Securities and Exchange Commission 2023 Annual Report

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Securities and Exchange Commission_2023 Annual Report 2023 Highlights 7% of adult population 529,000+ Investors in the Capital Markets K92 billion+ total savings (2022: K75 billion) 18.7% Savings to GDP ratio 236 No. of Licensees US$200 million Debut Green Bond registered RBS project in effect K89+ million operating surplus (2022: 70 million) 1,600% above target￾expense cover ratio K253 million + in reserves (2022:
163 million)
93% income internally generated
34 staff complement
58% staff costs (2022:
65%)

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Securities and Exchange Commission_2023 Annual Report In this Report
2023 Highlights.................................................................................................................................................2
In this Report....................................................................................................................................................3
About SEC.........................................................................................................................................................5
Chairperson’s Review.................................................................................................................................... 10
Chief Executive’s Statement......................................................................................................................... 13
Financial Performance of the Commission...............................................................................................16
Staff Complement and staff matters........................................................................................................ 17
Training and Workshops............................................................................................................................19
Corporate Governance .................................................................................................................................. 21
Board Composition ....................................................................................................................................22
Board Meetings..........................................................................................................................................23
Committees and Committee Membership ...............................................................................................27
Audit Function........................................................................................................................................... 30
Commission Secretary ............................................................................................................................... 31
Board Performance Self-Evaluation.......................................................................................................... 31
SEC Commissioners in 2023 ................................................................................................................. 24
SEC Management in 2023 .....................................................................................................................38
Report on regulatory and operational efficiency .......................................................................................43
Extent of implementation of the Commission’s oversight function and their effectiveness .............. 44
Cost Savings resulting from the Commission’s Operations.................................................................... 44
Cost to the Nation for not having the Commission ................................................................................ 44
Actual and Projected efficiencies the Commission has achieved as a result of the continuing
regulatory activities .................................................................................................................................. 45
Nature of the working relations with Capital Market Operators........................................................... 45
Immediate and Projected capabilities of the Commission ..................................................................... 46
Operational Activities....................................................................................................................................47
MARKET SUPERVISION AND DEVELOPMENT..........................................................................................47
MARKET DEVELOPMENT ACTIVITIES.................................................................................................. 48
Capital Markets Master Plan (CMMP)................................................................................................ 48
Green and Sustainable Finance Activities: ......................................................................................... 48
National Financial Inclusion Strategy (NFIS).......................................................................................50
National Strategy on Financial Education for Zambia (NFSE)...........................................................50
2023 Financial Literacy Week ............................................................................................................... 51
Commemoration of World Investor Week 2023................................................................................. 51
Chartered Institute of Securities and Investments (“CISI”) partnership milestones...................... 51
Monthly Town Hall Meetings...............................................................................................................52
Harmonization Of Regulatory Sandboxes ..........................................................................................52
97th Lusaka Agricultural and Commercial Show .................................................................................53
Participation in the Zambia International Trade Fair (ZITF)............................................................. 54
Developing Zambia’s Subnational Revenue Bonds Project.............................................................. 54
MARKET SUPERVISION.........................................................................................................................55
Universe of Capital Markets Operators...............................................................................................55

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Securities and Exchange Commission_2023 Annual Report
Issuers of Registered Securities...........................................................................................................57
Collective Investment Schemes .......................................................................................................... 58
Licenses..................................................................................................................................................59
Surveillance and complaints handling.................................................................................................59
Risk-Based Supervision........................................................................................................................ 60
ENFORCEMENT AND LEGAL SERVICES.................................................................................................... 64
Investigations ........................................................................................................................................65
Enforcement......................................................................................................................................... 66
Litigation............................................................................................................................................... 66
Regulatory Developments................................................................................................................... 66
Corporate Affairs ..................................................................................................................................67
Regulatory Compliance ........................................................................................................................73
Sustainability Agenda ...........................................................................................................................74
MARKET TRANSACTIONS......................................................................................................................... 76
2023 Financial Statements.............................................................................................................................78
APPENDICES................................................................................................................................................. 130
Appendix I ................................................................................................................................................130
Corporate Address and Contact Details .................................................................................................130
Appendix II ................................................................................................................................................131
List of Authorised Capital Market Players as at 31st December, 2023 ....................................................131
Securities Exchange Licenses..............................................................................................................131
Dealer’s Licenses ..................................................................................................................................131
Dealer’s Representative Licenses ...................................................................................................... 132
Investment Adviser’s License............................................................................................................. 137
Investment Adviser’s Representative License.................................................................................. 137
Appendix III ..............................................................................................................................................138
Contact Details of Capital Market Players ..............................................................................................138
Securities Exchanges contact details ................................................................................................138
Dealers’ Contact Details......................................................................................................................138
Investment Advisors’ Contact Details ...............................................................................................144
Recognised Self-Regulatory Organisations ......................................................................................144
Listed Companies’ contact details .....................................................................................................145
Quoted Companies’ Contact Details..................................................................................................150
Details of Companies with Listed Debt Securities............................................................................ 152

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Securities and Exchange Commission_2023 Annual Report 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 Values The Commission depends on the following core values in the performance of its staff by which their conduct and behaviour is anchored:

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Securities and Exchange Commission_2023 Annual Report Sustainability The Securities and Exchange Commission has over the past few years made commendable strides in its sustainability agenda. The Capital Markets Master Plan (CMMP) has identified, as a key growth area, the development of regulatory frameworks for new products as well as capacity building across all levels in the market. Thus, the development of a regulatory framework for green financing through the publication, in the Government Gazette, of the Securities (Green Bonds) Guidelines as far back as December 2019 ushered in a new dispensation for the support of sustainable or climate financing. In addition, the Commission, together with the Bank of Zambia, the Pensions and Insurance Authority as well as other cooperating partners such as the Ministry of Green Economy and Environment, the Zambia Institute of Chartered Accountants (ZICA) and the United Nations Biodiversity Finance (Biofin) has set up a Green Finance Mainstreaming Working Group that is engaged in a number of projects that will improve not only reporting and disclosures but will also facilitate improved decision-making by investors interested in supporting the fight against climate change. This indicates the Commission’s support for the new Government’s green growth strategy through the Commission’s focus on green financing. 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. 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;

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Securities and Exchange Commission_2023 Annual Report 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.

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Securities and Exchange Commission_2023 Annual Report 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.

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Securities and Exchange Commission_2023 Annual Report

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Securities and Exchange Commission_2023 Annual Report Chairperson’s Review As Chairperson of the Commission, I am proud to present our 2023 annual report. The Commission’s unwavering commitment to its mandate of protecting investors and developing Zambia’s capital markets is reflected in our strong performance and strategic activities implemented during the year. In line with our governing Act, the Securities Act No. 41 of 2016, the Commission is required 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.

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Securities and Exchange Commission_2023 Annual Report The Commission’s primary oversight function centres on protecting investors in the capital market. As of December 2023, the investor base had grown to over 529,000 participants, representing approximately 7% of the total Zambian adult population. To protect these investors and others that are constantly joining on a daily basis, the Commission has a policy to equip the public with relevant tools needed to play in the market. To this end, the Commission continued to hold townhall meetings in which a number of topics centering around knowledge and skills building relating to investments and risks were covered. This is line with the need to have investors make informed investment choices which is key in the investor protection objectives. To further support this growth and promote market integrity, the Commission has been reviewing the regulatory and policy framework to keep pace with international standards and best practice. In 2023, the Commission launched the Client Service Charter which reinforces our commitment to improving service delivery for the benefit of our stakeholders. Additionally, by entering into bilateral memoranda of understanding, we have strengthened collaborations with other institutions and regulators to address specific concerns and promote best practices within the capital market. In the quest to further develop the markets which is our other core mandate, the Commission launched the Capital Markets Master Plan (CMMP). The CMMP is a comprehensive 10-year long term strategic plan that sets out the framework for Zambia’s capital market development. The steering committee for the CMMP has been appointed and implementation of the plan is now underway. The plan is expected to, among other things, improve the attractiveness of Zambia as a preferred investment destination, strengthen the role of capital markets in supporting the real sectors of the economy and ultimately contribute to achieving the Eighth National Development Plan (8NDP) and successor plans in attaining Vision 2030. The Commission further witnessed the positive result of our unwavering commitment to sustainability, which resulted in the registration and issuance of the country’s debut green bond in 2023. This is a result of collaborative efforts of various stakeholders over the last three years following the Commission’s development and issuance of the Green Bonds Guidelines in December 2019. It is innovative capital markets products such as green bonds that are crucial for financing environmentally friendly projects and promoting a more sustainable future. We are optimistic that this inaugural green bond will pave way for future sustainability driven issuances. In protecting investors and developing the market as highlighted above, the Commission requires adequate financial resources which is the bedrock for meeting other regulatory mandates. The Commission in 2023 continued to prudently manage public resources
by ensuring only approved activities were undertaken and that these were within approved budgets. As one of the promoters of good governance, the Commission leads by example in ensuring its financials are regularly audited. To this end, the Commission is up to date with external audits for all its financial years including the 2023 results included in this report. To achieve all the above, the Commission’s staff have done extraordinary work in the prudent management of resources including embarking on the implementation of the risk-based supervision regulatory framework. These are initiatives that do not only apply resources in the

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Securities and Exchange Commission_2023 Annual Report most efficient way but also address the significant risks that could affect the achievement of the investor protection mandate. Notwithstanding these achievements, the market continued to face regulatory challenges especially coming from the rapidly evolving financial landscape. This required the Commission to balance the need to develop the market and assess and accept the risks associated with innovation such as peer-to-peer products. However, the Commission continued to address these through collaborative efforts with other regulators, stakeholders, law enforcement agencies including enhanced investor education activities and financial literacy programmes. As such, these efforts ensure that the Zambian capital markets remained vibrant and the environment for both investors and issuers was secure. As we look to the future, we are confident that the Commission is well-positioned for continued success. This is backed by a robust strategic plan that is embedded on regulatory excellence, market development excellence, and operational efficiency. The CMMP also outlines a clear vision for the future of Zambia’s capital market and the Commission will continue to work closely with the Ministry of Finance and National Planning to deliver on this plan. In view of our vast responsibility and big plans, our staffing requirements have increased and this has necessitated relocation to bigger premises demonstrating of the Commission’s commitment to employee health and well-being. We remain focused on delivering exceptional results on our mandate and are confident about the opportunities that lie ahead. On behalf of the Commission, I extend my deepest gratitude to the Ministry of Finance and National Planning, all capital market operators and our supporting partners for their continued trust and support in the work that we do. I also thank our employees and fellow Commissioners for their dedication and hard work. I thank you. Ruth Simwanza Mugala (FZICA) BOARD CHAIRPERSON

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Securities and Exchange Commission_2023 Annual Report Chief Executive’s Statement In 2023, the Commission navigated a year of both accomplishments and challenges. We remained committed to fulfilling our dual mandate of investor protection and market development, guided by the Board-approved 2022-2026 strategic plan and the ambitious 10- year Capital Markets Master Plan (CMMP). However, we recognized the ever￾present challenge of ensuring effective operational efficiency while facing limitations in resources. The Chairman’s report has covered several strategic activities and forward-looking plans that the Commission embarked on during
2023. The Commission is
implementing the
Board approved 2022 to
2026 strategic plan and the 10-year Capital
Markets Master Plan, both of which the
Chairperson has covered in detail. These documents continue to guide the Commission’s focus areas for the next 3 to 10 years. We report below the Commission’s operational performance for the year ended 31st December 2023. It is important to start by emphasizing that effective operational efficiency requires appropriate systems, human resources, and adequate rules and regulations. To achieve required efficiencies, prudent utilisation of limited resources is key. The Commission thus continued to allocate the

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Securities and Exchange Commission_2023 Annual Report limited resources to the most important activities in order to deliver on our mandate of investor protection and market development. We are thus proud to report that the Commission continued to maintain a strong financial position with the closing position of the expenses cover ratio exceeding 51 months at 31st December 2023. This level of liquidity is a first in the 30 years of the Commission’s existence and shows that the Commission can continue to operate for over four years beyond the balance sheet date without additional resources being provided. This financial discipline demonstrates our resolve to maximise the effectiveness of every resource at our disposal. With this resource position, the Commission has been able to and will continue to implement its strategic objective of buying or building its permanent offices, operationalise the proposed organisation structure and invest in requisite IT systems such as the SupTech. These are important objectives on which the effectiveness required of the Commission will be built for the achievement of investor protection and market development mandates. In 2023, the limited staffing levels and lack of automated systems were some of the challenges that impacted the smooth delivery on our mandate. The Commission requires adequate human resources to implement the strategic plan activities. The Commission could however not implement a new organization structure due to the required but lengthy approval processes needed for any changes to the Commission’s structure. The lack of a finalized organization structure significantly hindered our ability to recruit and train essential personnel. The Commission, however, made progress by engaging the Emoluments Commission to finalise the rationalization and harmonization exercise which is hoped to be implemented in 2024. The need for more human capital cannot be over emphasized as it is needed to reduce pressure and stress on the existing staff, who are at increased risk of staff burnout. The human capital constraints hampered our ability to fully execute certain strategic objectives. However, the SEC remains committed to finding solutions, including our continued meetings with the Emoluments Commission to ensure the necessary approvals were in place in the 2024 financial year. Despite resource limitations such as staffing challenges as explained above, 2023 saw the SEC deliver on several key strategic initiatives. Our commitment to a strong delivery on our mandate allowed us to successfully launch the Client Service Charter in 2023. This Charter serves as a public commitment to transparent service delivery, further strengthening investor protection measures. The Commission also started the development and implementation of an in-house Complaints Management System (CMS). This will assist with the timely tracking and enhancement of the complaints resolution processes as part of our mandate of investor protection
which partly depends on ensuring investor complaints were efficiently and effectively managed. Of note also is the significant milestones that the Commission achieved in 2023 in our dual core mandate area of market development. The Commission played a pivotal role in the registration of Zambia’s first-ever green bond. The registration of the US$200 million Green Bond was a landmark achievement which signified a step forward in fostering sustainable financing solutions within the Zambian capital markets. To continue to score successes on product development such as been the case with the green bonds area, it is important that the market developed local expertise in capital markets. In this

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Securities and Exchange Commission_2023 Annual Report regard, the Commission has, for a number of years, hosted in partnership with the Chartered Institute of Securities and Investments (CISI), the CISI examinations as an interim measure with the objective of finding a training institution to host CISI exams. It is worth noting that in 2023, ZCAS University received accreditation as a training provider for CISI professional courses. This accreditation represents a major leap forward in building local capacity within the capital markets industry. In a more targeted approach, the Commission during the year held an awareness workshop on Exchange Traded Funds (ETFs) draft Guidelines in a move to broaden the capital markets products base. Finally, we are proud to have hosted a well-attended Capital Markets Supervisory Masterclass, contributing to the ongoing professional development and knowledge base of industry participants. Looking ahead, the year 2024 carries with it a renewed sense of optimism for the future of Zambia’s capital markets. The launch of the CMMP in 2023 signified a collaborative effort between the SEC and the Ministry of Finance and National Planning to implement the long-term roadmap for capital markets development. Following the appointment of the CMMP Steering Committee, the Commission in collaboration with the Ministry of Finance and National Planning hosted the inaugural CMMP Steering Committee meeting. Further, the Commission plans to undertake familiarisation meetings for the CMMP Working Groups and Action Teams. It is envisaged that following the familiarisation meetings, the implementation of CMMP objectives will begin without delay. The SEC will actively participate in implementing this crucial plan, contributing our expertise and resources to its success. Our focus on risk-based supervision will continue in 2024. This approach ensures we allocate resources effectively, targeting areas of greatest potential risk in the market. The procurement and implementation of SupTech solutions will further enhance our supervisory capabilities, allowing us to leverage technology for increased efficiency and effectiveness. To crown it all, all the above activities and initiatives would be in vain without a financially educated investor base. Thus, investor education remains a cornerstone of our mandate. The Commission is committed to empowering investors through ongoing educational initiatives. By equipping investors with the necessary knowledge and skills, the Commission aims to foster a more informed and confident investor base. This report, as required by the Securities Act Number 41 of 2016 as amended, and as reported in the Chairperson’s section, gives an update on the Commission’s performance in 2023. 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 audited financial statements for the year ended 31st December 2023. 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 that to be transparent, the financial results should be timely reported on to the relevant stakeholders. The Commission achieves its investor protection role by ensuring that the K92 billion of savings (about 18% of GDP) is managed by various parties in accordance with the Securities Act and its

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Securities and Exchange Commission_2023 Annual Report Rules and Regulations. In this K92 billion, the significant components include investments in equity on the LuSE, corporate debt, and Collective Investment schemes (CIS) segments of the capital markets. These areas under the regulatory ambit of the Commission, are all important as they demonstrate the capital markets prowess of channelling savings into various economic sectors in Zambia. We now report below the financial performance and the performance of these savings vehicles. Financial Performance of the Commission To safeguard savings made through the capital markets, Government continued to support the Commission in meeting operational costs. The Commission also continued to support Government efforts by generating revenues that support the Commission’s budget implementation. However, as the Commission’s mandate is largely investor protection, financial performance 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 ending 31st December 2023, the Commission recorded an operating surplus of K89,837,465 (2022 – K70,573,680) from a combined income of K144,885,279 (2022- K108,528,899) against total operating costs of K55,047,814 (2022 – K37,955,219). 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 Grant which was fully funded. Reserves The Commission’s accumulated fund (reserves) position at 31st December 2023 stood at K253,730,133 compared to K163,189,668 recorded at 31st December 2022. This increase, as explained above, was due to the trade commission received from both the sell and buy side of the trades 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 reserves position declined as depicted below. However, the position has since changed post 2021 where there has been an upward trend. Income and Expenses During the year ended 31st December 2023, the Commission internally generated 93% of its income while GRZ grant support accounted for 7%. -50000000 0 50000000 100000000 150000000 200000000 2019 2020 2021 2022 2023 Movement in reserves

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Securities and Exchange Commission_2023 Annual Report The Commission major expenses category continues to be employee costs. This is on account of human capital being a significant and key component of our regulatory activities and therefore the key cost driver. For the period to 31st December 2023, the Commission’s total staff costs were 58% (2022 – 65%) of its total expenditure. Being a service-oriented organization that also champions investor awareness and investor protection, the costs related to labour, awareness and governance continue to be the Commission’s major cost elements. Capital Expenditure During the period under review, the Commission’s capital expenditure was as follows:
Type 2023 (K) 2022(K)
Computer hardware 311,747 921,535
Office equipment 30,585 836,123
Office furniture 120,797 328,701
Motor vehicles 6,076,973 -
Total 6,540,102 2,086,359
Staff Complement and staff matters
During the period under review, the Commission’s staff complement stood at 34 compared to 33 in 2022. In addition, the Commission had engaged eight Graduate Trainees, two of whom resigned during the reporting period. The Commission also had two senior staff resign during the year to pursue careers in different finance fields. In line with the 2022 -2026 Strategic Plan, the Board approved a new structure which, once approved by the Emoluments Commission, will increase staff approved positions to 84 from the 44 in the existing structure. The increased staff complement will assist the Commission to effectively meet its mandate of protecting investors in the capital markets as well as to deliver on the Capital Markets Master Plan objectives. During the period under review the Commission conducted a staff satisfaction survey which showed a general staff satisfaction of about 70%. To improve on this, the Commission held employee engagement activities including quarterly staff meetings that are used as part of the staff feedback channels. As part of the employee wellness activities, the Commission held aerobics every Friday afternoon. The approved structure is highlighted below:

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Securities and Exchange Commission_2023 Annual Report 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

Securities and Exchange Commission_2023 Annual Report Training and Workshops The Commission continued to prioritise staff training and capacity building as a deliberate policy to ensure staff are kept aware of the emerging trends in the capital markets environment. The following table indicates the staff members that attended physical and virtual trainings which were deemed critical to the Commission’s operations during the period under review:
No. Course Location Dates Attended By
1 Sustainable Finance-Online Virtual 11 October 2022 - 21 February 2023 Kalima Chaleka, Leah Simasiku and Nonde Sichilima 2 International Introduction to securities & Investments and the Zambia Regulatory￾Online Virtual 6 -10 February 2023 Mutumboi Mundia, Sitali Mwala, Kalima Chaleka, Martin Phiri, Kalonga Sakala, Eugene Chisenga, Reuben Zulu, Lucy Namuchimba, Chikasuka Phiri Jere, Pitney Chipenge, Leah Simasiku, Gertrude Buyungwe, Elsa Volk 3 Financial Investigations - OECD Italy Italy 11 - 25 March 2023 Thomas Thole and Eugene Chisenga 4 Digital Marketing short course Virtual 27 March 2023 Dingase Makumba 5 International Public Sector Accounting Standards￾Livingstone Livingstone 30 to 31st March 2023 Mateyo Lungu 6 IOSCO Sustainability -Kuala Lumpur Malaysia Malaysia 29 April to 4 May 2023 Nonde Sichilima 7 Climate & Disaster Risk Financing -RSA South Africa 24 - 28 April 2023 Benson Mwileli 8 IOSCO cyber resilience – Malaysia Malaysia 7 - 13 May 2023 Leah Simasiku and Sydney Katumba 9 IOSCO PIFS Training/Havard Law school certificate programme for regulators of Securities-Madrid Spain Spain 19th May to 27th May 2023 Gertrude Buyungwe 10 CISI Board Member Training￾Webinar Virtual 05 - 16 June 2023 Paul Nkoma, Diana Shamabobo, Leonard Kalinde, Vasco Sikanyeu, Griven Sikalumbi, Phil Daka, Chileshe Kaoma, Abigail Chimuka, Fanwell Phiri, Mwila K. Zulu, Chishiba Kabungo, Beatrice Mwila, Nicholas Kabaso, Alfred Mwila 11 Advanced certified fraud Investigations -RSA South Africa 26 June - 7 July 2023 Eugene Chisenga, Kalonga Sakala, Chikasuka Phiri Jere, Thomas Thole and Kambole Seta

Securities and Exchange Commission_2023 Annual Report 20 No. Course Location Dates Attended By 12 CIS Familiarisation-RSA South Africa 10 - 15 July 2023 Nonde Sichilima, Chikasuka Phiri Jere, Elsa Volk, Lucy Namuchimba, Reuben Zulu, Leah Simasiku 13 Digital Assets for Regulators program Virtual July -August 2023 Chikasuka Phiri Jere, Kalonga Sakala, Eugene Chisenga, Kambole Seta 14 CISNA Familiarisation Mauritius 25 - 26 August 2023 Ruth Mugala, Brenda Mwanza, Paul Nkoma, Dubholukulu Mulondiwa, Priscilla Mwale 15 ASISA Collective Investment Schemes South Africa 11 -17 September 2023 Gertrude Buyungwe, Reuben Zulu and Lucy Namuchimba 16 Labour law & Industrial Resolutions Training – online Virtual 9 -20 October 2023 Florence Mbwili 17 Understanding Sovereign Credit Ratings – IDEP UNECA Virtual October 2023 Diana Sichone and Chikasuka Phiri Jere 18 Human Resource Management for line Managers – RSA South Africa 30 October - 3 November 2023 Dingase Makumba, Mubanga Kondolo, Bruce Mulenga 19 LAZ-Public procurement Masterclass Lusaka 13 October 2023 Natasha Mwewa, Godfrey Mwenda, Kambole Seta and Thomas Thole 20 Women Leadership Program￾online Virtual 16 October - 23 November 2023 Diana Sichone 21 IMF FINTECH Training - Mauritius Mauritius 30 October - 3 November 2023 Leah Simasiku 22 Zambia Institute of Marketing – Training on Customer Services Virtual 27th October All staff 23 FSCA Familiarisation -RSA South Africa 21 -24 November 2023 Theresa N. Chimbila, Kalonga Sakala, Kambole Seta, Martin Phiri, Pitney Chipenge, Kalima Chaleka Phillip K. Chitalu CHIEF EXECUTIVE OFFICER

Securities and Exchange Commission_2023 Annual Report 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.

Securities and Exchange Commission_2023 Annual Report 22 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 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 within the Board
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. The Board has, since March 2022 and throughout 2023, had Mrs. Ruth S. Mugala as the first ever elected female Board Chairperson. The Board was also comprised of a majority of female representation with four of the seven nominated Members being female.

Securities and Exchange Commission_2023 Annual Report 23 Changes to Board Composition There were three changes to the composition of the Board in 2023 as follows:
Name of Board Member Institution Represented Date of change Reason for change Ms. Mainza Masole Pensions and Insurance Authority 21st September 2023 End of second three-year tenure of office Mrs. Sibajene Zulu Pensions and Insurance Authority 21st September 2023 New appointment to replace Ms. Mainza Masole on the Board 2023 Board Composition During the period under review, the Commission Board consisted of the following Members:
Name of Board Member Institution Represented Position Appointment/ Re-appointment date Tenure of office Mrs. Ruth S. Mugala Zambia Institute of Chartered Accountants Chairperson 16.12.2021 2 nd Mr. Paul Nkhoma Zambia Chamber of Commerce and Industry Vice￾Chairperson
10.03.2021 1
st
Mr. Mulele M. Mulele Ministry responsible for finance Member 29.05.2023 2 nd *Ms. Mainza Masole Pensions and Insurance Authority Member 12.06.2020 *2 nd Mrs. Sibajene Zulu Pensions and Insurance Authority Member 21.09.2023 1 st Ms. Diana M. Shamabobo Ministry responsible for justice Member 02.02.2023 1 st Dr. Leonard N. Kalinde Law Association of Zambia Member 09.02.2022 1 st Ms. Brenda Mwanza Bank of Zambia Member 03.02.2022 1 st Phillip K. Chitalu SEC Chief Executive Officer ex-officio Member

• -

• Ms. Mainza Masole’s tenure of office expired on 11th June 2023. However, she continued in office pending the appointment of Mrs.
  Sibajene Zulu pursuant to section 2(2) of the First Schedule to the Securities Act Board Meetings The Board held four scheduled meetings in March, June, September and December 2023. In addition, the Board held two Special Meetings in November and one in December, respectively, in order to deal with urgent regulatory matters. The following table highlights the Board attendance at the scheduled and special meetings:
  NAME DESIGNATION 17.03.23
  (Scheduled
  Meeting)
  15.06.23
  (Scheduled
  Meeting)
  25.09.23
  (Scheduled
  Meeting)
  14.11.23
  (1 st Special
  Meeting)
  21.11.23
  (2 nd Special
  Meeting)
  14.12.23
  (Scheduled
  Meeting)
  29.12.23
  (3 rd Special
  Meeting)
  Mrs. Ruth S. Mugala Chairperson ✓ ✓ ✓ ✓ ✓ ✓ ✓
  Mr. Paul Nkhoma Vice￾Chairperson
  ✓  ✓   ✓ ✓
  Dr. Leonard N. Kalinde Member ✓ ✓ ✓ ✓ ✓ ✓ ✓
  Mr. Mulele M. Mulele Member  ✓ ✓ ✓ ✓ ✓ ✓
  Mrs. Diana
  Shamabobo
  Member ✓ ✓ ✓ ✓ ✓ ✓ ✓
  Ms. Brenda Mwanza Member ✓  ✓ ✓ ✓ ✓ ✓

Securities and Exchange Commission_2023 Annual Report 24 NAME DESIGNATION 17.03.23 (Scheduled Meeting) 15.06.23 (Scheduled Meeting) 25.09.23 (Scheduled Meeting) 14.11.23 (1 st Special Meeting) 21.11.23 (2 nd Special Meeting) 14.12.23 (Scheduled Meeting) 29.12.23 (3 rd Special Meeting) Ms. Mainza Masole Member ✓ ✓ ✓ ✓ - - - Mrs. Sibajene Zulu Member - - - - ✓ ✓ ✓ Mr. Phillip K. Chitalu Ex-officio Member ✓ ✓ ✓ ✓ ✓ ✓  Ms. Diana S. Sichone (Acting CEO) Ex-officio Member N/A ✓ KEY:
✓ Meeting attended
 Meeting not attended and apology given

• Not a Member of the Board at the material time
  N/A Only able to attend in an acting capacity when CEO is not available SEC Commissioners in 2023 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
  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. 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.

Securities and Exchange Commission_2023 Annual Report 25 Board Vice-Chairperson 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. Commissioner Ms. Mainza Masole Ms. Masole, a social security professional, had been a SEC Board Member since May 2017 until the end of her tenure of office in April 2023. Ms. Masole is the Prudential Supervision Manager – Pensions at the Pensions and Insurance Authority and she represented the Pensions and Insurance Authority on the Board. She chaired the Commission’s Property Acquisition and Development Committee. Commissioner Ms. Sibajene Zulu Ms. Zulu, a Chartered Accountant has been a SEC board Member since September, 2023. Ms. Zulu is the Market Conduct 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.

Securities and Exchange Commission_2023 Annual Report 26 Commissioner Ms. Diana Shamabobo-Majokwe Ms. Shamabobo-Majokwe is a legal practitioner with over 10 years’ experience in the fields of civil litigation, arbitration, negotiation, legal research and legislative drafting. Ms. Shamabobo-Majokwe who holds the position of Principal Parliamentary Counsel in the Department of Legislative Drafting at the Ministry of Justice joined the SEC Board in February 2023 as a representative of the Ministry of Justice. She has, since joining the Board, chaired the Compensation Fund Committee and currently chairs the Property Acquisition and Development Committee. Commissioner Dr. Leonard N. Kalinde Dr. Kalinde, a legal practitioner, has been a SEC Board Member since January 2022. Dr. Kalinde who is the founding partner at the legal firm with the name and style of Messrs Leonard Kalinde and Partners, has over 27 years’ experience at the Zambian legal bar and specialises in the following fields: banking and financial services law; anti-money laundering and terrorist financing law; corporate governance; insolvency and liquidation law; alternative dispute settlement; corporate governance compliance, risk management; the law on derivatives; and technology law and artificial intelligence. Particularly, he 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 at the central bank. She became a member of the Securities and Exchange Commission Board in January 2022, representing the Bank of Zambia and chairs the Licensing 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. She is also a Board member of the Microinsurance Technical Advisory Group.

Securities and Exchange Commission_2023 Annual Report 27 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. Phillip 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). Phillip 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. 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.

Securities and Exchange Commission_2023 Annual Report 28 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 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 2023 was as follows:
COMMITTEE MEMBERSHIP REPRESENTATION MEMBER
LICENSING
COMMITTEE
Board Member representing LAZ and
Committee Chairperson
Dr. Leonard Kalinde
MoJ Representative Mrs. Diana Majokwe
Shamabobo
BoZ Representative Ms. Chanda Punabantu
ERB Representative Mr. Fred Hang’andu and Mr.
Alfred Mwila
PIA Representative Mr. Chishiba Kabungo
Ex-officio Board Member Mr. Phillip K. Chitalu

Securities and Exchange Commission_2023 Annual Report 29 COMMITTEE MEMBERSHIP REPRESENTATION MEMBER 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. Benson Mpalo 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 MoJ Representative Mr. Joe Simachela ZIHRM Representative Mrs. Beatrice N. Mwila and Ms. Adrine Muchimba RISK AND AUDIT COMMITTEE Board Member representing BoZ and Committee Chairperson Ms. Brenda Mwanza Board Member representing PIA Ms. Mainza Masole and Mrs. Sibajene Zulu ZICA Risk Expert Mr. Kapembwa Sindano MoF Representative Ms. Namaambo Kaliyangile and Mrs. Sandra Nakula Kawana LAZ Representative Ms. Matilda C. Kaoma COMPENSATION FUND COMMITTEE Board Member representing MOJ and Committee Chairperson Mrs. Diana M. Shamabobo 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 and Mrs. Sibajene Zulu 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

Securities and Exchange Commission_2023 Annual Report 30 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. 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. The Commission engaged xxx to provide the internal audit function with the Risk and Audit Committee of the Board having an oversight internal audit role to enhance the Commission’s adherence to internal controls, procedures and processes. 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. As the Commission’s external auditors, Grant Thornton did perform the 2023 annual audit and presented 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 as required under law. The financial statements will thereafter be presented to the Minister of Finance as part of the Commission’s Annual Report.

Securities and Exchange Commission_2023 Annual Report 31 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. 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

Securities and Exchange Commission_2023 Annual Report 32 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 of the Board’s performance during the period under review revealed an overall Board’s performance for 2023 of 93.22% which was a slight increase to the 2022 assessment rate of 91.12%. Comparatively, the assessment rates for 2021 to 2016 were 88.21%, 87.34%, 88.55%, 86.32% and 82.75% respectively. The assessment of Time and Location of Meetings remained the lowest rated area at 85.31% whilst the highest rated area was the assessment of Recording/Minute Taking at 98.75%. A comparative analysis of the Board’s performance over the last eight years for which the Board Performance Self-Evaluation has been conducted indicates the following results:
93.33
91.5
89.38
98
98.5
85.31
98.75
91
93.22
70 75 80 85 90 95 100
Board Activity - 93.33%
Mission and Purpose - 91.5%
Governance/Partnership Alignment - 89.38%
Board Organisation - 98%
Administration and Staff Support - 98.5%
Time and Location of Meetings - 85.31%
Recording/Minute Taking - 98.75%
Board Membership - 91%
Overall Board Performance for 2023 - 93.22%
2023 Overall Board Performance

Securities and Exchange Commission_2023 Annual Report 33 Seven of the eight areas assessed indicated a marked increase in performance rates on a comparative basis in the assessment done for 2023 with the overall Board performance recording an increase in performance of 2.1% from 91.12%% in 2022 to 93.22% in 2023. The overall performance of the Board has indicated an upward trajectory from 2020 to date as indicated in the following table:
INDIVIDUAL BOARD COMMITTEE PERFORMANCE FOR 2017 TO 2023 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
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
Table 2.1: Comparative of Board Overall Performance for 2016 to
2023
2016 2017 2018 2019 2020 2021 2022 2023
80
85
90
95
100
2016 2017 2018 2019 2020 2021 2022 2023
Table 2.3: Comparative of Board Overall Performance for 2016 to
2023
Rate

Securities and Exchange Commission_2023 Annual Report 34 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. Compensation Fund Committee Self-assessment The self-assessment of the Compensation Fund Committee revealed that the Compensation Fund Committee’s overall performance for 2023 was 92.56% which was a marginal increase from the 2022 assessment rate of 90.71%. comparatively, the assessment rates for the Committee’s overall performance for 2021 to 2017 were 88.87%, 87.67%, 84.18%, 77.44% and 85.36%, respectively. In this assessment, the highest rated area is Recording/Minute Taking at 98.33% while the lowest rated area is Attendance at 83.33%. The following graph shows the overall performance of the Committee over the last seven years:
Licensing Committee Self-assessment
The self-assessment of the Licensing Committee revealed that the Licensing Committee’s overall performance for 2023 was assessed to be 89.55% which had marginally reduced from the assessment rate for 2022 which was 89.59%. Comparatively, the overall Committee performance as assessed in 2021, 2020, 2019, 2018 and 2017 was 86.28%, 81.92%, 87.71%, 86.16% and 82.38%, respectively. The area that was rated the highest was Committee Membership at 95% whilst the area with the lowest rating was Attendance at 82%. The following graph shows the overall performance of the Committee over the last seven years:
Market Transactions Committee Self-assessment
The self-assessment of the Market Transactions Committee revealed that the Market Transactions Committee’s overall performance for 2023 was found to be at 91% which 75 85 95 2017 2018 2019 2020 2021 2022 2023 Rate Rate 2017 2018 2019 2020 2021 2022 2023 Rate 82.38 86.16 87.71 81.92 86.28 89.59 89.55 75 80 85 90 Overall Licensing Committee Performance Self-Evaluation for 2017 to 2023 Rate

Securities and Exchange Commission_2023 Annual Report 35 represented a 4.33% improvement from the 86.67% that was recorded in 2022. Comparatively, the Committee’s overall performance for 2021, 2020, 2019, 2018 and 2017 were 87.44%, 82.96%, 91.63%, 90.46% and 85.36%, respectively. The area with the highest rating was for Administration and Staff Support at 96% while the lowest rated area was a tie between Committee Member Attendance and Committee Membership, both of which were rated at 88%. The following graph shows the overall performance of the Committee over the last seven years:
Risk and Audit Committee Self-assessment
The self-assessment of the Risk and Audit Committee revealed that the Risk and Audit Committee’s overall performance for 2023 was found to be at 91.1%, an increase from the 2022 assessment rate of 83.85%. The highest rating was made for Recording/Minute Taking at 100% while the lowest rating was for Attendance 65%. Comparatively, the performance rates for the 2021, 2020, 2019, 2018 and 2017 periods at 91.29%, 78.90%, 84.58%, 87.65% and 87.88%, respectively. The following graph shows the overall performance of the Committee over the last seven years:
Staff and Remuneration Committee Self-assessment The self-assessment of the Staff and Remuneration Committee revealed that the Staff and Remuneration Committee’s overall performance for 2023 was 95.80% representing a 5.34% improvement from the 90.46% recorded in 2022. Comparatively, the Committee’s overall performance for 2021, 2020, 2019, 2018 and 2017 were 96.22%, 94.36%. 94.68%, 89.64% and 90.65%, respectively. The highest rated categories were Support for the Committee, Administration and Staff Support, Recording/Minuting and Committee Membership which all scored 96.67% while the lowest rated category was Time and Location of Meetings which was rated at 95%. The following graph shows the overall performance of the Committee over the last seven years:
2017 2018 2019 2020 2021 2022 2023
Rate 85.36 90.46 91.63 82.96 87.44 86.67 91
80
90
100
Market Transactions Committee Self-Assessment for 2017 to 2023 Rate 2017 2018 2019 2020 2021 2022 2023 Rate 87.88 87.65 84.59 78.9 91.29 83.86 91.1 75 85 95 Risk and Audit Committee Self-Assessment for 2017 to 2023 Rate

Securities and Exchange Commission_2023 Annual Report 36 Property Acquisition and Development Committee Self-assessment The self-assessment of the Property Acquisition and Development Committee revealed that the Committee’s overall performance for 2023 was found to be at 90.75%, a marginal increase from the 90.57%, that was assessed in 2023. Comparatively, the overall assessments for the 2018 and 2018 periods was 67.31% and 85.36%, respectively. The highest rating was for Support for the Committee at 100% while the lowest rating was for Recording/ Minute Taking and Committee Membership, both of which were rated at 75%. The following graph shows the overall performance of the Committee over the last seven years:
OVERALL BOARD COMMITTEE PERFORMANCE FOR 2017 TO 2023 PERIOD The following table shows the overall performance of each of the Committees in one table:
2017 2018 2019 2020 2021 2022 2023
Rate 90.65 89.64 84.68 94.36 96.22 90.46 95.8
80
85
90
95
100
Overall Staff and Remuneration Committee Performance Self￾Assessment from 2017 to 2023 Rate 2017 2018 2019 2020 2021 2022 2023 Rate 85.36 67.31 0 90.57 90.75 0 20 40 60 80 100 Property Acquisition and Development Committee Self￾Assessment for 2017 to 2023 Rate

Securities and Exchange Commission_2023 Annual Report 37 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 performance self-evaluation exercise has proved to be a beneficial one as Members are able to make recommendations for improved performance, which recommendations are followed through in subsequent Meetings of the Board. This creates accountability and enables continuous improvement in the operations of the Commission. Diana S. Sichone (Mrs.) COMMISSION SECRETARY 75 80 85 90 95 100 Staff and Remuneration Committee - 95.8% Risk and Audit Committee - 91.1% Property Acquisition and Development Committee - 9.75% Market Transactions Committee - 91% Licensing Committee - 89.55% Compensation Fund Committee - 92.56% Board Committee Performance for 2017 to 2023 2017 2018 2019 2020 2021 2022 2023

Securities and Exchange Commission_2023 Annual Report 38 SEC Management in 2023 During the period under review, the following were the Commission’s Management team in the period under review:
Chief Executive Officer
Phillip K. Chitalu
Phillip, 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). Phillip 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 Diana, 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. Diana 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 Mutumboi, a fellow of the Association of Chartered Certified Accountants (ACCA) and a Certified Expert in Sustainable Financing, had been with the Commission since January 2013 until she left the institution in July 2023. 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. Mutumboi further holds the Introductory Certificate in Arbitration from the UK’s Chartered Institute of Arbitrators.

Securities and Exchange Commission_2023 Annual Report 39 Director – Market Supervision and Development Nonde Sichilima Nonde, a chartered accountant, has been with the Commission since September, 2015. Prior to his promotion to the position of Director – Market Supervision and Development in September 2023, Nonde’s substantive appointment was as Manager – Supervision. 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 Transactions & Investments Bruce Mulenga Bruce 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 Mateyo, 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.

Securities and Exchange Commission_2023 Annual Report 40 Manager – Law Reform and Enforcement Dubholukulu Mulondiwa Dubholukulu, 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 Kambole 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. Manager – Market Supervision Benson Mwileli Benson has been with the Commission since January 2017 until he left the institution in October 2023. 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.

Securities and Exchange Commission_2023 Annual Report 41 Manager -Market Development Dingase Makumba Dingase 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 Mubanga 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. Acting Manager – Market Supervision Leah K. Simasiku Leah has been with the Commission since 2013. She holds a Bachelor of Arts in Business Studies from Greenwich University, a Master of Business Administration (MBA) in Finance from the University of Lusaka, and a Graduate Certificate in Capital Markets from George Washington University. She has further enriched her knowledge through specialized training programs, including the Cambridge Sustainable Finance Course at Cambridge University, the Women’s Leadership Program at the Toronto Centre and also holds the International Global Certificate for Securities Regulators from Harvard Law School/IOSCO.

Securities and Exchange Commission_2023 Annual Report 42 Acting Manager – Market Supervision Gertrude Buyungwe Gertrude has been with the Commission since 2016. She holds a Bachelor of Science degree in Banking and Finance from Copperbelt University and a graduate certificate in Capital Markets from George Washington University’s MI-IFC program. She also holds the International Global Certificate for Securities Regulators from Harvard Law School/IOSCO. Acting Manager – Administration and Procurement Florence Mbwili Florence has been with the Commission from May, 2023. She holds a Bachelor’s degree in Public Administration from University of Zambia and a Masters Degree in Public Management from the University of Queensland in Australia. She is a member of the Zambia Institute of Human Resources Management and a member of the Chartered Institute of Personnel & Development (UK).

Securities and Exchange Commission_2023 Annual Report 43 Report on regulatory and operational efficiency In 2016, the Securities Act introduced provisions that enhanced the accountability of the Commission as a public institution vested with the regulatory powers to protect investors in the capital markets. 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 law and include this information in its Annual Report. In the next section, the Commission reports on each of 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; 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.

Securities and Exchange Commission_2023 Annual Report 44 Extent of implementation of the Commission’s oversight function and their effectiveness The Commission’s overall objective is to implement the dual mandate of investor protection and capital markets development. Section 8 of the Securities Act, in particular, highlights that the Board’s role is 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 provision entails that the Commission’s decision-making function is vested in the Board, which is comprised of Members representing different institutions. Fundamentally, the Board is statutorily mandated to implement the provisions of the Act while the Commission’s Management is there to implement the Board’s decisions.
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 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 possessions and the imposition of administrative sanctions including fines, censures and recompense directives, among others. Cost Savings resulting from the Commission’s Operations 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. This has been done pursuant to one of the Commission’s functions highlighted under section 8(b) of the Securities Act which requires the Board to approve the Commission’s budget estimates to ensure sound financial management structures and processes, including financial, risk management and internal audit controls. Cost to the Nation for not having the Commission In pursuance of its investor protection mandate, the Commission was protecting over ZMW92 billion worth of investments as at 31st December 2023. 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 529,000 investors. However, through investments made by pension schemes and other institutional investors, a lot more investors have been able to indirectly invest in the capital markets. It is the Commission’s statutory mandate to protect the 529,000+ investors from having their savings or investments lost through fraudulent and other illegal activities by ensuring that issuers 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

Securities and Exchange Commission_2023 Annual Report 45 confidence as well as the capacity of the capital markets to play the important function of savings mobilization. Actual and Projected efficiencies the Commission has achieved as a result of the continuing regulatory activities With the implementation of risk-based supervision (RBS), the Commission has changed its supervisory method from compliance to risk-based. Thus, by focusing on the areas or entities with the highest risk, the Commission is able to efficiently utilise its scarce resources to where they are needed most. As the process of RBS is forward looking, it ensures that risks are managed or mitigated before they crystallise. This has had the effect of increasing compliance by capital market operators which has a corresponding increase in market confidence thus translating into increased capital mobilisation especially in Collective Investment Schemes (CISs) and Corporate Bonds. For the 2023 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. one program/ project implemented in collaboration with stakeholders;
2. 75% of Capital Market Operators aware of regulatory framework supporting new
   products;
3. finalise and launch Client Service Charter;
4. enhance business processes and procedures by ensuring 60% of institutional targets
   achieved by 31 December 2023;
5. improve Human Resource capacity by achieving 70% staff satisfaction level;
6. attain a sustainable funding model by engaging the Ministry of Finance and National
   Planning (MoFNP) for the funding policy; and
7. 100% adherence to the budget annually and attain 70% of the annual budget.
   The Commission was able to successfully implement some of these performance indicators with the exception of the attainment of a sustainable funding model. However, the attainment of a sustainable funding model is one of the objectives of the Capital Markets Master Plan that was launched in February 2023. It is hoped that with the collaboration of different stakeholders including the MoFNP and the market, the Commission will achieve this critical goal. 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.

Securities and Exchange Commission_2023 Annual Report 46 In addition, the Commission has leveraged on its relationships with several cooperating partners to obtain capacity building and other developmental support for several projects being undertaken including the implementation of risk-based supervision with the aid of the Toronto Centre. Immediate and Projected capabilities of the Commission Both the Capital Markets Master Plan (CMMP) and the Commission’s 2022-2026 Strategic Plan highlights the enhancement of regulatory capacity for the Commission as one of the Commission’s objectives. The Commission is implementing a number of projects with cooperating partners such as Toronto Centre, FSDA, UNCDF and BIOFIN that range from capacity building in topical areas including risk-based supervision to the development of regulatory frameworks for new and existing capital markets products. Specifically, the Commission was during the period under review, able to undertake the following projects, which have continued into 2024:

1. Toronto Centre – Long term country engagement on Risk Based Supervision, Financial
   Inclusion and Sustainable Finance;
2. UNDP Biodiversity Finance Initiative (BIOFIN)
   a. Development of a Tagging and Reporting System for the Financial Sector (Mainstream, identify, classify, and mark biodiversity and climate relevant financial products and services in the financial sector, enabling the estimation, monitoring, and tracking of financial flows for green growth); b. Development of the Green Finance Strategy and Implementation Plan (roadmap for the broader green finance mainstreaming agenda); and
   c. Green bond development;
3. UNCDF – Revenue Bond Project aimed at piloting issuance of a green revenue bond by a
   local authority in Zambia;
4. Financial Sector Deepening Africa - Development of Nature Regulatory Map for Nature
   related risks (this is being implemented by FSDA, SEC and BoZ); and
5. Chemonics Egypt – Renewables project pipeline to actualize renewable energy project
   opportunities in Zambia.
   The Commission also took advantage of electronic platforms to enhance the regulatory capacity of Commission staff with 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 2023 have ensured that the Commission is always in tune with current developments in the capital markets space. Phillip K. Chitalu CHIEF EXECUTIVE OFFICER

Securities and Exchange Commission_2023 Annual Report 47 Operational Activities In 2023, the Commission continued to implement activities aimed at ensuring that capital markets contributed to the economic development. In undertaking its investor protection mandate, the Commission ensures that the markets are free, fair and transparent by requiring 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. The Commission’s operational activities are undertaken through its operational directorates namely

• The Directorate of Market Supervision and Development (“DMSD”)
• The Directorate of Enforcement and Legal Services (“DELS”)
• Directorate of Finance and Administration (“DFA”)
  MARKET SUPERVISION AND DEVELOPMENT
  In 2023, the Commission prioritized the launching and implementation of the Capital Markets Master Plan (“CMMP”), as well as progressing key Commission projects as follows:
• Capital Markets Master Plan (“CMMP”): CMMP was launched by the president in 2023,
  and significant progress made towards establishing the governance structures in readiness for implementation.
• Risk-Based Supervision (“RBS”): the Commission focused on activities to implement RBS
  in the Zambian capital markets.
• Regulatory Sandbox Project: the focus was on graduating sandbox participants with a
  view to assessing readiness for deployment of solutions to the public.
• Green Bonds Project: Efforts directed towards establishment of the green finance unit
  and implementing activities to green the Zambian financial services sector. 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:
   Presidential launch of Capital Markets Master Plan on 23rd February, 2023. This key milestone opened the way for implementation activities to commence;  First Prize for the Best Climate Action exbibit and the Third Prize for Best Climate Awareness exhibit at the Lusaka Agricultural and Commercial Show;  Finalised the contracts for Secured financial and technical support from the United Nations Development Programme/Biodiversity Finance Initiative for three teams of consultants to provide assistance in various initiatives (including the green bonds project) under the Green Finance Mainstreaming Working Group; and  Attended the United Nations Framework Convention for Climate Change (“UNFCCC”) Conference of Parties 28th Meeting (COP 28) in November and December 2023 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. 2023 did have its own challenges which required resilience and innovation on the part of the Commission. Key was the need to navigate the ongoing organisational re-structuring and

Securities and Exchange Commission_2023 Annual Report 48 rationalizing of emoluments for the Commission spearheaded by the Cabinet Office and Emoluments Commission respectively. These priority activities have a direct bearing on enhancing ability of the Commission to deliver on strategic activities especially the need to actualize the establishment of a specialized units across the Commission such as the CMMP Unit, the green/sustainability coordinating unit, the Innovation and Sandbox Units. Another area of challenge was the slow progress on the acquisition of Supervisory technology (“SUPTECH”) to aid the Directorate’s work. This had an impact on the roll out of RBS across capital markets as certain data collection and information capabilities could not be undertaken without systems. The Commission will, in 2024, prioritise these areas to ensure these resourcing challenges are addressed. The Directorate activities are organized along two key units

• Market Development: responsible for investor protection through investor
  education and awareness. The unit also oversees the Commission’s financial inclusion agenda, financial education activities, Green Bond Development, Regulatory Sandbox and is the key anchor point for the implementation of the Capital Markets Master Plan.
• Market Supervision: responsible for ensuring that Zambian capital markets are
  properly supervised primarily through implementation of the Commission’s Risk Based Supervision Project. We discuss below the work streams of the above units. MARKET DEVELOPMENT ACTIVITIES Capital Markets Master Plan (CMMP) In 2023, the Commission recorded progress towards cementing the formation structures and steps required for the successful implementation of the CMMP in the period under review. The Commission and the Ministry of Finance and National Planning (“MoFNP”) who are the Joint Secretariat for the CMMP focused their attention on advancing the afore-mentioned as follows:
  ❖ Establishment of the Working Groups – the five (5) CMMP working groups for the five development areas have been established. ❖ Appointment of Action Teams – through a public call for expressions of interest issued by the SEC, one hundred and fifteen (115) stakeholders registered their interest to support the CMMP’s implementation. The engagement of Action Teams shall be executed through the Public Private Dialogue Forum’s governance and implementation structures. ❖ Creation of the CMMP Coordinating Unit – The Commission and the Ministry of Finance and National Planning, in collaboration with the Emoluments Commission worked towards the secondment of staff resources from the MoFNP, Bank of Zambia and Pensions and Insurance Authority. Green and Sustainable Finance Activities:
  As part of its vision, the Commission seeks to “Position Zambia as a Global Green Investments Hub”. The Commission has, therefore, focused on sustainability as one of its core values and is pursuing various initiatives to ensure capital markets make their rightful contribution to the fight against climate change, whilst striving for economic development. To this end, the following are the key developments and activities undertaken by the Commission:

Securities and Exchange Commission_2023 Annual Report 49 (1) Registration and subsequent issuance of Zambia’s debut Green Bond by CEC Renewables Limited: CEC Renewables Limited registered a US$200 million Green Bond, structured as a programme whose proceeds will accelerate the actualisation of ambitions to generate at least 200 MW of renewable energy and specifically solar energy with possible storage implementation. The first tranche of US$54 million (Issued post year end in January 2024) was oversubscribed. (2) Green Finance Mainstreaming Working Group Projects: The Commission is the Secretariat of the Green Finance Mainstreaming Working Group, which is a collaborative working group comprised of the financial sector regulators i.e. the SEC, the Pensions and Insurance Authority and the Bank of Zambia and also includes other members being UNDP Biofin Zambia, WWF Zambia, the Ministries of Finance and National Planning and Green Economy and Environment and the Zambia Institute of Chartered Accountants. The working group is undertaking the following key projects aimed at ensuring mainstreaming of green finance into Zambia’s financial sector:
(i) Development of a Tagging and Reporting System for the Financial Sector (the objects of this project are to mainstream, identify, classify, and mark biodiversity and climate relevant financial products and services in the financial sector, enabling the estimation, monitoring, and tracking of financial flows for green growth); (ii) Development of the Green Finance Strategy and Implementation Plan. (the objects of this project are to formulate a roadmap for the broader green finance mainstreaming agenda); and (iii) Green bond market development consultancy activities (the objects of this project are to develop a sectoral green bond taxonomy for Zambia and a web based Green Bond Investment Portal for Zambia, including, technical assistance such as handholding support for potential issuers looking to issue a green bond). (3) Other SEC initiatives in the green finance space include:
(i) Subnational Revenue Bonds Project: this project is being implemented in collaboration with the United Nations Capital Development Fund and aims to spur development in the issuance of municipal bonds by local councils in Zambia. (ii) Development of a regulatory road map for nature related risks: this project is being implemented in collaboration with the Financial Sector Deepening Africa (FSDA) to ensure that nature related risks are incorporated in the regulatory landscape in Zambia for the financial sector. (iii) The creation of a Green and Sustainable Finance Coordinating Unit: The Commission is working to finalise the creation of a green and sustainable finance coordinating unit to coordinate and synergise activities related to sustainability within the institution and the broader sustainable finance ecosystem. This is all aimed at helping position Zambia as a preferred Global Green Investments Hub. The UNDP Biofin has already seconded one (1) resource to support the unit.

Securities and Exchange Commission_2023 Annual Report 50 National Financial Inclusion Strategy (NFIS) As part of the development process for the National Financial Inclusion Strategy (NFIS) phase II, the Commission was assigned to lead consultations and drafting of the Inclusive Green Finance / Climate Change Thematic Area, a key pillar (among others) that has been identified as critical towards progressing the financial inclusion agenda for Zambia. With respect to the above, a series of consultation meetings were undertaken for the respective thematic areas and as such, the Commission in collaboration with the Ministry of Finance and National Planning undertook a stakeholder consultative meeting on the Inclusive Green Finance / Climate Change thematic area. National Strategy on Financial Education for Zambia (NFSE) The National Strategy on Financial Education (NSFE) II for Zambia, 2019-2024 sets out the framework for providing financial education to the Zambian population with the overall strategic objective to have a Zambian population that has improved knowledge, understanding, skills, motivation, and confidence to help them secure positive financial outcomes for themselves and their families by 2024. The SEC under the appointment of the Ministry of Finance and National Planning oversees, as Secretariat, the Sub-Working Group for Youth and as part of its mandate, ensured the convening of stakeholder meetings on a quarterly basis. The meetings were meant to collate implementation of programmes identified under the NSFE II. In the period under review, the NSFE II sub-working group for Youth was held on 22nd August
2023. The Working Group gained traction by canvasing the interest of critical stakeholders such
as the Business Studies Teachers Association of Zambia now holding the chairmanship, and University Students’ Association with the University of Lusaka Economics and Business Association (UNILEBA) President now holding the Co-Chairmanship. The Student Associations that were on-boarded included the University of Zambia Business and Economic Association (UNZABECA), Copperbelt University Economics Association (CUEA) and ZCAS Economics and Business Association (ZCASEBA). Other members of the sub-working group included the Pensions and Insurance Authority (PIA), Bank of Zambia (BOZ), Capital Markets Association of Zambia (CMAZ), National Youth Development Council (NYDC), Financial Sector Deepening Zambia (FSDZ) and Future. Participants at the NSFE Meeting

Securities and Exchange Commission_2023 Annual Report 51 2023 Financial Literacy Week The Commission alongside the Ministry of Finance and National Planning, the Bank of Zambia and the Pensions and Insurance Authority commemorated the 2023 Financial Literacy Week “FLW” under the theme Plan Your Money, Plant Your Future”. As a core-spearheading implementor of the FLW, the Commission in collaboration with the Capital Market Association of Zambia assumed the responsibility to lead the coordination of activities in the Eastern Province of Zambia. Commemoration of World Investor Week 2023 The Securities and Exchange Commission (SEC) organized the 7th annual World Investor Week (WIW) from October 2nd to 14th, 2023, as part of a global initiative led by International Organization of Securities Commissions (IOSCO) to promote investor education and protection. The WIW was commemorated under the theme ‘Cultivating Resilience and Wise Habits: A Smart Investor avoids Fraud’. In Zambia, the SEC collaborated with various stakeholders such as the Capital Markets Association of Zambia, the Lusaka Securities Exchange Plc, stockbrokers, fund managers, and Government agencies to coordinate and implement WIW activities, aiming for maximum outreach and impact. The week’s events included:

• The inauguration of the WIW by the Hon. Minister of Finance and National Planning, Dr.
  Musokotwane Situmbeko MP, on national television.
• Essay writing competition.
• Investor awareness exhibition.
• Inter-university debate attended by Livingstone City Mayor, Ms. Constance Nalishebo
  Muleabai. Winners of the debate competition were:
  o Solwezi College of Education (1st prize); o Evelyn Hone College of Applied Arts and Commerce (2nd prize); o Malcom Moffat College of Education (3rd prize); and o Zambia Catholic University (4th prize).
• Robust social media campaign.
  Chartered Institute of Securities and Investments (“CISI”) partnership milestones The SEC/CISI partnership was signed in August 2016 through the execution of a Memorandum of Understanding, with a view to provide an effective framework for collaboration between the parties in the development of a formal certification programme for the capital markets sector practitioners. Two key milestones were achieved under this partnership in 2023 namely:
• Accreditation of ZCAS University as a CISI training provider: The SEC achieved a key
  milestone on 29th November 2023 when ZCAS University received accreditation as a training provider. This entails that the professionals wishing to attain chartered qualifications for securities industry can now access the training locally through ZCAS University.
• Accreditation of the Commission as a CISI Test Centre: Under the partnership, the SEC
  and CISI have collaborated to establish a framework for CISI assessments and creating a Testing Centre to facilitate undertaking of exams. In the period under review, there was participation by SEC Staff and some of the Commissioners who attended training for the following two CISI courses:

Securities and Exchange Commission_2023 Annual Report 52 (i) Phase 1: International Introduction to Securities and Investment (Africa); and (ii) Phase 2: Local Regulatory Assessment Module. Monthly 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 meetings were undertaken monthly throughout the year under the following topics:

• January 2023: The Enforcement Programme of the
  Securities and Exchange Commission
• March 2023: “Regulators Perspective’’ of the
  Capital Markets Master Plan
• April 2023: Unregulated Financial Product
  Offerings
• May 2023: What Steps to Take to Avoid Being
  Scammed
• June 2023: Innovations that are in the capital
  markets
• July 2023: The ABC's of investing in the Capital
  Markets
• August 2023: Your Investing Options in the Capital
  Markets with a Focus on How to Invest in Shares
• September 2023: How to Invest in Shares
• October 2023: Your Investing Options: Collective
  Investment Schemes
• November 2023: Cultivating Resilience and Wise
  Habits: A Smart Investor avoids Fraud
• December 2023: Financial Planning as the Gateway
  to Achieving Financial Freedom in 2024

Through these Townhall meetings, the Commission reached approximately 7,400 people through both the zoom and the Facebook platforms. Harmonization Of Regulatory Sandboxes The Commission undertook an offsite workshop to explore mechanisms for a harmonized sandbox and collaborative framework for the supervision of Fintechs. Discussions were centered around the following areas:
(i) Overview of the Regulatory sandboxes: Presentations highlighting progress, challenges and lessons were made by the BoZ, PIA and SEC. (ii) Principles and frameworks for harmonization and collaborative supervision: This session centered on considerations that would form a basis for a Report and recommendations and as such delved into key elements such as objective setting, the sandbox structure and Institutional / Implementation arrangement.

Securities and Exchange Commission_2023 Annual Report 53 97th Lusaka Agricultural and Commercial Show The SEC took part in the 97th Lusaka Agricultural and Commercial show and exhibited under the theme “INCLUSIVE ECONOMIC TRANSFORMATION” which resonated with the Capital Markets Master Plan Mission To create efficient, transparent, effective, safe, innovative, Inclusive and sustainable capital markets which formed a good basis for explaining the theme. SEC won for the second time in a roll, the 1 st prize for the Best Climate Action exbibit and the 3 rd prize for Best Climate Awareness exhibit. 1 st Place Best Climate Action exbibit Award 3 rd Place Best Climate Awareness Exhibit Award

Securities and Exchange Commission_2023 Annual Report 54 Participation in the Zambia International Trade Fair (ZITF) The ZITF is renowned as the largest International Exhibition in the country recording over 800 local and international exhibitors and 130,000 patrons in the 2023 exhibition. It was therefore envisaged that participation in such an activity will present an opportunity for stakeholder engagements with high level networking aside the obvious brand visibility and good corporate citizenship. Permanent Secretary, Ministry of Tourism Evans Muhanga visiting the SEC stand. Developing Zambia’s Subnational Revenue Bonds Project The Commission is working with the United Nations Capital Development Fund (UNCDF) to develop Zambia’s domestic capital market to spur local development. The first instrument identified under this project is the Subnational Revenue Bonds. To develop capacity and increase awareness, SEC and UNCDF held a joint workshop on subnational revenue bonds at the Pamodzi Hotel in Lusaka in July 2023. The one-and-a-half-day workshop brought together key stakeholders, including senior government officials, local authorities, and development partners. The workshop centered on strengthening the domestic capital markets and exploring the potential of subnational revenue bonds to finance local development. The aim of the workshop was to raise

Securities and Exchange Commission_2023 Annual Report 55 awareness about revenue bonds issued in local currency for municipals and sub-national entities, highlighting their potential as a viable financing alternative for local authorities. Furthermore, local councils were invited to present projects within their pipeline that could serve as models for future revenue bond issuances. The Workshop was graced by the Permanent Secretary of the Ministry of Local Government and Rural Development – Administration, Mr. Maambo Haamaundu and was attended by six local Authorities who presented, in a session dubbed ‘the Market Place’, projects that could be considered for funding through sub-national revenue bonds. A key outcome of the workshop was the creation of a National Task Force for Revenue Bonds to ensure discussions from the workshop were owned and carried forward by key decision-makers and stakeholders involved in the bond issuance process. The proposed composition of the Task Force is as depicted in the table below:
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.

Securities and Exchange Commission_2023 Annual Report 56 Capital Markets regulatory universe The details of the capital markets operators including their contact details are included in Appendices II and III. 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 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:
CAPITAL
MARKETS
OPERATORS
Issuers
Listed
Companies
(23)
Quoted
Companises
(10)
Corporate
Bond Issures
(11)
Dealers licenses
(34?)
Brokers
(XX)
Bank
Dealers
(XX)
Fund
Managers
(9)
Custodians
(2)
Dealers
Representatives
(XXX)
Financial
Market
Infrastructures
Securities
Exchanges
(x2)
Clearing and
Settlement
Agencies
(x1)
Self-Regulatory
Organisations\
(x2)
Investment
Advisors
Investment
Advisors
Representatives
Regulatory
Sandbox
Participants
(X4)
Authorised
Funds Collective
Investment
Schemes
(10)
Private
Equity
Funds
(2)

Securities and Exchange Commission_2023 Annual Report 57 Market Supervision core activities 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. These returns 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. Issuers of Registered Securities The Commission’s focus of supervision is to ensure that issuers of registered securities provide adequate information and disclosures to investors, which information is relied upon to make investment decisions. Full disclosure to all investors ensures that there is no information asymmetry which is detrimental to the Commission’s mandate of ensuring transparent, orderly and efficient capital markets. As of 31st December 2023, the number of issuers stood at 44, with 45 instruments having been registered. N U M B E R O F I S S U E R S Class of securities Number of issuers Number of securities registered Listed equities* 22 23 Quoted equities 11 11 Corporate Bonds* 11 11 Number of issuers/ Securities* 44 45 Note: One issuer REIZ has registered two securities (two listed share securities and one corporate Bond). Internal control over financial reporting (“ICOFR”) In a bid to enhance financial reporting among issuers, the Commission continued to encourage the implementation of appropriate internal controls frameworks among issuers through the Securities (Internal Control Over Financial Reporting (ICOFR)) Guidelines issued in 2019 with a 5- year transition period effective 2019 to 2023 with the first year of full implementation in 2024. SEC and ZICA established a working group to implement ICOFR. 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

Securities and Exchange Commission_2023 Annual Report 58 During the year ending 31st December 2023, the SEC-ZICA working group held various meetings discussing the ICOFR implementation status considering the concerns raised during the various stakeholder engagements. After obtaining a no objection from ZICA to make changes to the Guidelines, the working group made proposed changes and comments to the Guidelines with the aim of issuing them to the market for comments within 2024. Collective Investment Schemes Collective Investment Schemes (CISs) remain a prime area of focus for the Commission as this is a product that is best suited to promote financial inclusion among Zambians. Secondly, the CIS space has seen significant growth over the past five years with Assets Under Management (“AUM”) increasing year on year. Below is a snapshot of the CIS industry at 31st December 2023. Snapshot of the Collective Investment Schemes Collective Investment Schemes – A SNAPSHOT AT DECEMBER 2023 Total CIS Assets Under Management ("AUM") closed at K2,417 million in December 2023, an increase of 43% from 2022. K2,045 million was invested locally, an increase of 37% . K372 million invested in foreign CISs, an increase of 93%. 475,461 investors across 11 local umbrella funds comprised of 62 sub-funds, a representation of 75% increase from December 2022. 328 investors in 25 foreign CISs, an increase of 7%. This growth in assets under management for local CISs was largely driven by growth in contributions by new investors (as noted from the 75% increase in investor numbers) and existing investors and foreign exchange gains in dollar denominated assets under management (driven by the appreciation of US dollar against kwacha from K18.10/US$ at December 2022 to K25.74/US$ as at December 2023). The sector reached a significant milestone of K2 billion in assets under management in August 2023. The number of local authorised CISs remained at nine (9). In terms of deployment of AUM, 81.92% of the local CIS AUM were invested in Real Estate, Term Deposits, Other CISs and GRZ Bonds (Refer to Figure below). Distribution of AUMs by Assets at Dec 2023 LISTED EQUITIES UNLISTED EQUITIES 6.84% 0.85% GRZ BONDS 17.63% LISTED BONDS 0.68% UNLISTED CORPORATE BONDS TREASURY BILLS 0.58% 1.20% FIXED TREASURY BILLS 0.05% TERM DEPOSIT 32.68% COMMERCIAL PAPER 3.88% REAL ESTATE 17.93% INVESTMENTS IN COLLECTIVE INVESTMENT SCHEMES 13.68% LOANS & ADVANCES 0.27% DUE FROM RELATED PARTIES 0.27% ACCOUNTS RECEIVABLES & OTHER ASSETS 0.72% BANK BALANCES 2.75%

Securities and Exchange Commission_2023 Annual Report 59 The list of fund managers for collective investment schemes is included in Appendix II. Licenses The Commission issued 33 licenses in the year to December 2023 bringing the total number of licenses to 236. As of 31st December 2022, there were 217 licenses in issue. The movement in the number of licensees by category for the year ending 31st December 2023, is provided in the table below:
Table 31: Movement in number licensees
License type At January
2023
Issued
Cancelled/
Revoked/
Surrendered
At
December
2023
Credit Rating Agencies 1 - - 1
Dealers 35 - -4 31
Dealer’s Representatives 142 20 -6 156
Investment Advisors 13 5 - 18
Investment Advisors representatives 24 6 -4 26 Share Transfer Agencies 0 1 - 1 Clearing and Settlement Agencies 0 1 - 1 Securities exchanges 2 - - 2 Total 217 33 -14 236 Surveillance and complaints handling Market Surveillance 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. Surveillance activities also include the Commission attending Annual General Meetings (“AGMs”) for listed entities and local CISs in an observer capacity. The goal is to ensure that there are no market malpractices being perpetrated in the capital markets. The Commission made the following observations with regards to AGMs held during the year:

• Attendance: AGMs were held either physically, virtually or in most cases a combination
  of both (hybrid). Most issuers were able to hold their AGMs.
• Investor Participation: The adoption of hybrid meetings, saw the increased participation
  for shareholders residing outside Lusaka. Most of the AGMs were engaging and it appears that most investors seemed well involved in the monitoring of the performance of the companies in which they have invested. Complaints For the year 2023, the Commission received a total of 21 complaints with three additional complaints that had been carried forward from the previous year. Ten (10) complaints were closed.

Securities and Exchange Commission_2023 Annual Report 60 The table below shows a summary of complaints that were handled by Market Supervision during the year 2023. Risk-Based Supervision From the time the Commission launched the Risk Based Supervision (“RBS”) in the Zambian capital markets on 5 th April 2022, it has 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. The Commission uses three broad steps as depicted in the diagram below:
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

Securities and Exchange Commission_2023 Annual Report 61 In 2023, focus was on rolling out RBS to the capital markets premised on three thematic areas namely the – (i) Supervisory plan – How the Commission will undertake supervision of CMOs to manage risk. (ii) Capacity building – to ensure the Commission, CMOs and stakeholders have adequate capacity to enable implementation of RBS in Zambia. (iii) Stakeholder & Public Relations: Ensuring the Commission implements the RBS Communications Strategy. Supervisory Plan: The Supervisory plan sets out the Commission’s focus for managing risk arising in capital markets and ensuring there adequate risk management and mitigation. In 2023, the Commission’s focus was on undertaking risk assessments of CMOs in line with the RBS Policy. The Supervisory plan covered three (3) critical activities:
(1) Preliminary Risk Assessments: The Commission issued self-assessment questionnaires

Licensing,
Registration,
Authorisation &
Recognition of CMOs
Issuing statutory instruments, directives, guidance notes, guidelines and other regulations Conducting Surveillance & Off-site monitoring Enforcement and supervisory actions Inspections & Investigations Investor education and awareness campaigns, Complaints handling

Securities and Exchange Commission_2023 Annual Report 62 (“SAQs”) to the CMOs in order to have a preliminary risk assessment of the market. The Commission further undertook validation meetings for the submitted questionnaires to update the Risk Profiles of these entities. (2) Issuance of Risk Management Guidelines (“RMGs”): Consultations and stakeholder engagements were held with stakeholders and by Q4 2023, the RMGs were finalised and issued in Q1 of 2024. (3) Issuance of Corporate Governance Guidelines (“CGGs”): This work remains on-going as the Commission focussed on issuing the Risk Management Guidelines. It is a key focus area for 2024. Capacity Building and Stakeholder relationship management: The capacity building plan sets out the Commission’s focus for building capacity across capital markets. The Commission undertook the following capacity building activities in 2023:
(1) Quarterly RBS Engagements – The Commission held quarterly and other periodic RBS engagements on various topics regarding RBS and its implementation.

Securities and Exchange Commission_2023 Annual Report 63 (2) RBS Internal Training for SEC Staff – The Commission also held an RBS internal staff training. The two-day workshop helped equip and prepare the teams for the SAQ validation onsite meetings. (3) Supervisory relations RBS Masterclass - The Commission held an RBS masterclass in Livingstone on 14th and 15th November 2023 which focused on two topics: Supervisory relations and Risk vs Compliance.

Securities and Exchange Commission_2023 Annual Report 64 RBS Supervisory Relations Masterclass held at Radisson Hotel, Livingstone The masterclass was facilitated by Dr. Aute Kasdorp a specialist in Supervision Strategies based in the Netherlands. The masterclass was attended by 40 capital market operators, and provided an opportunity for interaction between the SEC and CMOs who participated actively during the sessions and the interactive breakout sessions, role play etc. The masterclass was one of the activities used by the SEC in 2023 under its initiative to improve stakeholder relationships with capital markets operators in light of the implementation of Risk Based Supervision in the Zambian Capital Markets. In addition to the above, the Commission continued to hold one-on-one engagements with CMOs on topical issues such as Internal Controls over Financial Reporting, AML/ CFT issues, annual reporting and other continuing obligations. This was done to enhance the risk management practices among CMOs. ENFORCEMENT AND LEGAL SERVICES Following the enactment of the Securities (Amendment) Act No. 21 of 2022 in December 2022, the Commission started 2023 with strengthened regulatory framework. The Commission undertook a number of public sensitisations on the contents of the amendment Act. The year was dotted with other notable events such as the signing of Memoranda of Understanding with the Zambia Information and Communications Technology Authority (ZICTA) and the National Anti-Terrorism Centre (NATC), respectively, reverberating the Commission’s commitment to promoting mutual cooperation and consultation with other regulatory authorities in a bid to enhance efficiency in the performance of respective regulatory and

Securities and Exchange Commission_2023 Annual Report 65 supervisory mandates. Further, the Commission launched its Service Charter which reinforces the Commission’s efforts to improving service delivery for the benefit of our stakeholders and demonstrates the Commission’s allegiance to its goal of providing stakeholders in the capital markets with quality, courteous, informative, and timely service. Operational functions of the Directorate The Directorate performs four key functions as tabulated below:
Core operational functions of DELS
Investigations
In the year under review, the Commission investigated twenty-three (23) cases, of which fourteen (14) had been successfully concluded and ten (10) had been carried forward and targeted for completion in 2024. This demonstrated the Directorate’s commitment to resolving matters promptly in line with the Service Charter. In a bid to achieve efficiency in investigations and enforcement, the Directorate, working with the surveillance unit of the Directorate of Market Supervision and Development as well as the technical expertise of the Commission’s Information Technology team, introduced a Complaints Management System (CMS) which is an electronic register and data storage system of all the matters handled by the Commission. The CMS creates a centralized repository for all information and statistics related to complaints received by the Commission and investigations that have been conducted by the Investigations unit. The CMS represents a technological leap and transition from a manual to an automated system in order to enhance efficiency in data storage and report generation for complaints and other enforcement matters and is the precursor to the supervisory technology system that the Commission plans to procure in 2024. It shall further assist with institutional memory retention and is a key performance indicator for attainment of one of the strategic activities under the

Securities and Exchange Commission_2023 Annual Report 66 2022 – 2026 strategic Plan to enhance business processes and procedures by automating, integrating and re-engineering requisite supervisory and business systems. The Directorate undertook training in a Certified Fraud Examiners (CFE) Preparation Course offered by the Africa Training Academy. The Academy is an accredited training provider endorsed by the Association of Certified Fraud Examiners (ACFE) International. The CFE Preparation Course is a comprehensive program that covers all aspects of fraud examination. It includes instruction on financial transactions and fraud schemes, law, investigation, and fraud prevention and deterrence. The course also includes hands-on exercises and simulations. The training has equipped the DELS Investigation Unit with the latest techniques and best practices in fraud examination and further helped them to advance their knowledge and skills in this field. Enforcement The Commission undertook a total of thirteen (13) enforcement actions resulting in licence revocations, private and public censures, and the imposition of administrative fines. As part of the ongoing commitment to regulatory oversight, the Commission maintained supervisory control over major capital markets operators and extended enforcement actions to rectify non-compliance across the market. Other notable events include the appointment, through publication in the Government Gazette, of the Directorate’s staff as Public Prosecutors enabling the Commission to have the power to prosecute offences committed under the Securities Act without the need to rely on prosecutors from the National Prosecutions Authority. Additionally, the Commission joined the National Task Force on Asset Recovery, an Inter-Agency Framework consisting of law enforcement and regulatory bodies which is a critical tool for fostering cooperation, collaboration and exchange of information among Law Enforcement Agencies and relevant stakeholders in the recovery of assets obtained through criminal activity. Litigation In the year under review, the Commission commenced the year with nine (9) active court matters distributed across various courts and concluded the year with ten (10) active court matters including one (1) arbitration matter. It is worth noting that during the course of the year, two (2) court matters were settled by Consent in favour of the Commission and one (1) was concluded pending delivery of Judgment. These court cases are critical in growing the jurisprudence in securities law cases that have previously been unavailable. Regulatory Developments Securities (Amendment) Act, No. 21 of 2022 (The Amendment Act) The Securities (Amendment) Act, No. 21 of 2022 became operational following the Presidential assent on 23rd December 2022, by Gazette Notice No. 2263 of 2022, dated December 27, 2022. The Commission embarked on a process of implementing an awareness program designed to educate the general public and, more
specifically, participants and stakeholders in the Capital Markets on the new changes introduced by the amendment Act and the securities legislative framework in general to ensure that the market was knowledgeable of the content of the Act for better compliance with the securities law.

Securities and Exchange Commission_2023 Annual Report 67 Subsidiary Legislation under the Securities Act In the first quarter of 2023, the Commission held a 10-working day drafting workshop with the Ministry of Justice’s legislative drafting department (“MoJ”) and Ministry of Finance and National Planning (“MoFNP”) with the aim of expediting the drafting and enactment of eight (8) draft rules and regulations necessary to give effect to certain provisions of the Securities Act. The statutory instruments discussed include:
 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. The Rules and Regulations are aimed at operationalising aspects of the Securities Act that require subsidiary legislation to be implemented. The importance of finalising these pieces of legislation cannot therefore be overemphasised. The Commission has, following this activity, continued its engagements with MoJ and MoFNP to expedite the finalization of the drafting and it is hoped that ultimately, revised and new rules and regulations will be enacted to enable the Commission to continue carrying out its mandate efficiently. Corporate Affairs Secretarial Services The Directorate continued to effectively deliver corporate, legal and secretarial services to support both the Commission and the Board. Local and International Relations Signing of Memoranda of Understanding The year under review saw the Commission forge new relations and partnered with key stakeholders in the quest to promote cooperation among regulators and public authorities. On 11th October 2023, the Commission signed a Memorandum of Understanding (MoU) with Zambia Information and Communications Technology Authority (ZICTA) establishing a collaborative framework to promote mutual assistance, exchange of information, and avoid duplication of efforts in regulating entities that operate in both sectors.

Securities and Exchange Commission_2023 Annual Report 68 Signing of MoU with ZICTA Similarly, on 17th October 2023, the Commission signed an MoU with the National Anti-Terrorism Centre (NATC) also aimed at establishing a collaborative framework to promote mutual assistance and exchange of information. Signing of MoU with NATC Stakeholder Engagements with Law Enforcement Agencies While forging new relations, the Commission did not neglect to nurture existing relations with the Law Enforcement Agencies and other local cooperating partners that have been instrumental in the Commission’s quest to maintain an orderly, transparent, and efficient capital markets. The Commission held a stakeholder engagement event on 11th August 2023 under the theme ‘Enhancing Regulatory Collaboration on Investor Protection’. The engagement was targeted at Law Enforcement Agencies and Financial Sector regulators and its objective was to enhance collaboration with stakeholders in the security vetting process.

Securities and Exchange Commission_2023 Annual Report 69 Consultative Meetings on Trade in Services The Commission also participated in consultative meetings such as the one held on 20th October 2023 hosted by the Ministry of Commerce, Trade, and Industry (“MCTI”). The purpose of the meeting was to formulate an offer for the business sector on trade in services under the Southern Africa Development Community (SADC) protocol on trade in services. The meeting addressed Zambia’s proposed commitments for the provision of professional services across all industry sectors, including the financial sector. Participation in and Membership of CISNA On the international front, the Directorate continued being the contact point for liaison with foreign capital market regulators on information sharing and exchange of information and participated in a number of activities hosted by various regional and international bodies. Of note was the election, on 2 nd October 2023, of the Commission Secretary and Director – Enforcement and Legal Services, Mrs. Diana Sichone as a Member of the Governance Council of the SADC Committee of Insurance, Securities and Non-Banking Financial Authorities (CISNA) for a second 2 year term demonstrating the confidence that Member Authorities in the 15 country member grouping has in Mrs. Sichone’s leadership. The role of the Governance Council includes the execution of the decisions of the CISNA General Council; overseeing the operations of CISNA; and directing and overseeing the operations of the CISNA Secretariat. This meeting also saw the unveiling of a new logo for CISNA. The Commission also participated in a validation workshop hosted by CISNA which was held in Mauritius from 22nd to 24th August 2023. The meeting was attended by representatives from SADC member states, as well as representatives from the CISNA Secretariat and technical experts. The purpose of the meeting was to validate seven (7) model laws developed by CISNA

Securities and Exchange Commission_2023 Annual Report 70 for Non-Banking Financial Institutions (“NBFIs”) in the SADC region. The seven (7) model laws validated were:

• the model law on Debt Listing Requirements;
• the model law on Financial Intermediaries;
• the model law on Savings and Credit Cooperatives;
• the model law on Listing Requirements for Small and Medium Enterprises;
• the model law on Microfinance Institutions;
• the model law on Medical Aid Schemes; and
• the model law on Insurance.

Commission Staff at the CISNA Secretariat in Mauritius Participation in SADC Sector Focus Group Meetings The Commission was part of the Zambian delegation that attended the SADC Sector Focus Group (“SFG”) on business services meeting held in Johannesburg, South Africa from the 26th to the 29th of April 2023 for the purpose of reviewing of the recommendations on the development of Mutual Recognition Agreements (“MRAs”) and adoption of a roadmap for negotiations on MRAs for professional services under the SADC Protocol on Trade in Services. The meeting was preceded by a Regional Workshop on developing MRAs for professional services from 24th to 25th April at the same venue. The Commission also participated in the 13th Meeting of the Committee on Trade in Services of the Common Market for Eastern and Southern Africa (COMESA) which was held in Mombasa, Kenya, from 24th to 28th July 2023. The aim of the meeting was to discuss the following:
 draft procedures for the review or withdrawal of commitments;  the presentation of initial draft offers;

Securities and Exchange Commission_2023 Annual Report 71  the finalization of negotiations on revised draft offers;  the update on the status of offers; and  the presentation of a study report on the options for including selected trade in services in the Simplified Trade Regime. On 8th November 2023, the Commission participated in the launch of the Trade Obstacles Alert Mechanism (TOAM) Platform unveiled by the International Trade Centre (ITC) in collaboration with the Zambia Chamber of Commerce and Industry (ZACCI) and the Ministry of Commerce, Trade, and Industry (MCTI). The TOAM Platform is an online platform that allows companies to report trade obstacles they encounter, directly notifying the relevant authorities and aims to facilitate a proactive approach in addressing trade obstacles and enhance the trade landscape in Zambia.

Capital Market Operators Workshop on Exchange Traded Funds The Directorate organized a workshop in collaboration of the Directorate of Finance and Administration on 26th July 2023 at the Southern Hotel focused on enlightening market players and other invited participants such as legal practitioners, auditors, and accountants, on Exchange Traded Funds (ETFs). ETFs are one of the new products that the Commission has developed a regulatory framework for pursuant to the Capital Markets Master Plan. Overall, the workshop provided participants with valuable knowledge and addressed queries effectively, enabling them to gain a comprehensive understanding of ETFs and their relevance within the Zambian Capital Market. The workshop had open discussions and engaging presentations which contributed to a collaborative learning environment, making the event a significant step towards enhancing the participants' proficiency in dealing with ETFs and building market capacity in that regard. The event was also meant to obtain stakeholder validation of the draft Guidelines the Commission had prepared in 2019 as the initial stakeholder consultative process had received insufficient responses from the relevant capital market participants and relevant stakeholders. Following this successful meeting, the Directorate worked with the Market Transactions Unit under the Directorate of Finance and Administration to publish the Guidelines in the Government Gazette.

Securities and Exchange Commission_2023 Annual Report 72 Stakeholders’ Engagement for Issuers/Share Transfer Agents The Directorate held a virtual stakeholder engagement meeting on 21st July 2023 with the primary objective of providing a comprehensive understanding of the licensing requirements for all parties involved in share transfer activities. The engagement was meant to build knowledge in the market on the Commission’s mandate under the Securities Act in relation to licensing of individuals or entities intending to operate as share transfer agents. This initiative was taken to address the growing trend of entities and individuals conducting share transfer activities without the necessary licensing. The Directorate regarded this engagement as a significant stride towards nurturing a transparent and compliant share transfer ecosystem. By creating a forum for dialogue, the Commission was able to collaboratively work with stakeholders in its mandate to uphold the integrity of the securities market and safeguard the interests of all participants. National Annual Prosecutors Conference The Directorate attended the National Prosecution Authority's Inaugural National Annual Prosecutors' Conference that took place at the Avani Victoria Falls Resort Hotel in Livingstone from 21st to 23rd August 2023. The primary theme of the event centred on achieving "Prosecutorial Excellence in Economic and Financial Crimes in the Digital Age," with a particular emphasis on adapting and strengthening strategies to fight against corruption and other economic crimes. This conference brought together prosecutors from diverse law enforcement agencies and statutory organizations across the country, with the overarching goal of providing attendees with the expertise and capabilities required to proficiently address the evolving and complex trends in criminal activities, ultimately ensuring a transparent and accountable public prosecution service. Board Members’ Capacity Building Programme Facilitated by the Committee of Insurance, Securities and Non-Banking Financial Authorities (CISNA) In August 2023, the Directorate spearheaded the attendance of Members of the Commission’s Board to a capacity building programme hosted by the Financial Services Commission of Mauritius in collaboration with the Committee of Insurance, Securities and Non-Banking Financial Authorities (CISNA) Secretariat. The programme took place on 25th and 26th August 2023 in Ebene Mauritius and was attended by Board Members and Chief Executive Officers from CISNA member authorities. The capacity building programme was tailored to promote, good corporate governance, diversity, inclusion, and financial stability by effectively and efficiently championing a process of collaboration, engagement and co-ordination between the regulators and stakeholders. The attendees got to learn about good corporate governance and how it correlates with resilience and operational transparency in an organization. The
programme was also an excellent platform to review the progress of CISNA at the regional level.

Securities and Exchange Commission_2023 Annual Report 73 Regulatory Compliance National Regulation The year under review saw the appointment of members of the Emoluments Commission which was operationalized in 2022 by Act No. 1 of 2022. Following the appointments, the Emoluments Commission announced guidelines and the way forward regarding emoluments management in State organs and State institutions. As a consequence of these guidelines, the Emoluments Commission embarked on a rationalization and harmonization exercise. The Commission was rationalized and harmonized with the following institutions:
a) Competition and Consumer Protection Commission (CCPC); b) Nursing and Midwifery Council of Zambia (NMCZ); c) Tobacco Board of Zambia (TBZ); d) Zambia Compulsory Standards Agency (ZCSA); e) Zambia Metrology Agency (ZMA); f) Occupational Health and Safety Institute (OHSI); and g) Zambia Bureau of Standards (ZABS). The Commission attended the review exercise which was held from 6th to 24th November 2023 at Waterfalls Hotel, in Chongwe District. The exercise resulted in the issuance of a harmonization and rationalization report at the end of December 2023 which highlights the rationalized and harmonized salaries and conditions of service for the group members, including for the Commission. The Commission is engaging the Emoluments Commission on a sustainable way of implementing the rationalized conditions of service to avoid non-compliance.

Securities and Exchange Commission_2023 Annual Report 74 Policy Review The Commission launched its service charter on 7th November 2023. The Service Charter underscores the organization’s dedication to its stakeholders and its unwavering commitment to delivering customer-centric services within specific timeframes. The charter meticulously outlines the Commission’s engagement with stakeholders, the comprehensive range of services it offers, and the proactive measures stakeholders can take to contribute to enhanced service delivery.

It is anticipated that the Commission will put more of such policies in place that speak to the Commission’s dedication to investors, the public and other stakeholders. In addition, the Commission concluded the drafting of an Enforcement Manual which will be launched, internally, within the course of 2024. The Manual serves as a standard internal guide for Commission staff engaged in enforcement activities and sets out how investigations and enforcement matters are commenced and conducted. The Manual also speaks to how the Commission exercises its powers to address any misconduct or contravention of the securities regulatory framework. Appointment as Public Prosecutors and Invitation to join the Interagency Framework By a letter dated 4th October 2023, the Director of Public Prosecutions (DPP) invited the Commission to join the interagency framework on coordination and cooperation, which is a national tasks force on asset recovery that was set up by the DPP in January 2023. Since its membership in the interagency framework, the Commission attended two (2) technical committee meeting and hosted the November session of the technical committee at the Commission premises, which was chaired by the Director – Market Supervision and Development. Further, the year under review saw the appointment of staff from the Directorate as public prosecutors. The appointments were gazetted in November 2023. These appointments will facilitate closer collaboration between the National Prosecution Authority and the Commission in the prosecution of criminal offences that occur in the capital markets. Sustainability Agenda The Commission participated in the Sustainable/Green Bonds Regional Workshop at Cresta Mowana in Kasane, Botswana from 20th – 22nd February 2023. The workshop was part of the SADC Green Bonds Programme and was organised by the Committee of SADC Stock Exchanges (“CoSSE”) in partnership with Financial Sector Deepening Africa (“FSD Africa”) and the Botswana Stock Exchange Limited (“BSE”).

Securities and Exchange Commission_2023 Annual Report 75 With specific focus on sustainable finance, the workshop discussed various issues surrounding the green bonds space including the issuance process, benefits to the capital markets, and technical support offered by FSD Africa. In addition, through a leadership programme by the Swedish Institute, the Director – Enforcement and Legal Services had undertaken a project to review the reasons why there had not been a single issuance for green bonds despite the regulatory framework having been in place since December 2019. One of the reasons outlined from the study was a lack of awareness of the existence of the regulatory framework, the high costs that came with additional requirements such as the engagement of an independent reviewer to verify the greenness of the project as well as the lack of capacity on the market to issue the bond. Although the challenges still require addressing, it was gratifying to see the registration of the debut green bond by CEC Renewables, a subsidiary of CEC Plc in a project in which the issuer planned to raise US$200m for a 200MW solar power plant. Further, the Directorate with other Commission staff from the Directorate of Market Supervision and Development participated in the United Nations Framework Convention on Climate Change (UNFCCC) Conference of Parties (COP28) which took place in Dubai in November and December 2023. The COP28 was a platform at which the Commission was able to highlight the strides that the Commission was taking to position Zambia as a global green investments hub as well as create partnerships and explore potential collaboration and support for the

Securities and Exchange Commission_2023 Annual Report 76 capital markets development agenda as espoused under the Capital Markets Master Plan (CMMP) such as support towards capacity building for the green bonds framework. It was at this same meeting that the Republican President Mr. Hakainde Hichilema announced the issuance of Zambia’s debut green bond. MARKET TRANSACTIONS The Securities Act requires securities including private funds and collective investment schemes proposed 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 private funds and CISs 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. During the period under review, the Commission received and processed several applications from companies including those relating to the registration of securities, authorization of funds, 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 TYPEANDNUMBER
OF SECURITIES/OR
TRANSACTIONS
DATE
APPROVED/
DEFERRED
PURPOSE OF MEETING
22/02/2023 Prudential Approval 22/02/2023 To consider application for approval of all employee share purchase plan 22/02/2023 Prudential Approval 22/02/2023 To consider application for approval of all employee share award plan 22/02/2023 Prudential Approval 22/02/2023 To consider application for approval of employee restricted stock plan 22/02/2023 LM&C Properties Limited Waiver 22/02/2023 Application for a waiver from making a mandatory offer – LM & C properties limited 26/04/2023 Monter Capital Authorization Of Private Fund 26/04/2023 To consider the authorization of Monter Capital Fund limited partnership 26/04/2023 Unifi Credit Approval 26/04/2023 To consider the application for variation on the K50 million commercial paper issue amount 18/05/2023 Bayport Registration Of Securities 18/05/2023 Registration of tranche 2 under the K700 million medium term note programme 23/08/2023 REIZ Registration Of securities 23/08/2023 To consider the registration of USD5 million corporate bond

Securities and Exchange Commission_2023 Annual Report 77 23/08/2023 IFC Waiver 23/08/2023 To consider the application for a waiver of the requirement for IFC to include a reporting accountant’s report in the prospectus 01/12/2023 CEC Renewables Registration Of Securities 01/12/2023 Consideration of the application for the registration of Copperbelt Energy Corporation Renewables limited USD200,000,000 green medium-term note programme 01/12/2023 REIZ Registration Of Securities 01/12/2023 To consider the registration of 1,000,000,000 ordinary shares 23/12/2023 Bayport Registration Of Securities 23/12/2023 Registration of a tranche 3 supplemental note under the K700 million medium term note programme PHILLIP K. CHITALU CHIEF EXECUTIVE OFFICER

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Securities and Exchange Commission_2023 Annual Report 130 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

Securities and Exchange Commission_2023 Annual Report 131
Appendix II
List of Authorised Capital Market Players as at 31st December, 2023 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, 2023:
Item Company Name
2022 2023
Yes No Yes No

1. Lusaka Securities Exchange Plc √ √
2. Bond & Derivatives Exchange Zambia Plc √ √
   Credit Rating Agency Licences
   The following entities held a Credit Rating Agency license as at 31st December, 2022:
   Item Company Name
   2022 2023
   Yes No Yes No
3. Premier Rating Agency √ √
   Dealer’s Licenses
   The following corporate entities held a Dealer’s license as at 31st December, 2023:

Securities and Exchange Commission_2023 Annual Report 132 Dealer’s Representative Licenses The following persons held a Dealer’s representative’s license as at 31st December, 2023 Item Name of Representative Dealer 2022 2023 Yes No Yes No

1. Mr. Mukudzei-Ishe Zhou Aflife Capital Zambia Limited √ √
2. Mr. Aaron Phiri Absa Bank Zambia PLC √ √
3. Ms. Bathsheba Magula Absa Bank Zambia PLC √ √
4. Mr. Boston Nkuname Absa Bank Zambia Plc √ √
5. Ms.Chiwala Mwelwa Absa Bank Zambia Plc √ √
6. Mr. Lesa Mulenga Absa Bank Zambia Plc √ √
   Item Company Name
   2022 2023
   Yes No Yes No
7. ABSA Bank Zambia PLC √ √
8. Access Bank Zambia Limited √ √
9. Aflife Capital Zambia Limited √ √
10. African Banking Corporation Investment Services Limited(T/A ABC Asset
    Management)
    √ √
11. African Banking Corporation Zambia Limited (Trading as Atlas Mara Bank
    Zambia Limited)
    √ √
12. African Life Financial Services Limited √ √
13. Altus Capital Limited √ √
14. Autus Securities Zambia Limited √ √
15. Citibank Zambia Limited √ √
16. Eco-Bank Zambia Limited √ √
17. Equity Capital Resources Plc √ √
18. Finance Securities Limited √ √
19. First Capital Bank Zambia
20. First National Bank Zambia Limited √ √
21. Hobbiton Investment Management Services Limited √ √
22. Indo-Zambia Bank Limited
23. Laurence Paul Investment Services Limited √ √
24. Kukula Capital Plc √ √
25. Providence Asset Management Limited
26. Longhorn Associates Limited √ √
27. Madison Asset Management Company Limited √ √
28. Pangaea Securities Limited √
29. Prudential Pension Management Zambia Limited √ √
30. Stanbic Bank Zambia Limited √
31. Standard Chartered Bank Zambia Plc √ √
32. Stockbrokers Zambia Limited √ √
33. Treasfin Limited √ √
34. United Bank for Africa Zambia Limited √ √
35. WCAP Limited √ √
36. Zambia Industrial Commercial Bank Limited √
37. Zambia National Commercial Bank √

Securities and Exchange Commission_2023 Annual Report 133 Item Name of Representative Dealer 2022 2023 Yes No Yes No
7. Mr. Stanley Kaweme Tamele Absa Bank Zambia Plc √ √
8. Mr. Mukelebai Wambulawae Absa Bank Zambia Plc √ √
9. Mr. Blessings S. Banda Absa Bank Zambia Plc √ √
10. Mr. Kamwaya Hamoonga Absa Bank Zambia Plc √ √
11. Mr. Mubanga Bwalya Absa Bank Zambia Plc √ √
12. Mr. Mwangala Lutangu Absa Bank Zambia Plc √ √
13. Mr. Calvin Sichilomba Access Bank Zambia Limited √ √
14. Mr. John Keyala Access Bank Zambia Limited √ √
15. Mr. Danny Mulenga African Banking Corporation Investment
Services Ltd
√ √
16. Mr. Nicholas Kabaso African Banking Corporation Investment
Services Ltd
√ √
17. Ms. Zangose Mwanza African Banking Corporation Investment
Services Ltd
√ √
18. Ms. Michelle M Musonda African Banking Corporation Investment
Services Ltd
√ √
19. Mr. Clifford Muzoka African Banking Corporation Zambia Limited √ √
20. Mr. Victor Mwembo Chishala Stanbic Bank Zambia Limited √ √
21. Ms. Lupupa Mulenga African Banking Corporation Zambia Limited √ √
22. Mr. Richard Ndhlovu African Banking Corporation Zambia Limited √ √
23. Mr Christopher K. Mwelo African Banking Corporation Zambia Limited √ √
24. Ms. Theresa Chiluba African Banking Corporation Zambia Limited √ √
25. Mr. Geoffrey Musekiwa African Life Financial Services Limited √ √
26. Ms. Vanessa K. Wright African Life Financial Services Limited √ √
27. Mr. Jones Phiri African Life Financial Services Limited √ √
28. Mr. Mumba Musunga African Life Financial Services Limited √ √
29. Ms. Valarie M Mwiinga African Life Financial Services Limited √ √
30. Mr. Joseph Mazila African Life Financial Services Limited √ √
31. Ms. Nasilele Ngumbi African Life Financial Services Limited √ √
32. Mr. Jonathan Bupe Imakando African Life Financial Services Limited √ √
33. Mr. Elijah Chanda Kabaso African Life Financial Services Limited √ √
34. Mr. Eleutherius Chimansa
Nyanga
African Life Financial Services Limited √ √
35. Ms. Nancy Lwisa Nambela African Banking Corporation Investment
Services Ltd
√ √
36. Ms. Mwaba Ethel Mupinde African Banking Corporation Investment
Services Ltd
√ √
37. Mr. Ken Simwaba Altus Capital Limited √ √
38. Ms. Justina Lunda Mukanzo Altus Capital Limited √ √
39. Mr. Mataka Nkhoma Autus Securities Zambia Limited √ √
40. Ms. Ngosa Mary Kafwembe Citibank Zambia Limited √ √
41. Mr. Steven Chitete Citibank Zambia Limited √ √
42. Mr. Victor Zimba Citibank Zambia Limited √ √

Securities and Exchange Commission_2023 Annual Report 134 Item Name of Representative Dealer 2022 2023 Yes No Yes No
43. Ms. Cecilia Sindano Eco-Bank Zambia √ √
44. Mr. Choongo Chibawe Equity Capital Resources Plc √ √
45. Mr. Jack Sievu Equity Capital Resources Plc √ √
46. Mr. Barkat Ali Finance Securities Limited √ √
47. Mr. Malama Nicholas
Mushinga
First Capital Bank Zambia √ √
48. Mr. Lukwesa Munyinda First Capital Bank Zambia √ √
49. Mr. Gerald Ndhlovu First National Bank Zambia Limited √ √
50. Mr. Kapumpe Chola Kaunda First National Bank Zambia Limited √ √
51. Mr. Ignatius Innocent Kashoka First National Bank Zambia Limited √ √
52. Mrs. Naomi Hara Palale First National Bank Zambia Limited √ √
53. Ms. Chali Maria Mulenga First National Bank Zambia Limited √ √
54. Ms. Nonde Nsomi First National Bank Zambia Limited √ √
55. Mr. Mulenga Kawimbe First National Bank Zambia Limited √ √
56. Ms. Celine P. Chauwa Hobbiton Investment Management Services
Limited
√ √
57. Mr. Moses Mfula Hobbiton Investment Management Services
Limited
√ √
58. Ms. Yvonne Simonga Muyanje Indo-Zambia Bank Limited √ √
59. Ms. Moobela Halwiindi Indo-Zambia Bank Limited √ √
60. Ms. Mwansa Bantubonse Indo-Zambia Bank Limited √ √
61. Mr. Yotamu Mwale Indo-Zambia Bank Limited √ √
62. Mr. Tue Andersen Kukula Capital Plc √ √
63. Mr. Damien Harris Kukula Capital Plc √ √
64. Mr. Mphaso Banda Kukula Capital Plc √ √
65. Mr. Aaron Yobe Zulu Laurence Paul Investment Services Limited √ √
66. Mr. Martyn Banda Laurence Paul Investment Services Limited √ √
67. Ms. Namoonga Malambo Laurence Paul Investment Services Limited √ √
68. Ms. Chiwoni Soteli Longhorn Associates Limited √ √
69. Ms. Joy Nanyiza Longhorn Associates Limited √ √
70. Ms. Sindisiwe Malambo Longhorn Associates Limited √ √
71. Mr. Marlon Nsofu Longhorn Associates Limited √ √
72. Mr. Brian Chilufya Chintu Longhorn Associates Limited √ √
73. Ms. Mercedes Mwansa Madison Asset Management Company Limited √ √
74. Ms. Blessing Chilombe Madison Asset Management Company Limited √ √
75. Mr. Mupanga Chilungu Madison Asset Management Company Limited √ √
76. Ms Claire Machila Lungwe Madison Asset Management Company Limited √ √
77. Ms. Siphiwe Nkunika Madison Asset Management Company Limited √ √
78. Ms. Nkumbu P Pelekamoyo Madison Asset Management Company Limited √ √
79. Mr. Ceaser Siwale Pangaea Securities Limited √ √
80. Ms. Tidale Mwale-Chisunka Pangaea Securities Limited √ √
81. Ms. Wendy Nsamwa Nglazi￾Tembo
Pangaea Securities Limited √ √
82. Ms. Chipo Mambwe Pangaea Securities Limited √ √

Securities and Exchange Commission_2023 Annual Report 135 Item Name of Representative Dealer 2022 2023 Yes No Yes No
83. Mr. Ernest Kando Prudential Pension Management Zambia
Limited
√ √
84. Mr. Matepa Chingambu Prudential Pension Management Zambia
Limited
√ √
85. Mr. Jimmy Mwale Prudential Pension Management Zambia √ √
86. Mr. Alinani Simbule Stanbic Bank Zambia Limited √ √
87. Ms. Chenge Besa
Mwenechanya
Stanbic Bank Zambia Limited √ √
88. Ms. Chitemwe Ng'ambi
Kapaya
Stanbic Bank Zambia Limited √ √
89. Mr. Dean Nathaniel Onyambu Stanbic Bank Zambia Limited √ √
90. Mr. Mwila Pascal Mwenya Stanbic Bank Zambia Limited √ √
91. Mr. Musenge Komeki Stanbic Bank Zambia Limited √ √
92. Ms. Prudence Khumbo
Mhango
Stanbic Bank Zambia Limited √ √
93. Ms. Veronica Sinkala Stanbic Bank Zambia Limited √ √
94. Mr. Victor Chileshe Stanbic Bank Zambia Limited √ √
95. Mr. Mintu Chitebe Stanbic Bank Zambia Limited √ √
96. Mr. Luke Siame Stanbic Bank Zambia Limited √ √
97. Mrs. Musa Imakando
Mzumara
Stanbic Bank Zambia √ √
98. Mr. Kayeba Mwenechanya Stanbic Bank Zambia √ √
99. Mr. Wiza Chinula Standard Chartered Bank Zambia Plc √ √
100. Mr. Benjamin N. Mulenga Standard Chartered Bank Zambia Plc √ √
101. Mr. Davy Nanduba Standard Chartered Bank Zambia Plc √ √
102. Mr. Derek Bobo Standard Chartered Bank Zambia Plc √ √
103. Ms. Dorothy N. K Moono Standard Chartered Bank Zambia Plc √ √
104. Ms. Edna Towela Lungu Standard Chartered Bank Zambia Plc √ √
105. Mr. Joseph Chibwe Ngesa Standard Chartered Bank Zambia Plc √ √
106. Mr. Kabwe Mwaba Standard Chartered Bank Zambia Plc √ √
107. Mr. Mubanga Yvonne Mukuka Standard Chartered Bank Zambia Plc √ √
108. Mr. Muchindu Lombe Standard Chartered Bank Zambia Plc √ √
109. Mr. Mulolwa Nkhata-Kamana Standard Chartered Bank Zambia Plc √ √
110. Ms. Mwaka Kalenga Mfula- Standard Chartered Bank Zambia Plc √ √
111. Mr. Mwali Chisala Standard Chartered Bank Zambia Plc √ √
112. Mr. Ravi Kapadia Standard Chartered Bank Zambia Plc √ √
113. Ms. Tamara Mooya Bbuku Standard Chartered Bank Zambia Plc √ √
114. Mr. Wiggins Mupango Standard Chartered Bank Zambia Plc √ √
115. Ms. Valerie M Chulu Standard Chartered Bank Zambia Plc √ √
116. Mr. Fred C. Kabombo Standard Chartered Bank Zambia Plc √ √
117. Ms. Bwalya Kasito Standard Chartered Bank Zambia Plc √ √
118. Mr. Kangwa C. Chengo Standard Chartered Bank Zambia Plc √ √
119. Ms.Sarudzai Muchechemera Standard Chartered Bank Zambia Plc √ √

Securities and Exchange Commission_2023 Annual Report 136 Item Name of Representative Dealer 2022 2023 Yes No Yes No
120. Mr. Brian Mufalali Chasimpha Standard Chartered Bank Zambia Plc √ √
121. Mr. Kamungoma Mate Stockbrokers Zambia Limited √ √
122. Ms. Maxime Chiluba Harlaar Stockbrokers Zambia Limited √ √
123. Mr. Charles Mate Stockbrokers Zambia Limited √ √
124. Mr. Jack Kanyanga Stockbrokers Zambia Limited √ √
125. Mr. Boniface Mwamba Stockbrokers Zambia Limited √ √
126. Mr. Bwalya Mwape Stockbrokers Zambia Limited √ √
127. Mr. Trust Sileke Mwaisaka Stockbrokers Zambia Limited √ √
128. Ms. Natasha Nelson Stockbrokers Zambia Limited √ √
129. Mr. Mchema Chinzewe Stockbrokers Zambia Limited √ √
130. Mr. Chinyanta
Nkonkomalimba
Stockbrokers Zambia Limited √ √
131. Mr. Lusekelo Chitundu Stockbrokers Zambia Limited √ √
132. Mr. Mwape Bwanali Stockbrokers Zambia Limited √ √
133. Ms. Mwaka Kopakopa United Bank for Africa Zambia Limited √ √
134. Mr. Nyeji Ruth Chilembo WCAP Limited √ √
135. Ms. Karen Kabage Kapika Zambia Industrial Commercial Bank Limited √ √
136. Mr. Rudolph Ngulube Zambia Industrial Commercial Bank Limited √ √
137. Mr. Gerald Soko Zambia National Commercial Bank Plc √ √
138. Mr. Kawangu Sakuwaha Zambia National Commercial Bank Plc √ √
139. Mr. Austin Hamukonka
Chijikwa
Zambia National Commercial Bank Plc √ √
140. Mr. Charles Kamungu Zambia National Commercial Bank Plc √ √
141. Mr. Cliff George Sakala Zambia National Commercial Bank Plc √ √
142. Mr. Fredrick Mulenga Kaputo Zambia National Commercial Bank Plc √ √
143. Ms. Kaluba Gloria Kaulugombe Zambia National Commercial Bank Plc √ √
144. Ms. Kunda Catherine Chikumbi Zambia National Commercial Bank Plc √ √
145. Ms. Virginia L. Mwalilino Zambia National Commercial Bank Plc √ √
146. Mr. Lishala Clarence
Situmbeko
Zambia National Commercial Bank Plc √ √
147. Mr. Tiyeze Chilembo Zambia National Commercial Bank Plc √ √
148. Ms. Nana Mukwiza Zambia National Commercial Bank Plc √ √
149. Mr. Mudenda Sikapoto Zambia National Commercial Bank Plc √ √
150. Ms. Ivor Chambwe Zambia National Commercial Bank Plc √ √
151. Mr. Roy Mbazima Zambia National Commercial Bank Plc √ √
152. Mr. Jibinga Kelly Jibinga Zambia National Commercial Bank Plc √ √
153. Mr. Kennedy Zeula Zambia National Commercial Bank Plc √ √
154. Mr. Bill Njamba Zambia National Commercial Bank Plc √ √
155. Ms. Cecilia Siabusu- Providence Asset Management Limited √ √
156. Mr. Siangazi Innocent
Malcome
Zambia National Commercial Bank Plc √ √

Securities and Exchange Commission_2023 Annual Report 137 Investment Adviser’s License The following corporate entities held an Investment Advisors license as at 31st December, 2023:
Item Company
2022 2023
Yes No Yes No

1. Amano Capital Limited √ √
2. Benefits Consulting 1 √ √
3. Caravel Partners Zambia Limited √ √
4. Carrick Wealth Zambia Limited 3 √ √
5. deVere and Partners Investment Services (Zambia) Ltd 2 √ √
6. DM Investment Advisers and General Business Consultants Limited 7 √ √
7. Finluca International Limited √ √
8. Frontier Markets Advisory Limited √ √
9. Inside Capital Partners Zambia Limited √ √
10. Money Acumen Advisory Limited √ √
11. Riscura Zambia Limited √ √
12. Vunani Asset Management Limited √ √
    Investment Adviser’s Representative License
    The following persons held an Investment Advisors Representatives license as at 31st December, 2023:
    Item Company Name Investment Advisor
    2022 2023
    Yes No Yes No
13. Mr. Malcom Kasuba Shirley Amano Capital Limited √ √
14. Ms. Kandiye T. Liweleya Benefits Consulting √ √
15. Ms. Mutinta Hope Hamafuwa Caravel Partners Zambia Limited √ √
16. Ms. Bubala Hamafuwa Caravel Partners Zambia Limited √ √
17. Mr. Benedict Charles John
    Carter
    Caravel Partners Zambia Limited √ √
18. Mr. Martin Manjolo Caravel Partners Zambia Limited √ √
19. Ms. Carmen Hachandi Carrick Wealth Zambia Limited √ √
20. Mr. Hamubbwatu Hanakooma Carrick Wealth Zambia Limited √ √
21. Ms. Chanda Claire Nachembe deVere and Partners International Limited √ √
22. Ms. Lynda Syamunyangwa deVere and Partners International Limited √ √
23. Ms. Maureen Nabulyato deVere and Partners International Limited √ √
24. Mr. Gift Kapande deVere and Partners International Limited √ √
25. Mr. Julian Visser deVere and Partners International Limited √ √
26. Mr. Arthur Kalumba deVere and Partners International Limited √ √
27. Ms. Lwiindi Muzongwe deVere and Partners International Limited √ √
28. Mr. Moss M Sibongo deVere and Partners International Limited √ √
29. Ms. Zamiwe Ndhlovu deVere and Partners International Limited √ √
30. Ms. Mubanga Nundwe deVere and Partners International Limited √ √
31. Mr. Darious Mumba DM Investment Advisers and General
    Business Consultants Limited
    √ √
32. Ms. Rosemary Edith Mercer Finluca International Limited √ √

Securities and Exchange Commission_2023 Annual Report 138 Item Company Name Investment Advisor 2022 2023 Yes No Yes No
21. Ms. Namukale Chintu Frontier Markets Advisory Limited √ √
22. Mr.Rushil Patel Inside Capital Partners Zambia Limited √ √
23. Ms. Theresa Gumbo Money Acumen Advisory Limited √ √
24. Ms. Lyapa Mbewe Money Acumen Advisory Limited √ √
25. Ms. Charity Siwela Riscura Zambia Limited √ √
26. Mr. Munyumba Mutwale Vunani Asset Management Limited √ √
Appendix III
Contact Details of Capital Market Players
Securities Exchanges contact details
LuSE PLC BaDEx PLC
Acting Chief Executive Officer:
Ms. Miria Mazyambe
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
Chairperson:
Mr. Michael Mundashi, S.C
Address (physical):
Bonds and Derivatives Exchange Zambia PLC
C/O Mulenga Mundashi Legal Practitioners
Zimbabwe House, Haile Selassie Avenue
Address (postal):
P.O Box 34972
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 www.autussecurities.com Equity Capital Resources Plc 4 th Floor Godfrey House, West Wing Kabelenga Road Lusaka Tel: +260 (211) 840313, 227518

Securities and Exchange Commission_2023 Annual Report 139 Email: info@ecrinvestments.com Website: www.ecrzambia.com 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 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

Securities and Exchange Commission_2023 Annual Report 140 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

Securities and Exchange Commission_2023 Annual Report 141 P.O. Box 35352 Tel: +260 (211) 253566 Fax: +260 (211 253112 E-mail: capital@altus.co.zm 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.chipungu@fnb.co.za

Securities and Exchange Commission_2023 Annual Report 142 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 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 LinkedIn & Facebook: Longhorn Associates 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

Securities and Exchange Commission_2023 Annual Report 143 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: luwabelwaw@stanbic.com Website: www.stanbicbank.co.zm 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 http://www.zanaco.co.zm/

Securities and Exchange Commission_2023 Annual Report 144 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|enock.bwalya@yahoo.com Skype:bwalya70 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 Recognised Self-Regulatory Organisations Capital Markets Association of Zambia Plot 1130, Suite 4,

Securities and Exchange Commission_2023 Annual Report 145 Parirenyatwa Road Rhodes Park Lusaka Email: marketing@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 Copperbelt Energy Corporation Plc 23rd Avenue, Nkana East P.O. Box 20819

Securities and Exchange Commission_2023 Annual Report 146 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 -zm.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

Securities and Exchange Commission_2023 Annual Report 147 Listed on 9th September, 2004 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

Securities and Exchange Commission_2023 Annual Report 148 Website: www.shopriteholdings.co.za Listed on 19th February, 2003 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

Securities and Exchange Commission_2023 Annual Report 149 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 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@zccm-ih.com.zm Website: www.zccm -ih.com.zm Listed on 24th January, 1996

Securities and Exchange Commission_2023 Annual Report 150 Quoted Companies’ Contact Details Absa Bank Zambia Plc Absa House Stand No. 2374 Kelvin Siwale Road, Showgrounds 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 P.O. Box 21151 Chambishi 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 Lusaka 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

Securities and Exchange Commission_2023 Annual Report 151 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 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

Securities and Exchange Commission_2023 Annual Report 152 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 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 Plot 873, Cnr Addis Ababa and Katemo 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

Securities and Exchange Commission_2023 Annual Report 153 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 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 Head Office Saturnia House Stand No. 6392, Dundunza Chisidza Cresesent Longacres Lusaka Post Net Box 301 Tel: +260 211 254325 Email: info@zambiahomeloans.co.zm

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