy . Commission’s proposed SUPTECH Strategy In a bid to develop the Commission’s capacity, ten (10) members of staff (with all directorates represented), attended the Suptech Lab Innovation Leadership Programme offered by the Cambridge University. Through this programme the SEC team were able to show case their Project for a Data Collection Tool for Collective Investment schemes. A key output of the Cambridge training was the rationalisation of the Commission’s approach to supervisory and regulatory technology use cases into five (5) broad categories listed below. These have been proposed for inclusion into the SEC Suptech Strategy. Data Warehousing has also been proposed as an additional use case. These use cases are summarised as follows:

1. Data Collection: Collection, validation, analysis, reporting and storage
2. Supervisory Assessments – RBS
3. Licensing: Licensing, registrations, and authorisations
4. Case management: for complaints, investigations, enforcement, and litigations
5. Surveillance: both market surveillance and other market surveillance activities
6. Data warehousing: to create a central data store which address the different needs of internal and external stakeholders In 2023, the Commission plans to build on lessons from the PoC and Cambridge Innovation Leadership Programme by finalising and implementing the Suptech Strategy to be driven by a core Suptech project team. DMSD aims to use the successfully completed PoC to ensure that adequate Suptech solutions are acquired. In particular the aim for 2023 is the acquisition of a data collection tool, starting with the Collective Investment Schemes with a view to rolling out to other supervisory processes. The Commission anticipates to have implemented the bulk of the systems work over the next three years. SEC Sustainable and Green Finance Initiatives The key challenges for DSMD and the Commission in 2023 will be navigating the resource challenges in terms of numbers, skills and systems. DMSD will continue to be proactive in the implementation of the Suptech Strategy, whilst continuing to participate in the development

72 and finalisation of the Commission’s organisation restructuring aimed at addressing the staff constraints. This process is critical for the directorate to attain key milestones within its Activity Plans for 2023 and beyond. The Commission considers sustainability as a key strategic agenda. Over the course of 2022, the Commission was engaged in numerous initiatives aimed at promoting sustainable finance within the Capital Markets and the broader financial markets. The following are the initiatives: o Green Finance Mainstreaming Working Group Meetings: The Green Finance Mainstreaming Working Group was formulated in 2021 under the auspices of tripartite Memorandum of Understanding (MoU) entered in by the three financial sector regulators – Bank of Zambia (BoZ); Pensions and Insurance Authority (PIA); and Securities and Exchange Commission (SEC). The working group’s main objective is to mainstream green finance in the financial sector. The working group is composed of the above stated three financial sector regulators with technical support from the United Nations Development Programme Biodiversity Finance Initiative (BIOFIN) and the World Wide Fund for Nature (WWF). During 2022, the Ministry of Finance and National Planning also formally became a member of the working group. Under the working group, BIOFIN sponsored consultants to undertake the following projects to support the greening of the Zambian financial sector: • Development of a Green Finance Policy and Implementation Plan for Zambia’s financial sector. • Development of a Green Finance Tagging and Reporting System for Zambia’s financial sector. • Provide Green Bond Technical Assistance Support: a. Develop a sectoral green bond taxonomy for Zambia. b. Develop a web based Green Bond Investment Portal for Zambia c. Provide technical assistance (handholding support) for potential issuers towards issuing a green bond. d. Undertake gap analysis of next steps to fully develop Zambia’s green bond market. The first of the three projects above that relates to provision of green bond technical assistance officially commenced in the fourth quarter of 2022 with a meeting being held between the consultants and green finance mainstreaming working group representatives in October 2022. Activities under this project are earmarked to fully kick off in the first quarter of 2023. o Green Bond Fiscal Incentives: The Commission also lobbied, together with partners like BIOFIN, for fiscal incentives to support green bond issuances. On 28th September 2022, the Minister of Finance and National Planning Honorable Situmbeko Musokotwane announced during the 2023 Budget Speech that stating 1st January 2023, there would a waiver on

73 withholding tax on interest earned from investments in green bonds that are listed on the Lusaka Securities Exchange and have a tenure of over three years. This measure is expected to not only encourage green bond issuances but sends a categorical signal to markets both locally and internationally of the strategic importance the government places on the sustainability agenda. o Input into Eighth National Development Plan: The Commission is also part of the Eighth National Development (8NDP) Cluster Group on Environmental Sustainability and has contributed towards exploring various financing solutions to support this critical development area in the plan. The outputs from the consultancy projects that BIOFIN is supporting under the green finance mainstreaming working group are earmarked to feed into the 8NDP implementation plan as they will ultimately support the development of financing solutions for some elements of this development area. o Part of the Energy Sector Advisory Group: The Commission was also part of the Energy Sector Advisory Group. The Energy Sector Advisory Group (ESAG) is a committee formed under the Ministry of Energy, containing representatives from government ministries and authorities, development agencies, and commercial enterprises. Its purpose is to encourage harmony between all sectors of the economy in terms of energy policy, and provide an informed opinion on energy matters to policy-makers. Specifically, the Commission is part of the subcommittee on renewable energy and the subcommittee on cross cutting issues (gender, climate change and environment). During the meetings in 2022, the Commission offered insights into how the financial markets and capital markets specifically could offer solutions to some of the financing needs faced within the energy sector. o Capacity Building: Members of staff from the Commission were engaged in a number of capacity building activities related to sustainability. These included the following:

1. Completion of SI Master Class on Governance of Complex Transformation Projects offered by the Swedish Institute.
2. Program on Climate Change Risks: Implications for Financial Sector Regulators offered by the Toronto Centre.
3. Certified Expert in Sustainable Finance Programme offered by the Frankfurt School of Finance and Management. o Conferences and Seminars Attended: The Commission was also represented at several important conferences and seminars where its staff made presentations sharing experiences of the work the Commission was engaged in and also built numerous networks and relationships that it has been able to leverage in driving the sustainability agenda. The following are some of these conferences:
4. Nature Based Solutions Workshop: This event was organized by the Capital Markets Association of Zambia and WWF in June 2022. The event brought together a variety of stakeholders to promote multisectoral solutions to the challenges posed by climate change, including the challenges related to finance. The Commission made numerous presentations and contributions at the event primarily focusing on the role green bonds can play as a financing solution and how the broader financial sector

74 including the capital markets can be leveraged to overcame many of the financing challenges that exist in the climate change agenda. 2. COP 27: The Commission also took part in the 27th United Nations Framework Convention on Climate Change Conference of Party meeting in Sharm El Sheikh Egypt. This was held from 6th to 18th November 2022. The conference is one of the largest global climate summits bringing together close to 30,000+ delegates. The Commission used the time at the meeting to meet with critical stakeholders including large climate investors and climate funds, to benchmark against other countries’ climate financing initiatives and to champion the agenda to position Zambia as a preferred global green investment hub. The Commission’s attendance of the meeting generated various leads that are currently being followed up and that are expected to materialize into tangible results to support the Commission’s green agenda. Anti Money Laundering and Countering the Financing of Terrorism and Proliferation The Financial Intelligence Centre Act No 46 of 2010 (Amended 2020) designates the Securities and Exchange Commission as a supervisory Authority for Anti-Money Laundering and Countering the Financing of Terrorism or Proliferation (AML/CFTP) purposes. In this regard the Commission is mandated to oversee its regulated entities (reporting entities) and ensure that they have adequate AML/CFT measures in place and that they are in compliance with the FIC Act. In this regard, the Commission was engaged in a number of activities related to AML/CFTP. These include the following: o Awareness Campaigns: In this regard the Commission continues to conduct various activities to carry out its mandate. The Commission on 7th December 2022 in collaboration with the Financial Intelligence Centre held a Capital Markets CEOs AML/CFT Awareness Breakfast. The aim of the breakfast was to raise awareness regarding various AML/CFT requirements on the part of capital markets operators. The breakfast was also an opportunity for the FIC to highlight to capital market reporting entities some areas in which the market could improve on, relating to AML/CFT controls. o Industry Risk Assessment: The Commission also carried out an AML/CFT securities industry risk-based assessment – with emphasis on securities intermediaries (Stockbrokers, Investment Advisers, Fund Managers and Securities Intermediaries). The report is aimed at providing the Commission with insights regarding areas where possible weaknesses and vulnerabilities exist withing the market in relation to AML/CFT. o Participation in the Bi- Annual Meetings: The Commission also participated the Bi-annual meetings of the Eastern and Southern African Anti Money Laundering Group (ESAAMLG). It is worth noting that the Minister of Finance and National Planning was the elected the president of the ESAAMLG Council of Ministers for the 2021/2022 cycle and on this premise, Zambia hosted the 22nd Council of Ministers and 44th Taskforce of Senior Officials Meetings

75 in Livingstone. Staff from the Commission were part of the local organizing team for the meetings. o Participation in AML/CFT Private/Public Sector Dialogue Meeting: Commission staff also participated in the Sub-Saharan AML/CFT Private/Public Sector Dialogue Meeting that focused on AML/CFT risks surrounding Virtual Assets, an emerging area. The meeting provided valuable insights into various regulatory and supervisory options that regulators and AML/CFT supervisors could consider in supervising virtual assets. Capacity building activities In line with the Commission’s strategic objective to enhance Human Capital, Staff from DMSD participated in the following capacity building programmes:

1. Master Class on Governance of Complex Transformation Projects: September 2021 – January, 2022 by Swedish Institute: Number of staff trained (2).
2. Program on Climate Change Risks: Implications for Financial Sector Regulators by Toronto Centre - Jan 2022. Number of staff trained (2).
3. Certified Expert in Sustainable Finance Programme by the Frankfurt School of Finance and Management: Number of staff trained (2).
4. Cambridge Fintech and Regulatory Innovation: University of Cambridge: Number of staff trained (2).
5. Corporate Governance Workshop as part of the Strategic Planning Process – August 2022: Number of staff trained (3).
6. AML requirements for Virtual Assets and Virtual Service Providers: World Bank Group - July 2022
7. Crisis simulation exercise by the World Bank and Bank of Zambia: May to August 2022: Number of staff trained (3).
8. Cambridge Suptech Lab - Innovation Leaders Programme (“ILP”) facilitated by the University of Cambridge – October to December 2022: Number of staff trained (4).
9. Masterclasses – see under capacity building under RBS. OUTLOOK FOR 2023 In 2023 the DMSD will seek to actualise the following key aspirations: • Capital Markets Development with an emphasis on the key deliverables for 2023 including the formative steps such as appointment of the governance structures, creation of the action teams and monitoring and evaluation mechanisms. Capacity building is also key across the various stakeholders involved in the CMMP. • Capacity building and stakeholder engagement: in tandem with the capacity building activities embedded in the CMMP, SEC will also need to enhance its Public Relations function to ensure that the Commission communicates the right message to all stakeholders.

76 • Digitisation and automation of supervisory processes (Supervision, investigations and enforcement) using a Development Operations Model that embraces Human Centered Design (“HCD”) concepts; • Process optimisation - Supervisory process review across the SEC and across departments. Key to successfully implementing this is the re-organisation of the Commission as proposed by SEC Management in the December Board meeting. • Enhanced supervisory and reporting frameworks – ease of doing business for CMOs • Development of SEC Data Warehouse – build a solid base to enable the Commission develop data warehouses for internal and external access to all SEC stakeholders. To this end DMSD will focus on core activities in the DMSD activity plan anchored on the following key projects: (1) Capital Markets Master Plan – the CMMP was launched by the President on 23rd February, 2023. There are implementation aspects that require DMSD involvement and interventions especially Capacity building (Investors, CMOs and other key stakeholders), RBS and the Suptech Project (see below). (2) Green and Sustainable Finance – to actualise the Commission drive to position Zambia as a Preferred Global Green Investment Hub. (3) Suptech Project – building on the skills acquired from the Cambridge Suptech Lab Innovation Leaders Program and the project/ use case developed at the end of the project. DMSD intends to undertake phase 1 of the Suptech Project which focuses on Data Collection for Collective Investment Schemes. DMSD will also participate in the workflow management element of the Suptech Project. (4) ESG/ Sustainability Reporting – in addition to the existing financial reporting projects (Internal Controls over Financial Reporting. (5) Crypto Assets – the Commission looks to put in place a supervisory framework for crypto assets in conjunction with the Central Bank. (6) Market Surveillance – Project scoping and planning in readiness for implementation in 2024. (7) Supervisory Manuals – ensure all supervisory processes are streamlined and documented in line the SEC RBS Policy and other regulatory frameworks (e.g. AML/ CFT and PFMIs) applicable to the capital markets. (8) Financial Analysis – enhance the Commission’s analytical capacity in line with the Data Collection Suptech Project and plans to establish a data warehouse.

77 DIRECTORATE OF ENFORCEMENT AND LEGAL SERVICES ‘Never let a good crisis go to waste,’ is a phrase that has been attributed to many, including former British Prime Minister Winston Churchill, and Rahm Emanuel, a former Mayor of Chicago and former United States of America President, Barack Obama’s Chief of Staff. The phrase has been used increasingly often in recent years, especially since the global financial crisis began in 2007 and more recently, during the global Covid-19 pandemic (“the pandemic”). The phrase resonates with the Directorate of Enforcement and Legal Services (“DELS”) because while the pandemic crippled global economies and life as the world knew it, it helped DELS re-evaluate how it conducted its business and taught the Directorate how to stay relevant in a crisis. The transition from 2021 to 2022 was one of hope and optimism for the Commission, DELS and the capital markets at large. The pandemic had seemingly eased, the global economy was making strides to recovery, and the world was slowly opening up again. In the year under review, DELS embraced the winds of change and reinforced its support to the Commission’s investor protection mandate by creating and promoting conditions in the capital markets aimed at ensuring orderly growth, integrity and development. The Directorate remained agile in the wake of what was termed as the ‘new normal’, diligently and effectively discharging its functions as the Commission’s legal advisor and enforcer of the securities legal framework. The Directorate diligently conducted investigations of suspected breaches of the securities regulatory framework, competently opined on various issues affecting the market and the Commission for the benefit of Management and the Board, and enforced the securities laws with impartiality ensuring both the protection of investors and compliance among the market players. Further, the Directorate championed legislative development in Zambia’s capital markets and overall secured the Commission’s interests before various courts of law and the Capital Markets Tribunal (“CMT”). DELS continues to be contemporary and forward looking in its role of supporting the Commission in enhancing investor protection and promoting investor confidence in the integrity of capital markets by championing progression, fairness, orderliness and efficiency int Zambia’s capital markets.

78 Through section 9 of the Securities Act No. 41 of 2016, the Commission ensures compliance with the Act and regulations or rules made in accordance with the Act in a bid to safeguard the interests of investors in the capital markets. This is done through investigations, enforcement and to some extent, litigation. The importance of an effective enforcement system in the capital markets cannot be overemphasized. A breach of the securities law has the potential of disrupting the entire market to the detriment of investors and Zambia’s economy as a whole. The credibility of the system as a whole rests on the existence of effective discipline and enforcement systems. INVESTIGATIONS The Directorate investigated a number of cases in 2022, amounting to over twenty (20). The Directorate noted a rise in regulatory breaches arising from failure by the market players to adhere to the securities regulatory framework particularly with regard to financial reporting, operating with the requisite license for both the dealer and representatives, minimum capital and liquidity requirements, to mention a few. Further, the Directorate noted a rise in money circulation schemes in the market with a significant number of participation by the investing public. One such scheme is the contract farming which prompted the Commission to issue a public alert warning the public to exercise caution before investing in any financial product especially those that are not regulated but any one of the three financial regulators. Of the over twenty cases under investigation, five were referred to LEAs for further investigations as they bordered more on criminal liability than on the breach of the securities regulatory framework. ENFORCEMENT In the year under review, the Directorate successfully enforced over fifteen matters and these involved failure to submit audited annual reports within stipulated time; noncompliance with the minimum capital and liquidity requirements, and dealing without a license and/or allowing employees to deal without the requisite representative license. The available enforcement sanctions include revocation of licenses, private and public censures, and administrative fines. The Commission continued its supervisory possession of two major capital markets operators and took a number of enforcement actions against other defaulting market players. Further, to enhance the collating of information and statistics relating to the Directorate’s operations and enforcement activities, the Directorate embarked on an exercise to create an enforcement database which is now operational. LEGAL ACTIONS

79 The Directorate started the year with eight active court matters; two before the Court of Appeal (“CoA”) and six before the CMT. The matters vary but the most underlying motivation for these cases is dissatisfaction, by some capital market players, with a decision of the Commission. With the operationalisation of the CMT, there has been an increase in matters before the CMT. It is encouraging to see the market exercising their constitutional rights of legally challenging the decisions made by institutions that have been created for such purposes. The highlight of the first quarter was a victory in the CMT in relation to the Securities (Takeover and Mergers) Rules Statutory Instrument No. 170 of 1993 and the requirement for payment of an authorisation fee with respect to a takeover, and a victory in the CoA with regard to the correct forum to commence litigation matters under the repealed Securities Act, Chapter 354 of the Laws of Zambia. The CoA upheld the decision of the High Court (“HC”) siding with the Commission to the effect that the HC had the jurisdiction to hear matters arising out of the repealed Securities Act. The Directorate gained momentum in the second and third quarter which were mostly characterized by a combination of continuation of matters from the first and a few new activities. The Commission celebrated another victory in the third quarter with a ruling from the CMT to the effect that the Commission has broad powers espoused in Part XIV of the Securities Act, No. 41 of 2016 which include the power to order a forensic audit of any entity in the capital markets. The Tribunal also addressed the importance of a forensic audit as a mechanism meant to aid the resolution of litigation with a potential of exonerating an audited entity. In the same ruling, the CMT held that it has broad powers under Rule 24 of the CMT Rules to hear and determine any application for a stay of legal proceedings, stay of execution or a stay to halt or postpone the actions of a party. The Directorate closed off the year with a total of ten (10) active court cases spread out in the various Courts and the CMT. LAW REVIEW AND LEGISLATIVE DRAFTING AMENDMENT TO THE SECURITIES ACT NO. 41 OF 2016 The first quarter of 2022 was characterised with activity for the law review function of the Directorate. From preparation of a road map to chart the way for the enactment of the Securities Bill into law, to the Bill being tabled before Cabinet for approval, to it being presented before Parliament for first reading as National Assembly Bill (“NAB”) No. 23 of 2022 and finally to it being enacted into law. The process did not, however, go without opposition despite the wide stakeholder consultations and endorsement by several regulators and policy institutions. Against all odds, the Securities Act, No. 41 of 2016 was, on 23rd December 2022 amended by the Securities Act, No. 21 of 2022. This was necessitated by a review of the Securities Act of 2016

80 which identified hiatuses in the law. The new law has introduced a number of changes taking into account regulatory best practice as well as mandatory requirements for the operation of the securities industry. The reforms include, among others, the widening of the scope of the Commission’s functions to include the vetting of directors and shareholders of persons operating in the capital markets; the adoption of a risk-based approach in the supervision and regulation of capital markets introduced under the Financial Intelligence Centre Act; the amplification of the Commission’s supervisory power over capital markets operators; revision of the powers of the Commission and the Capital Markets Tribunal to include immunity of Tribunal Members and members of staff of the Commission. The Amendment Act is now law following Gazette Notice No. 2263 of 2022 dated 27th December, 2022. AMENDMENTS TO SUBSIDIARY LEGISLATION UNDER THE SECURITIES ACT Further to the amendment to the Securities Act, the Directorate embarked on the process of reviewing the subsidiary legislation emanating from the repealed 1993 Securities Act so as to cure any disparities and lacunae in the law. The review will enable incorporation of provisions that are consistent with the current Securities Act and pave the way for the creation of subsidiary legislation to address new provisions in the current Act. A regulatory impact assessment workshop was held with the Business Regulatory Review Agency (“BRRA”) and validation meetings with capital markets stakeholders in 2021. Thereafter, BRRA approved the following draft rules and regulations: • the Securities (Capital Market Operators) (Complaints Handling Requirements) Rules; • the Securities (Registration of Securities) Regulations; • the Securities (Recognition of Self-Regulating Organisations) Regulations; • the Securities (Self-Regulatory Organisations) (General Requirements) Rules; • the Securities (Capital Market Operators) (Licensing and Operations Requirements) Rules; • the Securities (Capital Markets Operators) (General Licensing Procedures and Requirements) Regulations; • the Securities (Fees and Levies) Rules; and • the Securities (Compensation Fund) (Amendment) Regulations. In the third quarter of 2022, the Commission submitted the BRRA-approved Rules and Regulations to the Ministry of Finance and National Planning (“MoFNP”) for onward submission to the Ministry of Justice (“MoJ”) for further drafting and enactment. The year ended with a consultative meeting with MoJ in order to expedite the re-drafting and enactment of the draft rules and regulations. It is hoped that the year 2023 will see the enactment of these revised and new rules and regulations to enable the Commission to continue carrying out its mandate efficiently. CORPORATE AFFAIRS

81 SECRETARIAL SERVICES The Directorate competently rendered its corporate, legal and secretarial services to the Commission and the Board. LOCAL AND INTERNATIONAL RELATIONS DELS continued to nurture its relations with Law Enforcement Authorities (“LEAs”) such as the Zambia Police (“ZP”) and the Drug Enforcement Commission (“DEC”) which have been instrumental in helping the Commission to undertake investigations especially in cases where such investigations border on conduct with an element of criminality. It has also maintained international relations by continuing to be the contact point for liaison with foreign capital market regulators on information sharing and exchange of information. In addition, with the world steadily opening up, the Directorate participated in various engagements organised by international associations such as the International Organization of Securities Commissions (“IOSCO”) and the Southern African Development Community (“SADC”) Committee on Insurance, Securities and Nonbank Administrators (“CISNA”), and IOSCO’s Africa / Middle East Regional Committee (“AMERC”) among other international bodies. In CISNA, the Commission is represented at the highest level with the membership of the Commission Secretary and Director – Enforcement and Legal Services on the Governance Council. It was, therefore, important for the Commission to support and participate in the launch of the CISNA Secretariate in October 2022 hosted by the Mauritian Financial Services Commission. The event was attended by delegates from twelve (12) Southern African Development Community (“SADC”) Member States, namely Angola, Botswana, Democratic Republic of Congo, Eswatini, Malawi, Mauritius, Mozambique, Namibia, South Africa, United Republic of Tanzania, Zambia and Zimbabwe. Below are some of the highlights of the event in pictorial format:

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REGULATORY COMPLIANCE NATIONAL REGULATION During the year under review, we saw the operationalisation of the Emoluments Commission, established under Article 232 of the Constitution of Zambia (Amendment) Act No. 2 of 2016, by

84 the enactment of the Emoluments Act No. 1 of 2022. The Act was assented on April 8, 2022 and gazetted on July 6, 2022. Following the commencement order, two circulars of interest to the Commission were published by Cabinet Office. The first was Cabinet Circular No. 14 of 2022 dated 11th August 2022 wherein Cabinet Office advised that all contracts entered into before the commencement of the Act are to continue in force until they expire or are amended by mutual consent by the parties involved. However, such amendment should be approved by the Commission. In this regard, the Circular informed all Applicable Entities that any contracts to be entered into or conditions of service to be agreed, after the commencement of the Act, need the Emoluments Commission’s prior approval before execution or renewal in as far as the contract relates to emoluments. Through the said Circular, Cabinet further requested that relevant authorities submit all documentation providing for emoluments of officers in a State Institution and State Organ to the Emoluments Commission for assessment and valuation. The second was Cabinet Circular No. 15 of 2022 which was published in line with article 250 of the Constitution of Zambia Amendment Act No. 2 of 2016. In that circular, Cabinet directed all state organs to ensure that all documents and records such as agreements, contracts, circulars, conveyances and memorandum of understanding are sent to the office of the Auditor General as soon as they are entered into or generated. The Commission, through the Directorate, has ensured that it has remained complaint with these regulatory directives. INTERNATIONAL BEST PRACTICE: RISK BASED SUPERVISION The Directorate’s enforcement function was amplified following the launch of the Risk-Based Supervision (“RBS”) framework which required the Commission to reorganise its processes to consider risk. The Directorate therefore revised its enforcement processes in order to align to international best practice as prescribed in the IOSCO principles and objectives as well as the Financial Action Task Force (“FATF”) guidelines. The RBS approach entails that the Directorate now gives prior consideration to the harm and risk likely to be suffered by the market and investors in determining the appropriate enforcement measure to be taken for a breach of the securities legal framework as opposed to the post risk compliance-based approach. ENHANCED MULTILATERAL MEMORANDUM OF UNDERSTANDING (“EMMoU”)

85 The Commission reviewed the provisions of the Securities Act with respect to Zambia’s qualification to become signatory to an EMMoU with IOSCO which would and additional powers to the Commission that IOSCO has identified as necessary to ensure continued effectiveness in safeguarding market integrity and stability, protecting investors and deterring misconduct and fraud. Further, the EMMoU will foster greater cross-border enforcement cooperation and assistance among securities regulators, enabling them to respond to the risks and challenges posed by globalisation and advances in technology. The powers include– a) Audit – to obtain and share Audit work papers, communications and other Information relating to the audit or review of financial statements; b) Compulsion – to compel physical attendance for testimony (by being able to apply a sanction in the event of non-compliance); c) Freezing – to Freeze assets if possible, or, if not, advise and provide information on how to Freeze assets, at the request of another signatory; d) Internet Service Provider (ISP) records – to obtain and share existing Internet service provider (ISP) records (not including the content of communications) including with the assistance of a prosecutor, court or other authority, and to obtain the content of such communications from authorized entities; and e) Telephone – to obtain and share existing telephone records (not including the content of communications) including with the assistance of a court, prosecutor or other authority, and to obtain the content of such communications from authorized entities. However, the Commission has noted that it has limitations in the freezing powers which might require legislative review if these powers are to be effectively deployed for use by the Commission in its investor protection regulatory role. Once the legislative framework is enabling, then the Commission can consider applying to be a signatory of the IOSCO E-MMoU which currently only has 14 signatories worldwide. POLICY REVIEW The Directorate undertook a review of the Commission’s strategic documents, policies, guidelines and charters. A total of eight (8) policies were reviewed which included: a) Code of Ethics; b) Communication Policy; c) Transport Policy; d) Staff Loans Policy; e) Internal Audit Manual; f) Proposed Investment Policy; g) Whistle Blowing and Complaints handling Policy and Procedures; and h) Staff Wellness Policy. CAPACITY BUILDING CAMBRIDGE SUPTECH LAB INNOVATION LEADERSHIP PROGRAMME During the period in review, the Commission nominated several members of staff to undertake a nine (9) week Cambridge SupTech Lab Innovation Leadership Programme under the theme,

86 accelerating the digital transformation of financial supervision. The Programme seeks to equip financial regulators with the necessary data science and technological skills necessary for the delivery of innovative financial services, greater protection of investors, and the pursuit of other policy objectives such as financial integrity and the oversight and mitigation of environmental and governance risks. will drive innovation in the financial sector for the decade to come. For their capstone project, the Commission’s nominees were working on developing a project charter in order to procure a digitalized solution for the automation of core processes for the Commission which include licensing, registration, authorization and case management for complaints, investigations and litigation. The programme was successfully completed. CORPORATE GOVERNANCE MASTERCLASS The Directorate participated in a Corporate Governance Masterclass held in September 2022 which was targeted at Capital Market Operators (“CMO”) board members and senior management. The masterclass was well attended with over eighty (80) participants who actively participated and engaged with the facilitator and the Commission. SWEDISH INSTITUTE MANAGEMENT PROGRAMME (SIMP-AFRICA) This programme has a focus on sustainability and responsible leadership. The Director participated in the 2022 cohort together with participants from Kenya, Rwanda, Uganda, Tanzania and Ethiopia. Offered over a six-month period with a mix of online and a one week physical participation, the course offers participants great insights into building and operating sustainable businesses. Participants are required to identify an existing problem affecting the institution they represent and create a project for which a solution is then developed using the tools and techniques shared during the training. The Commission’s adopted project was to identify the challenges preventing the issuance of the debut green bond despite the regulatory framework having been in existence since 2019.

87 INVESTMENT ADVISORS AND STOCKBROKERS COURSE The Investment Advisors and Stockbrokers Course facilitated by the Zambia College of Pensions and Insurance Trust (“ZCPIT”), in conjunction with the Commission and the Lusaka Securities Exchange Limited (“LuSE”) is a foundational course that is offered to each new member of staff that joins the Commission. It enables them quickly learn about the regulatory environment in which they operate. During the review period, three (3) of the Directorate’s staff participated in the. The course is a one-month intensive competence course that has been specially designed to equip professionals and intermediaries on the securities market with the skills and knowledge about the operations of securities market in Zambia. In addition, the Director is one of the course resource persons that supports the running of the training programme.

88 DIRECTORATE OF FINANCE AND ADMINISTRATION: MARKET TRANSACTIONS The Securities Act requires securities including collective investments schemes to be offered to the public to be registered with the Commission. The Commission also approves mergers or acquisitions involving entities whose securities are registered with the Commission. The registration of securities and authorization of CIS is among one of the ways the Commission protects investors in the capital markets, while the rules on takeovers and mergers also ensure that takeovers and mergers are conducted in an orderly manner that protects minority shareholders. The Market Transactions section within the Directorate Finance and Administration during the year ending December 2022 received and processed several applications from companies including those relating to the registration of securities, mergers and acquisitions. Waivers from certain Securities Act obligations as enshrined in the Act, and other miscellaneous market activities were also considered. The table below shows the companies, type and number of securities that were approved during the period under review: DATE COMPANY TYPE AND NUMBER OF SECURITIES/OR TRANSACTIONS DATE APPROVED/ DEFERRED PURPOSE OF MEETING 02.03.2022 Zambia National Building Society Waiver from compliance with continuing obligations 02.03.2022 To consider application for waiver from complying with continuing obligations 02.03.2022 Atlas Mara De-registration of securities 02.03.2022 To consider application for the de-registration of ZMW 400 million Medium Term Note Programme 02.03.2022 Prudential Pensions Management Zambia Authorization of Collective Investment Scheme 02.03.2022 To consider the application for the authorization of Prudential Collective Investment Scheme. 02.03.2022 Zambia Consolidated Copper Mines Investment Holdings Takeover transaction 02.03.2022 To consider take over fee offer from ZCCM-IH for the takeover of Mopani Copper mines Plc

89 DATE COMPANY TYPE AND NUMBER OF SECURITIES/OR TRANSACTIONS DATE APPROVED/ DEFERRED PURPOSE OF MEETING 15.06.2022 Unifi Credit Limited Registration of securities 15.06.2022 To consider application for registration of ZMW 50 million Commercial Paper. 07.09.2022 Ikulileni Plc De-registration of securities 07.09.2022 To consider the application for the de-registration 50,000,000 shares 07.09.2022 First Quantum Minerals De-registration of securities 07.09.2022 To consider the application for the de-registration of 28,000,000 depositary receipts 07.09.2022 Kukula Capital Waiver 07.09.2022 To consider the application for a waiver from compliance with clause 6.1.3 of the Private Funds Guidelines 23.11.2022 Unifi Credit Limited Waiver 23.11.2022 To consider the application to waive conditions attached to the registration of commercial paper. 23.11.2022 African Life Financial Services Limited approval 23.11.2022 To consider the application to increase the authorized amount to be raised under Mpile Property Fund. PHILLIP K. CHITALU CHIEF EXECUTIVE OFFICER

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92 2022 Financial Statements

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APPENDICES Appendix I Corporate Address and Contact Details Securities and Exchange Commission Corporate Office Address: Plot 3827Parliament Road Olympia P.O. Box 35165 Lusaka, ZAMBIA (0211) 227012/222368/222369/226386 Fax: (0211) 225443 info@seczambia.org.zm Website: www.seczambia.org.zm

96 Appendix II Governance Structure SEC Commissioners in 2022 During the period under review, the followed Commissioners appointed from institutions specified in the Securities Act, No. 41 of 2016 served as the Commission Board Members: Board Chairperson (elected on 17th March 2022) Mrs. Ruth Simwanza Mugala Mrs. Ruth Simwanza Mugala, a seasoned Accountant and business consultant, is the Board’s elected Chairperson since March 2022 having previously served as the Board Vice-Chairperson from March 2021. She brings to the Board a wealth of knowledge and experience in the financial and advisory fields gained in the public and private sectors with a career spanning over 35 years. She is a holder of a Bachelor degree in Accountancy and holder of the Association of Chartered Certified Accountants (ACCA) of UK and a Fellow of the Zambia Institute of Chartered Accountants (ZICA). She is currently Executive Director of Massy Capital Services and Massy Wellness Services and chairs the Board’s Risk and Audit Committee. Board Vice-Chairperson (elected on 17th March 2022) Mr. Paul Nkhoma Mr. Nkhoma, a development economist, with a wealth of management, arbitration and insurance knowledge, is the elected Board Vice￾Chairperson since March 2022. He has been a Board Member since 10th March 2021 and is a founding member of Hollard Insurance, one of Zambia's largest insurance companies and is now the Group Chief Executive Officer for Hollard Holdings Zambia. He represents the Zambia Chamber of Commerce and Industry (ZACCI) on the Board and chairs the Staff and Remuneration Committee. Commissioner Mr. Mulele Maketo Mulele Mr. Mulele, an economist, modeler, statistician and planner and is currently serving as Director-Economic Management Department in the Ministry of Finance since February 2020. Mr. Mulele has been a SEC Board Member since May, 2020 representing the interest of the Ministry of Finance and Government at large. Considering his vast work and professional experience from both development planning and economic management as well as policy analysis, he brings with him a wealth of knowledge to the SEC Board required in providing direction towards the development of the capital markets under the jurisdiction of SEC.

97 Commissioner Ms. Mainza Masole Ms. Masole, a social security professional, has been a SEC Board Member since May 2017. Ms. Masole is the Prudential Supervision Manager – Pensions at the Pensions and Insurance Authority and she represents the Pensions and Insurance Authority on the Board. She chairs the Commission’s Property Acquisition and Development Committee. Commissioner Mrs. Natasha N. Kalimukwa Mrs. Kalimukwa, a legal practitioner, served on the SEC Board from March 2018 until she left the Board in xx 2022. Mrs. Kalimukwa was, during her tenure on the Board, the Administrator General and Official Receiver for the Republic of Zambia and she represented the Ministry of Justice on the Board. She also chaired the Commission’s Compensation Fund Committee. Commissioner Dr. Leonard N. Kalinde Dr. Kalinde, a legal practitioner, has been a SEC Board Member since January 2022. Dr. Kalinde who is a partner at the legal firm with the name and style of Equitas Legal Practitioners, has over 20 years’ experience in central bank operations and financial system supervision and regulation. He represents the Law Association of Zambia on the Board and chairs the Licensing Committee of the Board. Commissioner Ms. Brenda Mwanza Ms. Mwanza is a development economist with a wealth of experience in macroeconomic and financial sector analysis, policy development, research, survey implementation and data analytics, gained in the central bank over a period of more than 28 years. She became a member of the Securities and Exchange Commission Board in January 2022, representing the Bank of Zambia and chairs the Risk and Audit Committee. Currently serving as Assistant Director- Financial Sector Development, at the Bank, her role entails coordinating the thematic areas of financial inclusion, financial sector development and collaboration with financial sector stakeholders in the public and private sector as well as international partners.

98 Ex-officio Commissioner Mr. Phillip K. Chitalu Mr. Chitalu, a chartered accountant, is the Chief Executive Officer of the Commission and is an ex-officio Member of the Commission Board.

99 SEC Management in 2022 During the period under review, the following were the Commission’s Management team in the period under review: Chief Executive Officer Phillip K. Chitalu Mr. Chitalu, a chartered accountant, has been with the Commission since August 2011. He has a bachelor’s Degree of Accountancy from the Copperbelt University, a Fellow of the Association of Chartered and Certified Accountants (FCCA) and also Fellow of the Zambia Institute of Chartered Accountants (FZICA). Mr. Chitalu also holds a Master of Philosophy in Development Finance from Stellenbosch University, Cape Town, and further holds the International Global Certificate for Securities Regulators from the Harvard Law School/IOSCO. Commission Secretary and Director – Enforcement & Legal Services Diana Sichone Mrs. Sichone, a legal practitioner, has been with the Commission since July, 2014. She holds a Bachelor’s degree in law from the University of Zambia and a Masters degree in Corporate and Commercial law from the University of Lusaka. Mrs Sichone holds the International Global Certificate for Securities Regulators from the Harvard Law School/IOSCO. She is also an advocate of the High Court for Zambia, a qualified legislative drafter, trained commercial Arbitrator and is passionate about sustainability. Director - Market Supervision & Development Mutumboi Mundia Ms. Mundia, a fellow of the Association of Chartered Certified Accountants (ACCA) and a Certified Expert in Sustainable Financing, has been with the Commission since January 2013. She is a Chevening Scholar and holds a Master’s Degree in Corporate Strategy and Governance from the University of Nottingham in the UK. She also holds the International Global Certificate for Securities Regulators from the Harvard Law School/IOSCO. Ms Mundia further holds the Introductory Certificate in Arbitration from the UK’s Chartered Institute of Arbitrators.

100 Manager – Market Transactions & Investments Bruce Mulenga Mr. Mulenga has been with the Commission since February 2013. He holds a bachelor of Science in Accounting from Hull university and BTEC National Diploma in Business and Finance from City College of Higher Education. Manager – Finance Mateyo Lungu Mr. Lungu, a chartered accountant, has been with the Commission since December 2015. He is the holder of the Association of Chartered Certified Accountants (ACCA) qualification and the Certified Accounting Technician (CAT) from Chingola School of Accounts (ZAMIM-Chingola campus). He is a Fellow of the Association of Chartered Certified Accountants and an Associate member of the Zambian Institute of Chartered Accountants. Manager – Administration Saul Nyalugwe Mr. Nyalugwe has been with the Commission from October, 2012 until March 2022 when he retired from service. He holds a bachelor of laws degree from Nelson Mandela Metropolitan University in South Africa, a Diploma in Purchasing and Supply from Sandwell College of Higher and Further Education (West Bromwich) UK and a Diploma in Human Resource Management from Zambia Institute of Human Resource Management. He also trained in Domestic Arbitration by the Chartered Institute of Arbitrators. Manager – Market Supervision Abraham Alutuli Mr. Alutuli, a chartered accountant, had been with the Commission from May, 2014 to February 2022 when he resigned his position at the Commission. He Holds a Master of Business Administration (MBA) and is a Fellow of both the Association of Chartered Certified Accountants (ACCA) and Zambia Institute of Chartered Accountants (ZICA). He is also a certified fraud examiner and holds a National Accounting Technician Certificate.

101 Manager – Market Supervision Nonde Sichilima Mr. Sichilima, a chartered accountant, has been with the Commission since September, 2015. He holds a BA (Hons) Degree in Accounting and Finance from Athlone Institute of Technology, Ireland. He is a member of the Zambia Institute of Chartered Accountants and a Fellow of the Association of Chartered Certified Accountants (FCCA). Manager – Market Supervision Benson Mwileli Mr. Mwileli has been with the Commission since January 2017. He holds a Bachelor of Arts Degree in Economics from the University of Zambia and a Master of Science Degree in Finance and Investment from the University of Bradford in the United Kingdom. He also holds an Advanced Diploma in Management Accounting from the Chartered Institute of Management Accountants (CIMA) and is a Certified Sustainable Finance expert with the Frankfurt School of Finance and Management in Germany. Manager -Market Development Dingase Makumba Mrs. Makumba has been with the Commission since May 2014. She holds a Master of Business Administration from the Eastern and Southern Africa Management Institute (ESAMI), Bachelor of Arts in social sciences from the University of Zambia and a Postgraduate Diploma in Marketing from the Chartered Institute of Marketing-UK and various Industry certifications from the Chartered Institute for Securities and Investments, Zambia College of Pensions and Insurance Trust, Toronto Centre and the Cambridge Centre for Alternative Finance. Manager – Financial Inclusion Mubanga Kondolo Mr. Kondolo has been with the Commission since 2017. He holds a BA (Hons) in Business and Management from University of Sunderland and various certifications from the Cambridge Centre for Alternative Finance, Chartered Institute for Securities and Investments, Toronto Centre and Zambia College of Pensions and Insurance Trust.

102 Manager – Law Reform and Enforcement Dubholukulu Mulondiwa Ms. Mulondiwa, a legal practitioner, has been with the Commission since 2020. She holds a Bachelor’s degree in law from Oxford Brookes University and she is also an advocate of the High Court for Zambia and a qualified legislative drafter. Manager – Investigations and Enforcement Kambole Seta Mrs. Seta has been with the Commission since July 2022. She holds a Bachelor of Laws Degree obtained from the University of Lusaka and is a legal practitioner with 6 years of experience post bar qualification. She also holds a Post Graduate Diploma in Legislative drafting obtained from the Zambia Institute of Advanced Legal Education in 2022. SEC Senior Management Team – From left to right: Ms Mutumboi Mundia, Mr. Phillip K. Chitalu and Mrs. Diana Sichone

103 Appendix III SEC Staff in 2022 Name Position Date Left 1 Mr. Phillip K. Chitalu Chief Executive Officer - 2 Mrs. Diana Sichone Commission Secretary and Director – Enforcement and Legal Services

3 Ms. Mutumboi Mundia Director - Market Supervision and Development - 4 Mr. Bruce Mulenga Manager - Market Transactions and Investments - 5 Mr. Mateyo Lungu Manager – Finance - 6 Mr. Saul Nyalugwe Manager – Procurement and Administration March 2022 7 Mr. Abraham Alutuli Manager – Market Supervision February 2022 8 Mr. Nonde Sichilima Manager – Market Supervision - 9 Mrs. Dingase Makumba Manager – Market Development - 10 Ms. Dubholukulu Mulondiwa Manager – Law Reform and Enforcement 11 Mr. Mubanga Kondolo Manager – Financial Inclusion - 12 Mrs. Sitali Mugala Product Development and Market Research Officer - 13 Ms. Racheal M. Banda Human Resource Officer - 14 Mrs. Leah Simasiku Surveillance Officer - 15 Mr. Thomas Thole Investigations Officer - 16 Ms. Gertrude Buyungwe Analyst/Inspection Officer - 17 Mr. Benson Mwileli Analyst/Inspection Officer - 18 Mr. Sydney Katumba Information Technology Officer - 19 Mrs. Theresa Chimbila Accounts Assistant - 20 Ms. Priscilla Mwale Personal Assistant to the CEO - 21 Ms. Siberia T. Siamayuwa Pool Secretary - 22 Mr. Saviour Mooya Driver - 23 Mr. Alexander Tondo Office Assistant -

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105 Appendix IV List of Authorised Capital Market Players as at 31st December, 2022 In order to ensure that only fit and proper persons and entities are allowed to offer securities services to the investing public, the Commission approved the applications of the following entities to conduct securities business in the categories shown below: Securities Exchange Licenses The following entities held a securities exchange license as at 31st December, 2022: Item Company Name 2022 2021 Yes No Yes No

1. Lusaka Securities Exchange Plc ✓ ✓
2. Bond & Derivatives Exchange Zambia Plc ✓ ✓ Credit Rating Agency’s Licences The following entity held a Credit Rating Agency license as at 31st December, 2022: Item Company Name 2022 2021 Yes No Yes No
3. Premier Rating Agency ✓ ✓ Investment Adviser’s License The following corporate entities held an Investment Advisors license as at 31st December, 2022:

NAME OF LICENSEE 2022 2021

YES NO YES NO 1 Charles Sichangwa ✓ ✓ 2 Enock Bwalya ✓ ✓ 3 Errol Neal Molver ✓ ✓ 4 deVere and Partners Investment Services (Zambia) Ltd ✓ ✓ 5 Riscura Zambia Limited ✓ ✓ 6 Vunani Asset Management Limited ✓ ✓ 7 DM Investment Advisers and General Business Consultants Limited ✓ ✓ 8 Inside Capital Partners Zambia Limited ✓ ✓ 9 Amano Capital Limited ✓ ✓ 10 Finluca International Limited ✓ ✓ 11 Money Acumen Advisory Limited ✓ ✓ 12 Carrick Wealth Zambia Limited ✓ ✓ 13 Abu Khan ✓ ✓ 14 Simon Kalunga ✓ ✓

106 Investment Adviser’s Representative License The following persons held an Investment Advisors Representatives license as at 31st December, 2022:

NAME OF LICENSEE NAME OF PRINCIPAL 2022 2021

YES NO YES NO 1 Mr. Chibamba Nyangu deVere and Partners International Limited ✓ ✓ 2 Ms. Lynda Syamunyangwa deVere and Partners International Limited ✓ ✓ 3 Ms. Maureen Nabulyato deVere and Partners International Limited ✓ ✓ 4 Mr. Gift Kapande deVere and Partners International Limited ✓ ✓ 5 Mr. Julian Visser deVere and Partners International Limited ✓ ✓ 6 Mr. Arthur Kalumba deVere and Partners International Limited ✓ ✓ 7 Mr. Wenu Mutiti deVere and Partners International Limited ✓ ✓ 8 Ms. Lwiindi Muzongwe deVere and Partners International Limited ✓ ✓ 9 Mr. Moss M Sibongo deVere and Partners International Limited ✓ ✓ 10 Ms. Zamiwe Ndhlovu deVere and Partners International Limited ✓ ✓ 11 Ms. Mubanga Nundwe deVere and Partners International Limited ✓ ✓ 12 Ms. Charity Siwela Riscura Zambia Limited ✓ ✓ 13 Ms. Kandiye T. Liweleya Benefits consulting ✓ ✓ 14 Mr. Munyumba Mutwale Vunani Asset Management Limited ✓ ✓ 15 Mr. Darious Mumba DM Investment Advisers and General Business Consultants Limited ✓ ✓ 16 Rushil Patel Inside Capital Partners Zambia Limited ✓ ✓ 17 Malcom Kasuba Shirley Amano Capital Limited ✓ ✓ 18 Ackim Kawamya deVere and Partners International Limited ✓  19 Theresa Gumbo Money Acumen Advisory Limited ✓  20 Lyapa M. Mbewe Money Acumen Advisory Limited ✓  21 Carmen Hachandi Carrick Wealth Zambia Limited ✓  22 Roemary Edith Mercer Finluca International ✓  23 Hamubbwatu Hanakooma Carrick Wealth Zambia Limited ✓  24 Mwape Kunda Carrick Wealth Zambia Limited ✓  25 Mr. Dennis Nyirongo deVere and Partners International Limited  ✓ 26 Ms. Theresa Gumbo deVere and Partners International Limited  ✓

107 Dealer’s Licenses The following corporate entities held a Dealer’s license as at 31st December, 2022:

NAME OF LICENSEE 2022 2021

YES NO YES NO 1 Aflife Capital Zambia Limited ✓ ✓ 2 African Banking Corporation Investment Services Limited ✓ ✓ 3 African Banking Corporation Zambia Limited ✓ ✓ 4 African Life Financial Services Limited ✓ ✓ 5 Altus Capital Limited ✓ ✓ 6 Autus Securities Zambia Limited ✓ ✓ 7 Absa Bank Zambia Plc ✓ ✓ 8 Citibank Zambia Limited ✓ ✓ 9 Equity Capital Resources Plc ✓ ✓ 10 Finance Securities Limited ✓ ✓ 11 First National Bank Zambia Limited ✓ ✓ 12 Hobbiton Investment Services Limited ✓ ✓ 13 Investrust Bank Plc ✓ ✓ 14 Kukula Capital Plc ✓ ✓ 15 Laurence Paul Investment Services Limited ✓ ✓ 16 Longhorn Associates Limited ✓ ✓ 17 Madison Asset Management Company Limited ✓ ✓ 18 Pangaea Securities Limited ✓ ✓ 19 Prudentail Pension Management Zambia Limited ✓ ✓ 20 Stanbic Bank Zambia Limited ✓ ✓ 21 Standard Chartered Bank Zambia Plc ✓ ✓ 22 Stockbrokers Zambia Limited ✓ ✓ 23 Zambia National Commercial Bank Plc ✓ ✓ 24 Monter Capital Partnership Limited ✓ ✓ 25 Zambia Industrial Commercial Bank Limited ✓ ✓ 26 Access Bank Zambia Limited ✓ ✓ 27 Indo Zambia Bank Limied ✓ ✓ 28 United Bank for Aftrica ✓ ✓ 29 Eco-Bank Zambia Limited ✓  30 First Capital Bank Zambia Ltd ✓  31 WCAP Limited ✓  32 Providence Asset Management Limited ✓  33 Treasfin Limited ✓  34 Aflife Holdings Zambia Limited  ✓ 35 Aflife Private Wealth Limited  ✓ 36 Prudential Life Assurance Zambia Limited  ✓ 37 Thirty Thirty Capital Limited  ✓

108 Dealer’s Representative’s Licences The following persons held a Dealer’s representative’s license as at 31st December, 2022:

NAME OF LICENSEE NAME OF PRINCIPAL 2022 2021

YES NO YES NO 1 Mr. Mukudzei-Ishe Zhou Aflife Capital Zambia Limited ✓ ✓ 2 Mr. Danny Mulenga African Banking Corporation Investment Services Ltd ✓ ✓ 3 Mr. Nicholas Kabaso African Banking Corporation Investment Services Ltd ✓ ✓ 4 Ms. Zangose Mwanza African Banking Corporation Investment Services Ltd ✓ ✓ 5 Ms. Michelle M Musonda African Banking Corporation Investment Services Ltd ✓ ✓ 6 Mr. Clifford Muzoka African Banking Corporation Investment Services Ltd ✓ ✓ 7 Mr. Richard Ndhlovu African Banking Corporation Zambia Limited ✓ ✓ 8 Mr Christopher K. Mwelo African Banking Corporation Zambia Limited ✓ ✓ 9 Ms. Theresa Chiluba African Banking Corporation Zambia Limited ✓ ✓ 10 Mr. Geoffrey Musekiwa African Life Financial Services Limited ✓ ✓ 11 Ms. Vanessa K. Wright African Life Financial Services Limited ✓ ✓ 12 Mr. Jones Phiri African Life Financial Services Limited ✓ ✓ 13 Mr. Mumba Musunga African Life Financial Services Limited ✓ ✓ 14 Ms. Valarie M Mwiinga African Life Financial Services Limited ✓ ✓ 15 Mr. Joseph Mazila African Life Financial Services Limited ✓ ✓ 16 Ms. Nasilele Ngumbi African Life Financial Services Limited ✓ ✓ 17 Ms. Cecilia K. Siabusu Providence Asset Management Limited ✓ ✓ 18 Mr. Ken Simwaba Altus Capital Limited ✓ ✓ 19 Mr. Mataka Nkhoma Autus Securities Zambia Limited ✓ ✓ 20 Mr. Aaron Phiri Absa Bank Zambia Plc ✓ ✓ 21 Mr. Boston Nkuname Absa Bank Zambia Plc ✓ ✓ 22 Mr. Lesa Mulenga Absa Bank Zambia Plc ✓ ✓ 23 Mr. Stanley Kaweme Tamele Absa Bank Zambia Plc ✓ ✓ 24 Mr. Mukelebai Wambulawae Absa Bank Zambia Plc ✓ ✓ 25 Mr. Blessings S. Banda Absa Bank Zambia Plc ✓ ✓ 26 Ms. Mwela Sunkuntu Absa Bank Zambia Plc ✓ ✓ 27 Mr. Kamwaya Hamoonga Absa Bank Zambia Plc ✓ ✓ 28 Ms. Ngosa Mary Kafwembe Citibank Zambia Limited ✓ ✓ 29 Mr. Steven Chitete Citibank Zambia Limited ✓ ✓ 30 Mr. Victor Zimba Citibank Zambia Limited ✓ ✓ 31 Mr. Choongo Chibawe Equity Capital Resources Plc ✓ ✓

109

NAME OF LICENSEE NAME OF PRINCIPAL 2022 2021

YES NO YES NO 32 Mr. Barkat Ali Finance Securities Limited ✓ ✓ 33 Mr. Gerald Ndhlovu First National Bank Zambia Limited ✓ ✓ 34 Mr. Kapumpe Chola Kaunda First National Bank Zambia Limited ✓ ✓ 35 Mr. Ignatius Innocent Kashoka First National Bank Zambia Limited ✓ ✓ 36 Mrs. Naomi Hara Palale First National Bank Zambia Limited ✓ ✓ 37 Ms. Chali Maria Mulenga First National Bank Zambia Limited ✓ ✓ 38 Ms. Nonde Nsomi First National Bank Zambia Limited ✓ ✓ 39 Mr. Mulenga Kawimbe First National Bank Zambia Limited ✓ ✓ 40 Ms. Celine P. Chauwa Hobbiton Investment Management Services Limited ✓ ✓ 41 Mr. Moses Mfula Hobbiton Investment Management Services Limited ✓ ✓ 42 Mr. Richard Mutukwa Investrust Bank Plc ✓ ✓ 43 Mr. Tue Andersen Kukula Capital Plc ✓ ✓ 44 Mr. Aaron Yobe Zulu Laurence Paul Investment Services Limited ✓ ✓ 45 Mr. Martyn Banda Laurence Paul Investment Services Limited ✓ ✓ 46 Ms. Namoonga Malambo Laurence Paul Investment Services Limited ✓ ✓ 47 Ms. Chiwoni Soteli Longhorn Associates Limited ✓ ✓ 48 Ms. Joy Nanyiza Longhorn Associates Limited ✓ ✓ 49 Ms. Mercedes Mwansa Madison Asset Management Company Limited ✓ ✓ 50 Ms. Blessing Chilombe Madison Asset Management Company Limited ✓ ✓ 51 Mr. Mupanga Chilungu Madison Asset Management Company Limited ✓ ✓ 52 Ms Claire Machila Lungwe Madison Asset Management Company Limited ✓ ✓ 53 Ms. Siphiwe Nkunika Madison Asset Management Company Limited ✓ ✓ 54 Ms. Nkumbu P Pelekamoyo Madison Asset Management Company Limited ✓ ✓ 55 Ms. Sindisiwe Malambo Monter Capital Partners Limited ✓ ✓ 56 Mr. Ceaser Siwale Pangaea Securities Limited ✓ ✓ 57 Ms. Tidale Mwale-Chisunka Pangaea Securities Limited ✓ ✓ 58 Ms. Wendy Nsamwa Nglazi￾Tembo Pangaea Securities Limited ✓ ✓ 59 Mr. Ernest Kando Prudential Pension Management Zambia Limited ✓ ✓ 60 Matepa Chingambu Prudential Pension Management Zambia Limited ✓ ✓ 61 Mr. Alinani Simbule Stanbic Bank Zambia Limited ✓ ✓ 62 Ms. Chenge Besa Mwenechanya Stanbic Bank Zambia Limited ✓ ✓ 63 Ms. Chitemwe Ng'ambi Kapaya Stanbic Bank Zambia Limited ✓ ✓ 64 Mr. Dean Nathaniel Onyambu Stanbic Bank Zambia Limited ✓ ✓

110

NAME OF LICENSEE NAME OF PRINCIPAL 2022 2021

YES NO YES NO 65 Mr. Mwila Pascal Mwenya Stanbic Bank Zambia Limited ✓ ✓ 66 Mr. Musenge Komeki Stanbic Bank Zambia Limited ✓ ✓ 67 Ms. Prudence Khumbo Mhango Stanbic Bank Zambia Limited ✓ ✓ 68 Ms. Veronica Sinkala Stanbic Bank Zambia Limited ✓ ✓ 69 Mr. Victor Chileshe Stanbic Bank Zambia Limited ✓ ✓ 70 Mr. Mintu Chitebe Stanbic Bank Zambia Limited ✓ ✓ 71 Mr. Luke Siame Stanbic Bank Zambia Limited ✓ ✓ 72 Mr. Benjamine N. Mulenga Standard Chartered Bank Zambia Plc ✓ ✓ 73 Ms. Chimuka Muyovwe Standard Chartered Bank Zambia Plc ✓ ✓ 74 Mr. Davy Nanduba Standard Chartered Bank Zambia Plc ✓ ✓ 75 Mr. Derek Bobo Standard Chartered Bank Zambia Plc ✓ ✓ 76 Ms. Dorothy N. K Moono Standard Chartered Bank Zambia Plc ✓ ✓ 77 Ms. Edna Towela Lungu Standard Chartered Bank Zambia Plc ✓ ✓ 78 Mr. Joseph Chibwe Ngesa Standard Chartered Bank Zambia Plc ✓ ✓ 79 Mr. Kabwe Mwaba Standard Chartered Bank Zambia Plc ✓ ✓ 80 Mr. Kayeba Mwenechanya Standard Chartered Bank Zambia Plc ✓ ✓ 81 Mr. Mubanga Yvonne Mukuka Standard Chartered Bank Zambia Plc ✓ ✓ 82 Mr. Muchindu Lombe Standard Chartered Bank Zambia Plc ✓ ✓ 83 Mr. Mulolwa Nkhata-Kamana Standard Chartered Bank Zambia Plc ✓ ✓ 84 Ms. Mwaka Kalenga Mfula Standard Chartered Bank Zambia Plc ✓ ✓ 85 Ms. Mwali Chisala Standard Chartered Bank Zambia Plc ✓ ✓ 86 Mr. Ravi Kapadia Standard Chartered Bank Zambia Plc ✓ ✓ 87 Ms. Tamara Mooya Bbuku Standard Chartered Bank Zambia Plc ✓ ✓ 88 Mr. Wiggins Mupango Standard Chartered Bank Zambia Plc ✓ ✓ 89 Ms. Valerie M Chulu Standard Chartered Bank Zambia Plc ✓ ✓ 90 Mr. Fred C. Kabombo Standard Chartered Bank Zambia Plc ✓ ✓ 91 Ms. Bwalya Kasito Standard Chartered Bank Zambia Plc ✓ ✓ 92 Mr. Kangwa C. Chengo Standard Chartered Bank Zambia Plc ✓ ✓ 93 Ms.Sarudzai Muchechemera Standard Chartered Bank Zambia Plc ✓ ✓ 94 Mr. Kamungoma Mate Stockbrokers Zambia Limited ✓ ✓ 95 Ms. Maxime Chiluba Harlaar Stockbrokers Zambia Limited ✓ ✓ 96 Mr. Charles Mate Stockbrokers Zambia Limited ✓ ✓ 97 Mr. Jack Kanyanga Stockbrokers Zambia Limited ✓ ✓ 98 Mr. Boniface Mwamba Stockbrokers Zambia Limited ✓ ✓ 99 Mr. Bwalya Mwape Stockbrokers Zambia Limited ✓ ✓ 100 Mr. Austin Hamukonka Chijikwa Zambia National Commercial Bank Plc ✓ ✓ 101 Mr. Charles Kamungu Zambia National Commercial Bank Plc ✓ ✓ 102 Mr. Cliff George Sakala Zambia National Commercial Bank Plc ✓ ✓

111

NAME OF LICENSEE NAME OF PRINCIPAL 2022 2021

YES NO YES NO 103 Mr. Fredrick Mulenga Kaputo Zambia National Commercial Bank Plc ✓ ✓ 104 Ms. Kaluba Gloria Kaulugombe Zambia National Commercial Bank Plc ✓ ✓ 105 Ms. Kunda Catherine Chikumbi Zambia National Commercial Bank Plc ✓ ✓ 106 Ms. Virginia L. Mwalilino Zambia National Commercial Bank Plc ✓ ✓ 107 Mr. Lishala Clarence Situmbeko Zambia National Commercial Bank Plc ✓ ✓ 108 Mr. Tiyeze Chilembo Zambia National Commercial Bank Plc ✓ ✓ 109 Ms. Nana Mukwiza Zambia National Commercial Bank Plc ✓ ✓ 110 Mr. Mudenda Sikapoto Zambia National Commercial Bank Plc ✓ ✓ 111 Ms. Ivor Chambwe Zambia National Commercial Bank Plc ✓ ✓ 112 Mr. Roy Mwamba Zambia National Commercial Bank Plc ✓ ✓ 113 Mr. Jibinga Kelly Jibinga Zambia National Commercial Bank Plc ✓ ✓ 114 Mr. Kennedy Zeula Zambia National Commercial Bank Plc ✓ ✓ 115 Mr. Jonathan Bupe Imakando African Life Financial Services Limited ✓ ✓ 116 Mr. Elijah Chanda Kabaso African Life Financial Services Limited ✓ ✓ 117 Mr. Eleutherius Chimansa Nyanga African Life Financial Services Limited ✓ ✓ 118 Ms. Nancy Lwisa Nambela African Banking Corporation Investment Services Ltd ✓ ✓ 119 Ms. Mwaba Ethel Mupinde African Banking Corporation Investment Services Ltd ✓ ✓ 120 Ms. Karen Kabage Kapika Zambia Industrial Commercial Bank Limited ✓ ✓ 121 Mr. Rudolph Ngulube Zambia Industrial Commercial Bank Limited ✓ ✓ 122 Mr. Wiza Chinula Access Bank Zambia Limited ✓ ✓ 123 Mr. Calvin Sichilomba Access Bank Zambia Limited ✓ ✓ 124 Mr. John Keyala Access Bank Zambia Limited ✓ ✓ 125 Mr. Yotamu Mwale Indo-Zambia Bank Limited ✓ ✓ 126 Ms. Mwaka Kopakopa United Bank for Africa Zambia Limited ✓ ✓ 127 Mr. Mwape Bwanali Treasfin Limited ✓  128 Mr. Nyeji Ruth Chilembo WCAP Limited ✓  129 Mr.Bill Njamba Absa Bank Zambia Plc ✓  130 Ms.Cecilia Sindano Eco-Bank Zambia ✓  131 Ms.Lupupa Mulenga African Banking Corporation ✓  132 Malama Nicholas Mushinga Fisrt Capital Bank ✓  133 Marlon Nsofu Longhorn Associates Limited ✓  134 Mr. Lukwesa Munyinda Fisrt Capital Bank ✓  135 Mr. Mubanga Bwalya Absa Bank Zambia Plc ✓  136 Mr. Damien Harris Kukula Capital Plc ✓  137 Mr. Mphaso Banda Kukula Capital Plc ✓  138 Mrs. Musa Imakando Mzumara Stanbic Bank Zambia Limited ✓ 

112

NAME OF LICENSEE NAME OF PRINCIPAL 2022 2021

YES NO YES NO 139 Mr. Brian Mufalali Chasimpha Standard Chartered Bank Zambia Plc ✓  140 Mr. Trust Sileke Mwaisaka Stockbrokers Zambia Limited ✓  141 Ms. Fortunate Ngatsha Aflife Holdings Zambia Limited  ✓ 142 Mr. Munakupya Hantuba Aflife Private Wealth Limited  ✓ 143 Mr. Matete M. Sichizya Prudential Life Assurance Zambia Limited  ✓ 144 Ms. Prabhleen Kohli Prudential Life Assurance Zambia Limited  ✓ 145 Mr. Olusegun M. Omoniwa Standard Chartered Bank Zambia Plc  ✓ 146 Mr. Sampa David Shiyunga Standard Chartered Bank Zambia Plc  ✓ 147 Ms. Kadidja M Sidibe Thirty Thirty Capital Limited  ✓ 148 Ms. Nyangu Florence Mkalipi Zambia National Commercial Bank Plc  ✓ 149 Mr. Chewe Mwila Zambia National Commercial Bank Plc  ✓

113 Appendix V Contact Details of Capital Market Players Securities Exchanges contact details LuSE PLC BaDEx PLC Chief Executive Officer: Mrs. Priscilla Sampa Address (physical): Lusaka Securities Exchange 2 nd floor, Mamco House Plot 316B, Independence Avenue Address (postal): P.O. Box 34523 Lusaka Telephone: +260 (211) 228391/228537 Facsimile: +260 (211) 225969 E-mail: info@luse.co.zm Chief Executive Officer: Mr. Peter Sitamulaho Address (physical): Bonds and Derivatives Exchange Zambia Plc Plot No 7450, Katopola Road Rhodespark, Off Great East Road Address (postal): Post. Net Box 334 Private bag E10 Arcades Lusaka Telephone: +260 (211) 220537 Facsimile: +260 (211) 220574 E-mail: info@badex.co.zm Dealers’ Contact Details a) Members of the LuSE Autus Securities Limited 34 Khola Road Woodlands Lusaka P. O. Box 320308 Tel: +260 (211) 840513, +260 761 002002, +260 761 003003 Email: mataka@autussecurities.com Website: www.autussecurities.com Equity Capital Resources Plc 4 th Floor Godfrey House, West Wing Kabelenga Road Lusaka Tel: +260 (211) 840313, 227518 Email: info@ecrinvestments.com Website: www.ecrzambia.com

114 Hobbiton Investment Management Zener Office Park Stand No. 2287/A Corner Lagos & Lubuto Rds Lusaka P.O Box 32350 Tel: +260 (211) 232877, +260 956 529 966, Email: mimi.lungu@hobbiton.co.zm Madison Asset Management Company Ltd Plot 316, Independence Avenue P.O. Box 37013 Lusaka Tel: +260 (211) 255121/257152 Fax: +260 (211) 253417 Email: mupanga@madisonassets.co.zm Website : www.madisonassets.co.zm Pangaea Renaissance Securities Ltd Pangaea Securities Limited 2nd Floor, Pangaea Office Park Stand 2374 Great East Road Lusaka Tel: +260 (211) 220707 Fax: +260 (211) 220925 Email: mbuto@pangaea.co.zm Stockbrokers Zambia Limited 32 Lubu Road Longacres P O Box 38956, Lusaka Tel: +260 (211) 227303/232456 Fax: +260 (211) 224055 Email: jkanyanga@sbz.com.zm Website: www.sbz.com Zambia National Commercial Bank Plc Head Office Building Cairo Road -South End P O Box 33611 Lusaka Tel: +260 211 425 650, Mobile: +260977 873262 Fax: + 260 (211) 223084 E-mail: kaluba.kaulungombe@zanaco.co.zm Website: www.zanaco.co.zm

115 b) Other Dealers African Banking Corporation Investment Services Limited Atlas Mara Head Office Ground Floor, Pyramid Plaza Corner Church and Nasser Roads P.O. Box 39501 Lusaka Tel: +260 (211) 257970-6 E-mail: nkabaso@bancabc.com Website: www.atlasmarazambia.com Aflife Capital Zambia Limited Plot No. 74 Independence Avenue 4th Floor, Mpile House P.O. Box 37501 Tel: +260 (211) 253772 Fax: +260 (211 253112 E-mail: Faith@aflife.co.zm Aflife Holdings Zambia Limited Plot No. 74 Independence Avenue 4th Floor, Mpile House P.O. Box 37501 Tel: +260 (211) 253772 Fax: +260 (211 253112 E-mail: Faith@aflife.co.zm African Banking Corporation Zambia Limited (Trading as Atlas Mara Bank Zambia Limited) Atlas Mara House, Corner Church and Nasser Roads, P O Box 39501, Lusaka Ground Floor, Atlas Mara House LUSAKA Tel: +260 211 229733-40 E-mail: bcheembela@bancabc.co.zm website: www.atlasmarazambia.com Aflife Private Wealth Limited Plot No. 74 Independence Avenue 4th Floor, Mpile House P.O. Box 37501 Lusaka Tel: +260 (211) 253772 Fax: +260 (211 253112 E-mail: fngatsha@aflife.co.zm
Altus Capital Limited Plot 74 Independence Avenue Mpile House Lusaka P.O. Box 35352 Tel: +260 (211) 253566 Fax: +260 (211 253112 E-mail: capital@altus.co.zm

116 African Life Financial Services Limited Independence Avenue 74 Independence Avenue, P. O. Box 51331, Lusaka Tel: +260) 211 254841 Fax: (+260) 211 253112 E-mail: geoff@aflife.co.zm ABSA Bank Zambia Plc Elunda Office Park Plot 4643 / 4644 Addis Ababa round about, Rhodes Park Lusaka Private Bag E308 Tel: + (260) (211) 366150 / 169 Fax: + (260) (211) 225553 Email: Thandiwe.BandaMbalashi@absa.africa Website: www.absa.co.zm Citibank Zambia Limited Citibank House Stand No. 4646 Addis Ababa Roundabout Lusaka P. O. Box 30037 Tel: +260 (211) 444400; 0971 025 133 Fax: +260 (211) 226064 Email: victor.zimba@citi.com Website: www.citigroup.com Finance Securities Limited Plot No. 2110/2111 Sepele Road Opp. Finance House Cairo Road Lusaka. Cell: +260 977 791124 E-mail: Msusa@financesecuritiesltd.com; First National Bank Zambia Limited Plot No. 22768, Corner Great East and Thabo Mbeki road, P.O. BOX 36187, Lusaka Tel (Gen): +260 211 366800 | Direct: +260 211 36 9639 | Cell: +260 966 116 273 and +260 978 017 761 E-mail: Haggai.chibungu@fnb.co.za Web: www.fnb.co.za Investrust Bank Plc Ody’s Park, Great East Road P.O. Box 19028/29 Lusaka Tel: (0211) 238733-5 E-mail: brianm@investrustbank.co.zm Website: www.investrustbank.co.zm

117 Kukula Capital Limited 32A Foxdale Forest Club House Off Zambezi Road, Roma, Lusaka Tel: +260 211 295792 Email: info@kukulacapital.com Laurence Paul Investment Services Limited 5 th Floor, Design House Dar es Salaam Place (off Cairo Road) P O Box 35008 Lusaka Tel: (0211) 220302/3 Fax: (0211) 220454 E-mail: info@laurencepaul.com Website: www.laurencepaul.com Longhorn Associates Limited Office Park |Plot 1146/1, Lagos Road Rhodes Park, P. O. Box 50655 Lusaka +260 211 252540 |+260 973 452635 Email: marlon@longhorn -associates.com Website: www.longhorn -associates.com Prudential Life Assurance Zambia Limited Prudential House Plot 32256 Thabo Mbeki Lusaka P.O Box 31357 Tel: +260 211 222233/4 E-mail: tamala@prudential.co.zm Website: www.prudential.co.zm Prudential Pension Management Zambia Limited Prudential House Plot 32256 Thabo Mbeki Lusaka P.O Box 31357 Tel: +260 211 222233/4 Email: jimmy@prudential.co.zm Website: www.prudentialpensions.co.zm Stanbic Bank Zambia Limited Stanbic House Head Office Plot 2375, Addis Ababa Drive Lusaka P. O. Box 31955 Tel: +260 (211) 370000 – 18 Fax: +260 (211 258439 Email: luwabelwa@stanbic.com Website: www.stanbicbank.co.zm

118 Standard Chartered Bank Zambia Plc Head Office, Stand No. 4642 Cnr of Mwaimwena Road and Addis Ababa Drive P O Box 31934 Lusaka Tel: (0211) 422198-99 Fax: (0211) 222092/225337 Standard Chartered Bank Zambia Plc Phone: +260 211 422203 Mobile: + 260 977 767703 E-mail: KetaiBenjamin.Mvula@sc.com Stockbrokers Zambia Limited Mr. Jack Kanyanga Managing Director 32 Lubu Road LUSAKA Tel: (+260 211) 232456 +26 0977/ 966 853315 E-mail: jkanyanga@sbz.com.zm Website: www.sbz.com.zm Zambia National Commercial Bank Plc ZANACO Head Office Plot 2118/2119 SapeleRoad/Cairo Road P.O. Box 33611 LUSAKA Email: Kunda.chikumbi@zanaco.co.zm Website: www.zanaco.co.zm

119 Investment Advisors’ Contact Details Charles Sichangwa C/o Wits Limited 4 th Floor, Godfrey House, Kabelenga Road Lusaka Tel: +260 (211) 226441/5 Fax: +260 (211) 227116 Email: wits@zamnet.zm deVere and Partners Investment Services Zambia Limited Plot 284 Cnr Joseph Mwilwa Road and Great East Road Rhodes Park Lusaka Tel: +260 211 295999 Fax: 260 211 257114 Email: deVere@devere-group.com Website: www.devere-group.com Enock Bwalya Plot 22956 PHI Chainama Lusaka Mobile +260977807793 | +27605455934|+260950952753 Email: Enock.bwalya@africanheights.com or enock.bwalya@yahoo.com Skype: bwalya70 Website: www.africanheights.com Riscura Zambia Limited Figtree house Plot No. 1 Warthog Road, Kabulonga Lusaka P.O. Box 320181, Lusaka Tel: +260 (211) 262 773 Fax: +260 (211) 262 773 Email: Zambia@riscura.com Website: www.riscura.com Vunani Asset Management Limited Plot 20 Mpulungu Road, Olympia, Lusaka Tel: +260 977790575 Email: vsodala@gmail.com

120 Recognised Self-Regulatory Organisations Capital Markets Association of Zambia Latitude 15, Leopard Hill Road, Kabulonga P. O Box 51583 Lusaka Email: Info@cmaz.co.zm Listed Companies’ contact details African Explosives Limited (AEL) Zambia Plc Plot 1168/M Kitwe-Mufulira Road P.O. Box 40092 Mufulira Tel: +260 (966) 990945-9 Fax: +260 (212) 412749z Website: www.ael.co.za Listed on 23rdOctober, 2006 Airtel (formerly Celtel and Zain) Zambia Plc Stand 2375 Addis Ababa drive Lusaka Tel: +260 (977) 915000 Website: www.Africa.airtel.com/zambia Listed on 11th June, 2008 British American Tobacco (BAT) Zambia Plc Plot # PH1 IND 54 & 53 LS MFEZ, Chifwema Road P.O. Box 30162 Lusaka Tel: +260968 678 814/ 787 / 671 E-mail: batzam@bat.com Website: www.bat.com Listed on 15th December, 1996 Cavmont Capital Holdings Zambia Plc Unit C, Counting House Square (behind Arcades Shopping Centre), Thabo Mbeki Road P O Box 32322 Lusaka Tel: (0211) 257772/256055/256064 Fax: (0211) 256074 E-mail: contact@cavmont.com.zm Website: www.cavmont.com.zm Listed on 13th September, 2006

121 Copperbelt Energy Corporation Plc 23rd Avenue, Nkana East P.O. Box 20819 Kitwe Tel: +260 (212) 244000/244281 Fax: +260 (212) 223445/244040 E-mail: info@cec.com.zm Website: www.copperbeltenergy.com Listed on 21st January, 2008 First Quantum Minerals Limited C/o Choice Corporate Services Stand 3509/No. 7 Matandani Close, Rhodespark Lusaka Zambia Depository Receipts listed in July 2011 Investrust Bank Plc Investrust House Plot 4527/8 Freedom Way Lusaka P O Box 32344 Tel: (0211) 238733

5 E -mail: investrust@investrustbank.co.zm Listed on 21st June, 2007 Chilanga Cement Plc Farm No. 1880 Kafue Road Chilanga P.O. Box 30162 Tel: +260 (211) 367400/600 Fax: +260(211) 278134 E-mail: cement.enquiries@lafarge -zam.lafarge.com Website: www.lafarge.com Listed on 22nd May, 1995 Madison Financial Services Plc Plot 316 Independence Avenue P.O.Box 37013 Lusaka Tel:378700

5 Email: info@madison.co.zm Website: www.madisonshares.com Listed on 1st September 2014 Metal Fabricators of Zambia (ZAMEFA) Plc Plot 1400 Cha Road Luanshya P.O. Box 90295 Tel: +260 (212) 510599 Fax: +260 (212) 229003/4 Website: www.pdic.com Listed on 9th September, 2004

122 National Breweries Plc Plot No. 1609/10, Sheki Sheki Road P.O. Box 35135 Lusaka Tel: +260 962 249 210 Fax: +260 (211) 246326 Website: www.ab -inbev.com Listed on 16th March, 1998 Pamodzi Hotels Plc Pamodzi Hotel Complex Plot 463, Church Road P.O. Box 35450 Lusaka Tel: +260 (211) 254455/250995 Fax: +260 (211) 254005 E–mail: pamodzi.lusaka@tajhotels.com Website: www.tajhotels.com Listed on December 21st, 2001 Puma Energy Plc (formerly BP Zambia) Head Office Stand No. 1710, Mungwi Road Lusaka P.O. Box 31999 Tel: +260 (211) 376100 Fax: +260 (211) 376149 E–mail: zambia@pumaenergy.com Website: www.pumaenergy.com Listed on 18thJuly, 2002 Real Estate Investments Zambia Plc (formerly Farmers House) Farmers House, Central Park Cairo Road Lusaka P.O. Box 30012 Tel: +260 (211) 227684 -89 Fax: +260 (211) 222906 E-mail: info@reiz.co.zm Website: www.reiz.co.zm Listed on 27th September, 1997 Shoprite Holdings Plc Plot 19255 Cnr, Great East and Manchinchi Roads Manda Hill Centre Tel: +260 (211) 251155 Website: www.shopriteholdings.co.za Listed on 19th February, 2003

123 Standard Chartered Bank Zambia Plc Head Office Stand No. 4642 Cnr of Mwaimwena Road and Addis Ababa Drive P O Box 31934 Lusaka Tel: (0211) 422198 -99 Fax: (0211) 222092/225337 E-mail: KetaiBenjamin.Mvula@sc.com Website: www.standardchartered.com/zm Listed on 30th November, 1998 Zambeef Products Plc Plot 4970 Manda Road Industrial Area P/Bag 17, Woodlands Lusaka Tel: +260 (211) 369000 Fax: +260 (211) 369050 E-mail: info@zambeef.co.zm Website: www.zambeefplc.com Listed on 5th April 2005 Zambia Bata Shoe Company Plc Stand 6437, Mukwa Road Heavy Industrial Area P.O. Box 30479 Lusaka Tel: +260 (211) 244397/242328 Fax: +260 (211) 244254 E-mail: batashoe@zamnet.zm Website: www.bata.co.zm Listed on 31st March, 2009 Zambia Forestry and Forest Industries Corporation Plc HEAD OFFICE P.O Box 71566, Dola Hill Ndola Tel: +260 212 671482 Fax: +260 212 616030 Email: info@zaffico.co.zm Listed on 12th February 2020 Zambian Breweries Plc Mungwi Road, Plot 6438 Heavy Industrial Area P.O. Box 30237 Lusaka Tel: +260 (211) 246555, +260 962 249200 Fax: +260 (211) 242124 E-mail: zambrew@zambrew.com.zm Website: www.ab -inbev.com Listed on 9th June, 1997

124 Zambia Reinsurance Plc Plot 187C Namambozi Road Fairview, Lusaka Postnet Box 658 P/Bab E891 Tel: +260 (211) 221159, +260 971 695149 Email: primare@prima -re.co.zm Website: www.prima -re.com Listed on 21st December, 2004 Zambia National Commercial Bank Plc Head Office Building Cairo Road -South End P O Box 33611 Lusaka Tel: + 260 (211) 228979/ 221355/ 221380/ 221404 Fax: + 260 (211) 223084 E-mail: customerservice@zanaco.co.zm Website: www.zanaco.co.zm Listed on 27thNovember, 2008 Zambia Sugar Plc Nakambala Sugar Estate Livingstone Road P O Box 670240 Mazabuka Tel: +260 (213) 231103/231106 Fax: +260(213) 230385 E-mail: administrator@zamsugar.zm Website: www.illovosugar.co.za Listed on 28th August, 1996 ZCCM Investment Holdings Plc ZCCM -IH Office Park Stand No. 16806, Alick Nkhata Road Mass Media Complex Area Lusaka P O Box 30048 Tel: +260(211) 220654/221023 Fax: +260 (211) 220449/221057 E-mail: corporate@zccmih.com.zm Website: www.zccm -ih.com.zm Listed on 24th January, 1996

125 Quoted Companies’ Contact Details Absa Bank Zambia Plc Elunda Office Park Plot 4643 / 4644 Addis Ababa round about, Rhodes Park Lusaka Private Bag E308 Tel: + (260) (211) 366150 / 169 Fax: + (260) (211) 225553 Email: Thandiwe.BandaMbalashi@absa.africa Quoted on 9th March, 2005 Chambishi Metals Plc Sub –division L and M of Lot No. 10/M Kitwe –Chingola Road, Chambishi P.O. Box 21151 (Kitwe) Tel: +260 (212) 744006/7 Fax: +260 (212) 744035 E-mail: info@chambishi.com.zm Quoted on 25th January, 2000 Chibuluma Mines Plc Off South Downs Airport Road, Lufwanyama P.O. Box 260499 Tel: +260 (212) 749 – 333/777/110 Fax: +260 (212) 749799/749299 E-mail: bsinkala@chib.com.zm Website: www.metorexgroup.com Quoted on 22nd December, 1999 Copperbelt Energy Corporation Africa Plc 2 nd floor Green City Plot 2374, Kelvin Siwale Road, P.O Box 320125 Lus aka Quoted in 2017 EIZ Properties Plc CL/7 Brentwood drive Longacres Lusaka P.O. Box 51084 (Lusaka) Tel: +260 (211)255161/256205 E-mail: eiz@coppernet.zm Quoted on 9th April 2015 Ikulileni Investments Plc Building 3, Acacia Park Stand 22768. Thabo Mbeki Road P.O. Box 35464 (Lusaka) Tel: +260 (211)370140

5 Fax: +260 (211) 370018 -20 Website: www.stanbic.co.zm Quoted on 18th April, 2015

126 Kansanshi Mining Plc Mine Site Solwezi P.O. Box 110835 Tel: +260 (212) 658000 Fax: +260 (212) 658300 E-mail: sean.whittome@fqml.com Website: www.first-quantum.com/our-business/operating-mines/kansanshi Quoted on 29th June, 1999 (as Cyprus Amax Kansanshi Plc) Konkola Copper Mines Plc Stand M/1408 Fern Avenue Chingola P/Bag KCM (c) 2000 Tel: +260 (211) 350604 E-mail: corporate.communications@kcm.co.zm Website: www.kcm.co.zm Lusaka Securities Exchange Plc See address information under Securities Exchanges above Mopani Copper Mines Plc Corporate Office Central Street Nkhana West Kitwe P.O. Box 22000 Tel: +260 (212) 247012/247847 Fax: +260 (212) 247445 E-mail: mopani@mopani.com.zm Website: www.mopani-copper-mines Professional Insurance Corporation Zambia Plc Finsbury Park, Kabwe Roundabout P.O. Box 34264 Lusaka Tel: +260 (211) 366703 E-mail: customerservice@picz.co.zm Website: www.picz.co.zm Quoted on 24th September 2014 Veritas General Insurance Plc Plot 6/60 Kapingila House Kabulonga Road, Kabulonga Lusaka P. O. Box 31965, Lusaka Tel: + (260) (955) 359 873 Fax: + (260) (211)266366 Email: veritas@veritasgeneral.com Website: www.veritasgeneral.com Quoted on 19th February, 2015

127 Details of Companies with Listed Debt Securities African Banking Corporation Limited (Trading as Atlas Mara Bank Zambia Ltd) See information on Dealers above. Bayport Financial Services - Debt securities listed on 24th April 2014 Plot 68 Independence Avenue Lusaka P.O. Box 33819 Tel: +260 (211) 257243 Fax: +260 (211) 257432 E-mail: jchola@bayportfinance.com Website: www.bayportfinance.com Focus Financial Services Limited - Debt securities listed on 24th April 2014 1 st floor, Building 3 Acacia Park Thabo Mbeki Road Lusaka P. O. Box 345536 Tel: +260 (211) 291310-14 Fax: +260 (211) 291311 Website: www.focus.co.zm Izwe Loans Zambia Limited - Debt securities listed on 15th July 2013 and 1st August 2013 Ground Floor, South Wing Lubuto House, Lubuto Road Rhodes Park P. O .Box 35087 Lusaka Tel: +260 (211) 235273 Email: info@izwezambia.com Website: www.izwezambia.com Madison Finance Company Limited - Debt securities listed on 1st September, 2014 Madison House Plot 318, Independence Avenue Lusaka P. O. Box 34366 Tel: +260 (211)252248/49 Email: customerservice@mfinance.co.zm Website: www.mfinance.co.zm Real Estate Investments Zambia Plc - Debt securities listed on 12th November 2010 (formerly Farmers House) Farmers House, Central Park Cairo Road Lusaka P.O. Box 30012 Tel: +260 (211) 227684-89 Fax: +260 (211) 222906 E-mail: robin.miller@zamsaf.co.zm Website: www.reiz.co.zm

128 Stanbic Bank Zambia Limited Limited - Debt securities listed on 31st October, 2014 See information on Dealers above. Ulendo Road Infrastructure Road Programme (RINP) - Debt securities listed on 11th December, 2015 2 nd Floor, Pangaea Office Park Stand No. 2374 Great East Road, Lusaka P.O. Box 34536 (Lusaka) Tel:+260 (211)291310-14 Fax:+260 (211) 291312 Website: www.focus.co.zm Zambian Home Loans Limited Plot 35370 Garden Plaza, Thabo Mbeki Road Lusaka Post Net Box 301 Tel: +260 211 254325 Email: info@zambiahomeloans.co.zm

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