2012 Annual Report@Annual
2012 Annual Report@Annual
2012 Annual Report@Annual
Corporate Values Business Overview Corporate Social Responsibility Corporate Governance 2 4-5 7-8 9 - 10
Distribution 6
Contents
Directorate 11 Management 12 Chairmans Statement Managing Directors Report Report of the Directors Independent Auditors Report Financial Statements Analysis of Shareholders Notices to Shareholders Notice Annual General Meeting Proxy Form 13 - 14 15 - 17 18 - 19 20 21 - 66 67 - 68 69 70 71
Corporate Information
AUDITORS Ernst & Young Chartered Accountants ( Zimbabwe) Angwa City Cnr Julius Nyerere/Kwame Nkrumah Avenue P.O Box 62, Harare LEGAL PRACTITIONERS Dube, Manikai & Hwacha Commercial Law Chambers 6th Floor, Goldbridge Eastgate Complex Sam Nujoma Street Harare BANKERS Stanbic Bank First Banking Corporation 7th Floor 5th Floor Stanbic Centre FBC Centre 59 Samora Machel Avenue 45 Nelson Mandela Avenue Harare Harare SHARE TRANSFER SECRETARIES ZB Transfer Secretaries (Pvt) Ltd Ground Floor, ZB Centre 59 Kwame Nkrumah Avenue P O Box 2540 Harare
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Corporate Values
Our Vision
To be a highly visible and preferred provider of short term insurance solutions in our chosen markets.
Our Mission
To provide superior short term insurance solutions underpinned by a highly skilled and dedicated team for the benefit of all stakeholders.
Our Values
We believe in a shared vision and unity of purpose in everything we do. We regard our clients as partners in business We regard our employees as our most valued assets We are committed to transparency, professionalism and integrity We believe in nurturing human capital, thus creating high level competencies We recognize the need for a fair return on investment for our stakeholders We are socially responsible citizens We cherish cultural diversity
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Business Overview
Business Classes
NICOZDIAMOND Insurance Limited (NICOZDIAMOND) offers a wide range of short-term insurance classes as follows: Fire and Allied Perils Insurance Marine Insurance Motor Insurance Engineering Insurance Aviation Insurance Accident Insurance Credit Insurance Golfers Insurance Travel Insurance Liability Insurance Money Policy provides for loss of money on the premises and/or in transit. Glass Cover for accidental breakage of internal and external glass, lettering or ornamental. Goods In Transit Cover is for accidental loss or damage to property whilst in transit by rail, road or air. Public Liability Covers a firms liability at law for injury to persons (other than employees) and damage to property (other than the firms own or for which they are responsible). Employers Liability Policy covers a firms legal liability to its employees for injuries arising at work due to the negligence of the employer. Professional Indemnity Protection for professional firms such as solicitors, architects and accountants against loss or damage suffered as a result of professional negligence. Personal Accident Covers death or bodily injury caused by violent, accidental, external and visible means. Benefits Available Policy provides compensation for loss of income as a result of death, permanent total disablement, temporary total disablement and payment of medical expenses. Fidelity Guarantee Provides cover against financial loss sustained as a result of fraudulent or dishonest acts of an employee.
These classes are further split into numerous insurance products providing cover against most insurable risks. As the scope of insurance is so broad, those covers which have broad similarities are grouped together. The different types of insurance covers include:-
Personal Insurance
Houseowners, Householders and All Risks Insurance are products designed mainly for the average owner/occupier of a private dwelling. The policy provides cover for both the building, contents of a house and all risks cover on specified valuables away from the home.
Commercial Insurance
Assets Policy This covers businesses against loss of or damage to property caused by fire and allied perils which include storms, burst pipes, floods, impact (by any road vehicles, horse or cattle), explosions, earthquakes, aircraft, non- political riots and malicious damage. Consequential loss Policy provides for protection to the business against loss of gross profit as a reduction in turnover following loss or damage caused by any risks covered under Assets Policy. Accounts Receivable Covers loss of / or damage to records of customer accounts resulting in the inability to trace or establish and recover the outstanding balances. Burglary Policy covers loss of / or damage to contents of premises as a result of theft following forcible and violent entry to or exit from premises.
Motor Insurance
The policy provides cover for any type of vehicle for the following benefits: - Third Party Covers the motorists legal ability to others as well as damage to other peoples property. - Third Party Fire & Theft Provides cover as for third party above, and also covers loss of or damage to the insured vehicle, caused by fire or theft.
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Business Overview
- Comprehensive This is the most extensive form of motor insurance cover, which, in addition to providing the covers listed above, provides accidental damage cover to the insured vehicle. Reimbursement of tournament entry fees for cancellation due to unforeseen sickness or accidental injury. Liability arising from fraudulent use of the golf club swipe card.
Travel Insurance
Covermore is a worldwide leisure and business travel insurance package that enables Zimbabweans to access travel insurance locally. This is a foreign currency denominated policy with premiums payable in rand or any other hard currency. It provides global cover and is underwritten by SANTAM Limited of South Africa with emergency assistance provided by Europe Assistance. The policy covers for traveling emergencies such as: 1. Emergency medical expenses. 2. Journey cancellations. 3. Loss of Luggage.
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Distribution
NICOZDIAMOND has presence in the following markets: Zimbabwe, Uganda, Zambia and Malawi. In a drive to fully capacitate and realize maximum benefit from the regional interests, the company is actively involved in skills transfers, staff secondments and technical assistance so that the level of operations reach optimal levels. NICOZDIAMOND is constantly on a drive for new opportunities to expand in the region and increase shareholder value.
First Insurance Company Limited (FICO) - Uganda This Ugandan firm is a NICOZDIAMOND subsidiary where the company also has a management and technical services agreement. The results of the Company are consolidated into the group results.
Diamond General Insurance Limited (formerly Cavmont) - Zambia NICOZDIAMOND has a shareholding and management contract in this company which has been the fastest growing short term insurance company in Zambia for the last three years.
United General Insurance Company Limited (UGI) - Malawi UGI Malawi remains one of the formidable players in the Malawi market and is the second largest short term insurance company in its market. NICOZDIAMOND has a management and technical services contract with the company.
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From the NDI 2012 CSR, Tariro Project a home in Harare received bunk beds and cash for clothes for the children; Bumhudzo in Chitungwiza received blankets and groceries; Emerald Hill School for the Deaf received laptops; Midlands Childrens Home in Gweru received a water tank and groceries. Entembeni Old Peoples home in Bulawayo received TV, radios, chairs, in Masvingo, school for the deaf received laptops and old peoples home received chairs, clothes and groceries, electric stoves for Chinhoyi and textbooks for Mutare.
Gloria Zvaravanhu presenting one of the laptops to Sister Tariro of Emerald Hill School for the Deaf.
The main project for 2013 is the Young People Intern Program where pupils from Form 4-Form 6 will be gathered (in groups) at NicozDiamond for 2 days for mentorship. The children will be mentored by captains of industry with the NDI Managing Director, Grace Muradzikwa leading the team. The pupils will be given chances to spend a day with the mentor learning what goes in the leaders offices. The programme which will be sponsored by NDI will kick off soon after examinations and will be starting with a group of 150 pupils from Harare. As a company, NDI has taken part in Charity events dinners, golf and other fund raising activities. A team of dedicated staff has also put a hand in making the CSR program a success. Staff contributed cash, clothing items, shoes, food stuffs and their time. Mrs Muradzikwa said, I am often surprised, and always delighted, by the sense of ownership of real pride that all of our employees take in our community initiatives. NDI prides itself in being a leader in developing means for long lasting and positive social change. Getting CSR right is a journey not a destination. Leaders face tough decisions with increasing
NICOZDIAMOND staff presenting chairs, groceries and clothes to Mucheke Old Peoples Home.
pressures to improve their bottom line and to be good corporate citizens. But we must persevere because the fruits of our labour today will make for a better tomorrow. Sympathy or the concern for ones fellows is essential for the cohesion and stability of society.
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Corporate Governance
INTRODUCTION NICOZDIAMOND, its subsidiaries and associated companies is committed to good corporate governance and is guided by the Code of Corporate Practice set out in the Cadbury report of the United Kingdom and the King lll report. It is committed to the principles of transparency, accountability, fairness and integrity in all its dealings. Directors and management are required to observe the highest ethical standards, ensuring the business practices are conducted in a manner which, in all reasonable circumstances, is beyond reproach. The company values ethical behavior and reaffirms its commitment to corporate governance principles by complying with all applicable legislation, regulations and relevant International Financial Reporting Standards. The system of corporate governance in place ensures that Directors and management to whom the running of the company has been entrusted by shareholders, carry out their responsibilities faithfully and effectively, placing the interests of the company ahead of their own. This process is facilitated through the establishment of appropriate reporting and control structures as detailed below; BOARD OF DIRECTORS The Board comprises of eight non- executive Directors and the Managing Director. Board meetings are held on a quarterly basis and at such other times as are necessary under the chairmanship of a non-executive Director. All the Directors have unrestricted access to the advice and services of the Company Secretary. The roles of the Chairman and the Managing Director are separately held and are defined as to ensure a clear division of responsibility. The Board of Directors has overall responsibility for the companys systems of internal control. These systems are designed to provide reasonable assurance of the safeguarding of assets and the reliability of financial information. All Directors are subject to retirement by rotation and re-election by shareholders once every three years in accordance with the companys Articles of Association. The Board as a whole approves the appointments of new Directors. COMMITTEES OF THE BOARD The Audit & Risk Management Committee, Nominations Committee, Executive Remuneration Committee, Investments Committee and the Manpower Committee assist the Board in the discharge of its responsibilities. The power, duties and responsibilities of the committees are governed by their respective Charters as approved by the Board. These committees review matters on behalf of the Board and make recommendations for consideration by the Main Board. BOARD COMMITTEES
AUDIT AND RISK MANAGEMENT COMMITTEE The Audit and Risk Management Committee comprises a majority of non executive Directors including its Chairperson. The executives responsible for Corporate Services , Operations, Internal Audit as well as the External Audit partner attend meetings of the Audit and Risk Management Committee by invitation. The committee meets at least four times a year. The Head of Internal Audit and the External Audit Partner have unrestricted access to the Chairman of the committee. The Audit and Risk Management Committee monitors internal control policies and procedures designed to safeguard company assets and to maintain the integrity of financial reporting. Among the specific responsibilities set out in its Charter, the Audit and Risk management Committee reviews all published accounts of the company; reviews the scope and the independence of the internal and external audits; monitors and assesses the systems for internal compliance
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Corporate Governance
and control and advises on the appointment, performance and remuneration of external auditors EXECUTIVE REMUNERATION COMMITTEE The committee is constituted by three Directors all of whom are non-executives, including the Chairperson of the Board. The committee meets at least twice a year. The committee is responsible for ensuring that senior executives are competitively remunerated in line with their contribution to the companys operating and financial performance, at levels which take into account industry and market bench marks as well as affordability and sustainability. INVESTMENTS COMMITTEE This committee is constituted with strong representation of non-executive Directors and is chaired by a non executive Director. Meetings are held once in every two months. The committee is responsible for the formulation of the Investment Policy of the company and reviewing investment strategy for compliance with such policy. MANPOWER COMMITTEE The Manpower Committee comprises a majority of non-executive directors. The committee meets at least four times a year. The committee is responsible for the companys Human Resources Policy issues and terms and conditions of service. The company continues to subscribe to a compensation philosophy, which ensures that it attracts and retains skilled personnel. Staff compensation levels and manpower development proposals made by the committee are presented to the Board for approval. NOMINATIONS COMMITTEE The committee consists of non executive directors. The committee meets as the committee deems fit but however, meets at least once each year. The committee has a role of identifying and making recommendations to the Board on the appointment of any executive and non executive Directors. The committee also reviews and evaluates the performance and effectiveness of the Board.
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Directorate
NON- EXECUTIVE Mr. Albert J Nduna (Chairman) Mrs. Thembiwe C Mazingi (Vice Chairperson) Mr. Harold A R Bijoux Mr. Paul Brien Mr. James Karidza Mrs. Rachel P. Kupara Mr. Barnabas Matongera Mr. George T. Mutendadzamera EXECUTIVES Mrs. Grace Muradzikwa (Managing Director) COMPANY SECRETARY Mrs. Gloria Zvaravanhu BOARD COMMITTEES AUDIT AND RISK MANAGEMENT COMMITTEE Mrs. Rachel P Kupara (Chairperson) Mr. Paul Brien Mr. James Karidza Mr. George T. Mutendadzamera Mrs. Grace Muradzikwa- Executive
MANPOWER COMMITTEE Mrs. Thembiwe C Mazingi (Chairperson) Mr. Barnabas Matongera Mrs. Grace Muradzikwa - Executive EXECUTIVE REMUNERATION COMMITTEE Mr. Albert Joel Nduna (Chairman) Mrs. Thembiwe Chikosi Mazingi Mr. Barnabas Matongera INVESTMENTS COMMITTEE Mr. James Karidza (Chairman) Mr. Paul Brien Mr Barnabas Matongera Mrs. Grace Muradzikwa (Executive) NOMINATIONS COMMITTEE Mr. Albert Joel Nduna (Chairman) Mrs. Thembiwe Chikosi Mazingi Mr. Barnabas Matongera
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Management
1 2 3
Executive Management
Mrs. Grace Muradzikwa Managing Director Mrs. Gloria Zvaravanhu General Manager (Corporate Services) Mr. Noel Manika General Manager (Operations)
1 2 3 4 5 6 7 8 9 10 11 12 13 14
Senior Management
Ms. Cathrine Musakwa Mr. Caleb Mtabvuri Mr. Nicholas Sayi Mrs. Joyce Nousenga Mrs. Rebecca Moyo Mr. Joseph Mashika Mrs. Agnes Mtotela Mr. Vusani Mapuke Ms. Odiline Kava Mr. Christopher Tapererwa Mr. Garikai Mhondera Mrs. Concilia Musarara Mr. Osborne Nyereyemhuka Mr. Godfrey Matambo Head Strategic Business Unit Head Strategic Business Unit Head Bulawayo Unit Head Technical Services Head Finance Head Treasury Head Human Resources Head IT Head Marketing Business Analyst Branch Controller Mutare Branch Controller Masvingo Branch Controller Chinhoyi Branch Controller Gweru
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Chairmans Statement
INTRODUCTION I present to you my report for the NICOZDIAMOND group of companies for the year ended 31 December 2012. BUSINESS ENVIRONMENT The insurance sector in Zimbabwe remained highly competitive, though the year saw a firming in rates for some classes of business. Given the subdued economic activity, the issue of affordability saw the insurance take up rate happening at a slower pace than had been anticipated. Liquidity challenges in the economy affected the collectability of premiums putting pressure on underwriters to accept extended payment terms. This depressed funds availed for new investments and resultantly investment returns. An increase in the frequency and severity of claims continues to be recorded across the industry, particularly for the motor and fire classes. The property market trends are behaving contrary to other sectors as property values continue to appreciate towards regional parity levels. There was downward pressure on money market interest rates whilst good recovery was recorded on the Zimbabwe Stock Exchange traded equities during the latter part of the year. FINANCIAL PERFORMANCE OVERVIEW In 2012, the group sustained the profitability trend that started in 2011 from both insurance underwriting and investments. Overall, the group made a profit after tax of $2,43 million for the year 2012, a growth of 45% on 2011. The group statement of financial position grew by 13.7% and 9.3% for the company. The capital at $8.9 million for the company was well above the new minimum capital requirement of $1,5million. Though the gross premium only grew by 5% to $24,8m, the group generated positive cash from operations of $0.9 million from a negative position in the prior year. The surplus cash from operations was applied mainly towards purchase of new investments and dividend payment. Reinsurance was higher in 2012 due to strategic review of treaty programmes to cushion the company following the bad claims experience of 2011. The overall claims experience, however, turned out to be much better than prior year as evidenced by the groups gross claims which declined by 6%.
While the Uganda operation made an underwriting loss of $259,242 having suffered a bad claims cycle, Zimbabwe on the other hand made an underwriting profit of $367,039. This resulted in an overall underwriting profit of $107,797. Investments performance for the year was encouraging as the investment returns improved by 49,8% to $1,97 million. The property companies made good operating profits with Thirty Samora Machel contributing 45% of the investment income, NICOZDIAMOND 48% whilst FICO and Marabou contributed the balance of 7%. The work done on the buildings saw an increase in their valuation averaging 23% from the 2011 values. It is also encouraging to note that 58% of the $1,97 million investment income was realised whilst the balance was unrealised gains resulting from property and equities revaluations. 2012 A n n u a l R e p o r t
Overall, the group made a profit after tax of $2,43 million for the year 2012, a growth of 45% on 2011.
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Chairmans Statement
The Associates of the company, Clover Leaf Panel Beaters and Fidelity Funeral Assurance (Pvt) Ltd contributed $399,270 to group profits, an increase of 37% from prior period. REGIONAL OPERATIONS The group continues with its endeavours to diversify income streams by expanding into the region and presence was maintained in Zambia, Uganda and Malawi. ISO CERTIFICATION After the re-certification audits carried out at the end of 2012, the company has been recommended for re-certification on ISO Standard, ISO 9001:2008. SOCIAL RESPONSIBILITY The group has maintained its significance in uplifting the lives of the underprivileged in the various communities it operates through a variety of initiatives. CLAIMS PAYING ABILITY RATING The company still carries a strong claims paying ability rating (A-) which was rated by Global Credit Rating Company of South Africa (GCR). DIRECTORATE Mrs Rachel P. Kupara was nominated to the Board in August 2012 and her appointment will be considered by the shareholders at the next Annual General Meeting of the company. In terms of article 77 of the Companys Articles of Association, Mr James Karidza retires by rotation and being eligible, offers himself for re-election at the next Annual General Meeting of the Company. DIVIDEND The Directors propose a final dividend of 0.064 cents per share for 2012. This is an improvement of 39% on that declared for 2011 and is in line with the overall improvement in profitability of the group. OUTLOOK The company is optimistic about the continued recovery of the Zimbabwean economy and the inherent opportunities for the insurance industry in the future and is well placed in terms of capital, to exploit these opportunities that the recovery will present. In Uganda, the plans to recapitalize FICO are at an advanced stage and this move will make FICO more competitive and strategically position it to acquire significant new business. The investments made in refurbishments of the property portfolio in Zimbabwe are also expected to reward better returns into the future. APPRECIATION On behalf of the Board and shareholders I would like to extend my sincere appreciation to our valued clients, business providers, regulators, management and staff and all other stakeholders, for their continued support and commitment in the year.
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Mild improvements were registered on most areas but the decline in Net Premium (as a result of the higher retentions) and an increase in expenses caused the decline in underwriting profit for the year. Retentions were conservatively designed to be lower, through the 2012 treaty programs, in response to the bad claims experience of 2011. Key Technical Ratios The graph below shows the key technical ratios of the Group for 2012 compared to 2011. NicozDiamond was the biggest contributor to Group profits at 58%, a growth in contribution of 28% compared to prior. The entity recorded 133% growth in profitability backed by underwriting profit growth of 117% and investment income growth of 61%. FICOs contribution declined because of the loss in 2012. The Property companies (Thirty Samora Machel and Marabou) contributed 48% to the Group profits. 63% of their contributions were from properties capital appreciation while the balance was operating profit from leasing. The associate companies, Clover Leaf Panel Beaters and Fidelity Funeral Assurance, contributed 17% to Group profits.
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All the key ratios showed a growth on 2011 reflecting the groups growth in profitability. The share price performance for 2012 did not mirror the Groups improved performance. It is anticipated that the market price will correct in line with the Groups fundamentals. REGIONAL OPERATIONS In addition to Uganda, Zambia and Malawi, the group is still scouting for opportunities in the region. The pace of regional penetration initiatives is being affected by the regulatory approval processes in the respective countries, which generally take long. OUTLOOK The outlook for 2013 is encouraging. We remain focused on driving sustainable profitability and a strong balance sheet while seeking value adding services to our clients. This requires us to place customer service at the centre of all we do. The operations in Zimbabwe remain optimistic that recovery will continue to be witnessed on the economic front and that the planned elections of 2013 will bring forth a more enabling political and operating environment. The company has exciting products and I strongly believe our product lines have good future prospects in a growing Zimbabwean economy. The opportunities that Uganda presents remained untapped by FICO but the changes in the shareholding and capital structures in 2013 are envisaged to better place the company in the market place to tap into these opportunists.. APPRECIATION On behalf of management and staff, I wish to thank the shareholders, Directors, and all other stakeholders for the support extended to the company in 2012. I also wish to thank the staff in the Group for the increased efforts put in 2012 to make sure the Group progresses forward.
The Properties segment of the portfolio contributed the most to investment income. About 46% of the income from properties is operating income from the rent earning properties whilst the balance is unrealized fair value adjustments. The income from the money market, though still sizeable, is showing a decline as a result of the downward pressures on investment rates characterizing the market.
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Number 2012 565 858 859 34 141 141 600 000 000 Number 2012 559 510 159 6 348 700 565 858 859
Number 2011 559 510 159 40 489 841 600 000 000 Number 2011 559 510 159 559 510 159
As at 31 December 2012, 34 141 141 (2011-40 489 841) shares were under the control of the Directors.
2. RESULTS FOR THE YEAR ENDED 31 DECEMBER 2012 The results for the year are as set out in the accompanying financial statements, a summary of which is stated below; Summary of Group Results Gross Premium Written Operating Profit Profit before Taxation Profit After Taxation
6. DIVIDEND The Directors have recommended a final dividend of 0.064cents per share for the year ended 31 December 2012. The dividend will be paid to shareholders registered in the books of the company at close of business on 19th of April 2013. The dividend will be payable on or about 20 May 2013. Taxes will be deductible as applicable. 7. AUDITORS Shareholders will be requested to approve the remuneration of the Auditors for the financial year ended 31 December 2012 at the Annual General Meeting and appoint Auditors for the year 2013. 8. DIRECTORS FEES Directors fees have been reviewed in line with market trends during the year and are pegged at an average of those paid to Direc tors of similar sized companies. A resolution will be passed at the annual general meeting to approve Directors fees for the company totaling $78,561 in respect of the year under review.
3. RESERVES The movements in the reserves are set out in the accompanying financial statements. 4. DIRECTORATE During the year, Mr. Gladman Sabarauta resigned from the Board. The Board thanks him for his contributions during the period that h e served on the Board. To replace him on the Board, Mrs. Rachel Kupara is being proposed for election to the Board at the next AGM.
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(continued)
The Directors of the Company are responsible for the maintenance of adequate accounting records, and the preparation of financial statements for each financial period that gives a true and fair view of the state of affairs of the Company and the Group at the end of the financial period and of the results and cash flows for the period. They are also required to select appropriate accounting policies, to safeguard the assets of the Company and the Group and to make reasonable and prudent judgments and estimates. Accounting policies, which follow International Financial Reporting Standards, have been consistently applied. The Directors are also responsible for the systems of internal control. These are designed to provide reasonable, but not absolute assurance as to the reliability of the financial statements, and to safeguard, verify and maintain accountability of assets, and to prevent and detect material misstatements and losses. These systems are implemented and monitored by suitably trained personnel with an appropriate segregation of authority and duties. Nothing has come to the attention of the directors to indicate that any material breakdown in the functioning of these controls, procedures and systems has occurred during the period under review. The financial statements have been prepared on a going concern basis since the Directors have every reason to believe that the Company and the Group have adequate resources to continue in operation for the foreseeable future. The financial statements have been prepared in full compliance with all Financial Reporting Standards and the Companies Act (Chapter 24:03). The financial statements have been audited by the groups external auditors, Ernst &Young, who have been given unrestricted access to all financial records and related data, including minutes of all meetings of the Board of Directors and Committees of the Board. The Directors confirm that all representations made to the independent auditors during the audit were valid and appropriate. The financial statements for the year ended 31 December 2012, were approved by the Board of Directors on 20 March 2013 and are signed on their behalf by:
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Group Group Company Company Note 2012 2011 2012 2011 $ $ $ $ Revenue Gross premium - non life 24,782,769 23,546,519 22,720,823 21,243,430 Premium ceded (10,629,662) (8,714,219) (10,082,549) (7,836,527) Net premium written 14,153,107 14,832,300 12,638,274 13,406,903 Unearned premium provision (39,098) (683,563) 91,795 (810,733) Earned premium 14,114,009 14,148,737 12,730,069 12,596,170 Brokerage commission and fees 2,408,633 1,954,733 2,241,535 1,844,384 Investment income 8.1 1,320,348 1,128,713 597,112 546,263 Other income 8.2 70,199 218,788 139,486 203,478 Total revenue 17,913,189 17,450,971 15,708,202 15,190,295 Total expenses (16,386,437) (16,108,768) (14,700,870) (14,506,130) Net benefits and claims 8.3 (6,735,154) (7,484,765) (6,336,755) (7,031,543) Commission and acquisition expenses (3,833,495) (3,380,337) (3,553,079) (3,101,461) Operating and administrative expenses 8.5 (5,817,788) (5,243,666) (4,811,036) (4,373,126) Operating profit 1,526,752 1,342,203 1,007,332 684,165 Other gains/(losses) 8.4 578,804 (33,166) 212,111 (211,955) Finance costs (50,975) (5,542) (21,360) (4,482) Profit before share of profit of associates 2,054,581 1,303,495 1,198,083 467,728 Share of associates profit 8.7 399,270 290,883 - - Profit before tax 2,453,851 1,594,378 1,198,083 467,728 Taxation 8.8 (27,370) 74,661 3,436 13,714 Profit for the period 2,426,481 1,669,039 1,201,519 481,442 Profit for the period attributable to: Equity holders of the parent 2,446,907 1,632,567 1,201,519 481,442 Non-controlling interests (20,426) 36,472 - - 2,426,481 1,669,039 1,201,519 481,442 Other comprehensive income: Exchange difference on translation of foreign operations 8.6 (35,054) (86,340) - - Other comprehensive income for the period net of tax (35,054) (86,340) - - Total comprehensive income for the year 2,391,427 1,582,699 1,201,519 481,442 Total comprehensive income attributable to: Equity holders of the parent 2,424,802 1,578,121 1,201,519 481,442 Non-controlling interests (33,375) 4,578 - - 2,391,427 1,582,699 1,201,519 481,442 Earnings per share (in cents): Basic earnings per share (cents) 6 0.43 0.29 0.13 0.05 Diluted earnings per share (cents) 6 0.43 0.29 0.13 0.05
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Note Group Group Company Company 2012 2011 2012 2011 $ $ $ $ ASSETS Non-current assets 11,151,873 9,003,372 4,937,954 4,427,179 Property and equipment 9 1,194,168 1,105,733 1,027,531 937,688 Investment properties 10 8,013,253 6,677,444 1,865,958 1,668,390 Deferred tax asset 15.1 134,756 72,262 - - Investment in associates 8.7 958,345 559,075 63,010 63,010 Investment in unquoted equities 11.1 268,242 222,777 193,780 183,795 Investment at fair value through profit and loss 11.3 507,745 294,366 507,745 294,366 Investment in subsidiary 23 - - 1,279,930 1,279,930 Statutory deposit 13 75,364 71,715 - - Current assets 13,838,213 12,976,364 12,327,674 11,363,914 Insurance receivables 12 6,318,241 6,778,611 5,088,786 5,890,706 Inventories 4.22 48,557 47,344 48,557 47,344 Deferred acquisition costs 5(c) 650,336 624,483 553,789 572,150 Current tax receivable 21 47,800 - 65,824 65,824 Related party receivables 28 410,675 203,978 769,938 288,151 Other receivables and prepayments 12.1 336,631 305,032 176,026 191,453 Short-term investments 11.2 1,716,384 3,591,886 1,424,980 2,988,814 Cash and cash equivalents 22 4,309,589 1,425,030 4,199,774 1,319,472 Total assets 24,990,086 21,979,736 17,265,628 15,791,093 EQUITY AND LIABILITIES Equity attributable to owners of the parent 14,367,634 12,088,770 8,952,658 7,897,077 Share capital 14 2,828,995 2,797,251 2,828,995 2,797,251 Share premium 14 3,278,793 3,183,563 3,278,793 3,183,563 Retained earnings 8,146,837 5,998,847 2,844,870 1,916,263 Foreign currency translation reserve (188,573) (166,468) - - Capital reserve 24,596 24,596 - - Other reserves 276,986 250,981 - - Non-controlling interest 291,633 325,008 - - Total equity 14,659,267 12,413,778 8,952,658 7,897,077 Non-current liabilities 503,197 214,156 232,899 3,844 Deferred tax liability 15 259,411 189,502 408 3,844 Long term loan 17 243,786 24,654 232,491 - Current liabilities 9,827,622 9,351,802 8,080,071 7,890,172 Insurance payables 16 2,750,291 2,373,530 2,204,395 2,005,740 Related party payables 28 311,672 319,282 311,672 319,282 Other payables and accruals 16 1,267,912 980,176 1,011,616 869,380 Current tax payable 21 - 33,009 - Insurance provisions 18 5,497,747 5,645,805 4,552,388 4,695,770 TOTAL EQUITY AND LIABILITIES 24,990,086 21,979,736 17,265,628 15,791,093
The financial statements were approved and authorised for publication by the Board of Directors on 20 March 2013 and signed o n its behalf by: Chairman ................................................... Director ...................................................... Date 20 March 2013
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Cash receipts from customers 19 27,592,549 24,059,801 25,279,281 21,199,620 Cash paid to suppliers and employees 20 (26,550,394) (24,624,005) (24,174,397) (21,745,063) Cash generated from/(utilised in)operations 1,042,155 (564,204) 1,104,884 (545,443) Finance costs (50,975) (5,542) (21,360) (4,482) Income tax paid (105,207) (68,223) - Net cash used generated from/(utilised in) operating activities 885,973 (637,969) 1,083,524 (549,925) Cash flows from investing activities Acquisition of subsidiary net of cash acquired 23 - (11,000) - (11,000) Purchase of property and equipment (375,709) (64,421) (333,280) (59,490) Acquisition and development of investment properties (451,168) (668,908) (3,381) (278,490) Investment income 710,994 696,191 609,129 642,014 Purchase of investments (2,056,665) (939,449) (1,729,573) (726,867) Proceeds from disposal of property and equipment 64,867 22,127 64,867 22,129 Proceeds from disposal of investments 4,092,595 1,846,938 3,352,553 1,653,439 Net cash generated from investing activities 1,984,914 881,478 1,960,315 1,241,735 Cash flows from financing activities Proceeds from long-term loan 250,000 27,677 250,000 Dividend paid 14.1 (145,938) - (145,938) Loan to subsidiary - (250,000) Repayment of loan (23,910) (3,023) (17,599) Net cash generated from financing activities 80,152 24,654 (163,537) Net increase in cash and cash equivalents 2,951,039 268,163 2,880,302 691,810 Cash and cash equivalents at beginning of year 1,425,030 1,082,540 1,319,472 627,662 Effects of exchange rate changes on cash and cash equivalent (66,480) 74,327 - Cash and cash equivalents as at 31 December 2012 22 4,309,589 1,425,030 4,199,774 1,319,472
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Foreign
currency NonShare Share Retained Capital translation Other controlling capital premium earnings reserves reserves reserves Total interests Total equity Group US$ US$ US$ US$ US$ US$ US$ US$ US$
Balance at 1 January 2011 Transfer from distributable reserve Equity adjustment Excess of loss Total comprehensive income for the year (Loss)/Profit after tax for the period Other comprehensive income net of taxes Transfer to other reserves Transfer to capital reserves Balance as at 31 December 2011 Total comprehensive income for the year Profit/(Loss) after tax for the period Other comprehensive income net of taxes Scrip dividend issued Transfer to other reserves Cash dividend paid Balance as at 31 December 2012
2,094,193 2,341,731 (20,154) (19,865) 1,632,567 1,632,567 - (29,047) (578) 5,998,847 2,446,907 2,446,907 - (126,974) (26,005) (145,938) 8,146,837
(112,022) 2,574,497 - (2,341,731) - (10,832) - - (54,446) - - - (54,446) - - 29,047 - - (166,468) 250,981 (22,105) - (22,105) - - - (188,573) - - - - 26,005 - 276,986
10,561,500 - (30,986) (19,865) 1,578,121 1,632,567 (54,446) - - 12,088,770 2,424,802 2,446,907 (22,105) - - (145,938) 14,367,634
Foreign Currency Non Share Share Retained Capital Translation Other controlling capital premium earnings reserves reserves reserves Total interests Total equity Company US$ US$ US$ US$ US$ US$ US$ US$ US$ Balance at 1 January 2011 2,797,251 3,183,563 1,434,821 - - - 7,415,635 - 7,415,635 Total comprehensive income for the year - - 481,442 - - - 481,442 - 481,442 Profit after tax for the period - - 481,442 - - - 481,442 - 481,442 Other comprehensive income net of taxes - - - - - - - - - Balance as at 31 December 2011 2,797,251 3,183,563 1,916,263 - - - 7,897,077 - 7,897,077 Total comprehensive Income for the year - - 1,201,519 - - - 1,201,519 - 1,201,519 Profit after tax for the period - - 1,201,519 - - - 1,201,519 - 1,201,519 Other comprehensive income net of taxes - - - - - - - - Scrip dividend issue 31,744 95,230 (126,974) - - - - - Cash dividend - - (145,938) - - - (145,938) - (145,938) Balance as at 31 December 2012 2,828,995 3,278,793 2,844,870 - - - 8,952,658 - 8,952,658
Notes Capital reserves This pertains to First Insurance Company of Uganda (FICO) and is a statutory transfer done annually from retained earnings to capital reserves when there is a profit. There was no transfer to capital reserves in 2012. Other reserves Other reserves are made up of: i) Contingency reserve of $276,986 ($250,981 - 2011), relates to FICO. The Insurance Act of Uganda requires that a contingency reserve, which shall not be less than 2% of the gross premium or 15% of the net profits, which ever is greater, or any such other amount as the Commissioner may decide be accumulated until it reaches the minimum paid-up capital or 50% of the net premiums, which ever is the greater. During the year an amount of $26,005 was transferred to the reserve account. Foreign currency translation reserve This arose from translation of assets and liabilities of foreign operations into US dollars at the date of exchange prevailing at the reporting date and their statement of comprehensive income at exchange rate prevailing at the date of the transactions. Retained earnings The retained earnings of companies within the Group are as follows: 2012 2011 NicozDiamond 2,844,870 1,916,263 First Insurance Company (984,695) (888,159) Thirty Samora Machel 5,013,215 4,136,902 Marabou 14,343 9,691 Consolidation adjustments 1,259,104 824,150 8,146,837 5,998,847
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4.3
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Premiums and claims are presented on a gross basis for both ceded and assumed reinsurance. Reinsurance assets or liabilities are derecognised when the contractual rights are extinguished or expire or when the contract is transferred to another party. Ceded reinsurance arrangements do not relieve the Group from its obligation to policyholders. Gains and losses on buying reinsurance are recognised in profit or loss immediately, the date of purchase and are not amortised. 4.8 Insurance Receivable Insurance receivables are recognised when due and measured on initial recognition at the fair value of the consideration received or receivable. Subsequent to initial recognition, insurance receivables are measured at amortised cost, using the effective interest rate method. The carrying value of insurance receivables is reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable, with the impairment loss recorded in the profit or loss. Insurance receivables are derecognised when the derecognition criteria for financial assets as described in note 4.6 has been met. Cash and cash equivalents Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term deposits with a maturity of three months or less. The short-term investments, with a maturity of three months or less are readily convertible to a known amount of cash with insignificant risk of change in value. For the purposes of the consolidated statement of cash flows, cash and cash equivalents consists of cash and short-term deposits as defined above, net of outstanding bank overdrafts.
4.9
4.10 Taxes Current income tax Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered
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4.13
4.12
(i) Transactions and balances Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange ruling at the reporting date. Non-monetary items that are measured in terms of historical cost in foreign currency are translated using the exchange rate as at the date of initial transaction and are not subsequently restated. Non-monetary items measured at their fair value in a foreign currencyare translated using the exchange rates at the date when their fair value was determined.
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The weighted number of shares takes into account the weighted average effect of scrip dividend issued during the year.
7 SEGMENT INFORMATION For management purposes, the Group is organised into business units based on their products and services and two reportable seg ment as follows: 1) Short tem insurance 2) Property investment. - Short term insurance segment provides general insurance products to individuals and businesses. Revenue in this segment is derived primarily from insurance premiums , investment income and fair value gains and losses on investments. - The property segment leases offices and residential properties owned by the Group which are surplus to the Groups require ments. - No operating segments have been aggregated to form the above reportable operating segments. - Management monitors operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. - Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the consolidated financial statements.
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Group Group Company Company 2012 2011 2012 2011 $ $ $ $ 8.1 Investment income Rental income from investment properties 694,750 567,362 76,126 49,059 Dividend income from financial assets through profit and loss 60,374 5,413 60,374 5,413 Interest income from financial assets at fair value through profit and loss 492,130 499,886 389,866 435,806 Other interest income 73,094 56,052 70,746 55,985 1,320,348 1,128,713 597,112 546,263 8.2 Other income Management Fees receivable 56,008 203,478 139,486 203,478 Other 14,191 15,310 - - 70,199 218,788 139,486 203,478 8.3 NET BENEFITS AND CLAIMS Gross benefits and claims paid 10,799,028 11,439,356 9,710,211 10,452,960 Claims recovered from reinsurers (3,845,749) (4,418,727) (3,247,351) (3,874,740) Gross change in contract liabilities Change in outstanding losses provision (206,122) 318,612 (89,302) 309,210 Change in IBNR claims provision (12,003) 145,524 (36,803) 144,113 Total gross change in contract liabilities (218,125) 464,136 (126,105) 453,323 Net benefits and claims 6,735,154 7,484,765 6,336,755 7,031,543
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This arose from the foreign translation of First Insurance Company (FICO), from Ugandan Shillings (functional currency) to United States Dollars (reporting currency). The rate used to translate the Statement of Financial Position was $1:UGX 2,686 (2011 - 2,565).
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8.7 Investment in associates Reconciliation of the carrying amount Group Group Company Company Balance at beginning of the year 559,075 268,192 63,010 63,010 Share of profit for the year 399,270 290,883 - - Balance at year end 958,345 559,075 63,010 63,010 Information on associates - Clover Leaf Panel Beaters Country of incorporation Zimbabwe Zimbabwe Principal activities Motor industry Motor industry Percentage holding 45% 45% Year end December December Year-end used for inclusion in group accounts December December Non-current assets 74,090 72,944 Current assets 299,705 294,077 Current liabilities (57,671) (111,449) Net assets 316,123 255,572 Information on associates - Fidelity Funeral Assurance Country of incorporation Zimbabwe Zimbabwe Principal activities Life Assurance Life Assurance Percentage holding 23.9% 23.9% Year end December December Year-end used for inclusion in group accounts December December Non-current assets 94,172 70,116 Current assets 586,992 278,509 Current liabilities (95,236) (13,536) Non-current liabilities (6,397) (6,397) Net assets 579,531 328,692 8.8 Taxation (credit)/expense Current tax 64,907 55,930 - - Deferred tax - liability movement 24,957 (190,205) - (152,294) Deferred tax - asset movement (62,494) 59,614 (3,436) 138,580 27,370 (74,661) (3,436) (13,714) Tax rate reconciliation Tax at normal rate -25.75% -25.75% -25.75% -25.75% Adjust for: Effect of non-deductible expenses 3.4% 5.1% 5.8% 123.8% Effect of non-taxable income 27.5% (6.9%) 75.8% (134.8%) Other effects (6.3%) 22.9% (55.6%) 33.9% 1.1% (4.7%) (0.3%) (2.9%)
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9. PROPERTY AND EQUIPMENT Group Freehold Land Motor Equipment Furniture & Buildings vehicles & computers & fittings Total US$ US$ US$ US$ US$ Cost Balance as at 1 January 2011 365,956 844,474 353,090 325,161 1,888,681 Exchange rate movement on foreign operations (91,304) (1,919) (3,631) (5,503) (102,357) Additions - 90,132 52,477 52,916 195,525 Reclassification to investment property (64,652) - - - (64,652) Disposals - (97,487) (25,793) (55,858) (179,138) Balance as at 31 December 2011 210,000 835,200 376,143 316,716 1,738,059 Exchange rate movement on foreign operations - (1,377) (2,064) (3,094) (6,535) Additions - 284,416 122,320 19,779 426,515 Disposals - (101,100) - (1,646) (102,746) Balance at 31 December 2012 210,000 1,017,139 496,399 331,755 2,055,293 Accumulated Depreciation Balance as at 1 January 2011 - (189,873) (143,194) (133,893) (466,960) Charge for the year - (168,237) (66,566) (38,289) (273,092) Eliminated on disposals - 55,212 19,234 15,711 90,157 Impairment losses/ (reversals) recognised in P/L - - 2,122 10,955 13,077 Exchange rate movement on foreign operations - 1,592 1,861 1,039 4,492 Balance on 31 December 2011 - (301,306) (186,543) (144,477) (632,326) Charge for the year - (196,396) (79,911) (29,248) (305,555) Eliminated on disposals - 72,878 - 900 73,778 Exchange rate movement on foreign operations - 528 948 1,502 2,978 Balance at 31 December 2012 - (424,296) (265,506) (171,323) (861,125) Carrying amount at 31 December 2012 210,000 592,843 230,893 160,432 1,194,168 Carrying amount at 31 December 2011 210,000 533,894 189,600 172,239 1,105,733 9. PROPERTY AND EQUIPMENT Company Freehold Land Motor Equipment Furniture & Buildings vehicles & computers & fittings Total US$ US$ US$ US$ US$ Balance at 01 January 2011 210,000 824,389 248,843 207,088 1,490,320 Additions - 62,455 18,708 25,133 106,296 Disposals - (85,500) (12,015) (54,775) (152,290) Balance at 31 December 2011 210,000 801,344 255,536 177,446 1,444,326 Additions - 284,416 86,352 13,318 384,086 Disposals - (101,100) - (1,646) (102,746) Balance at 31 December 2012 210,000 984,660 341,888 189,118 1,725,666 Accumulated Depreciation Balance on 01 January 2011 - (174,158) (96,913) (82,313) (353,384) Charge for the year - (162,770) (46,562) (20,308) (229,640) Eliminated on disposals - 43,225 5,456 14,628 63,309 Impairment reversals on disposal - - 2,122 10,955 13,077 Balance on 31 December 2011 - (293,703) (135,897) (77,038) (506,638) Charge for the year - (190,778) (56,514) (17,983) (265,275) Eliminated on disposals - 72,878 - 900 73,778 Balance at 31 December 2012 - (411,603) (192,411) (94,121) (698,135) Carrying amount at 31 December 2012 210,000 573,057 149,477 94,997 1,027,531 Carrying amount at 31 December 2011 210,000 507,641 119,639 100,408 937,688
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Group Group Company Company 2012 2011 2012 2011 10 INVESTMENT PROPERTIES 1. Reconciliation of the carrying amount Balance at 1 January 6,677,444 5,307,761 1,668,390 1,243,900 Additions 451,168 668,908 3,381 278,490 Disposals (50,000) - (50,000) Exchange rate movement on foreign operations (24,848) (50,446) - Reclassification from owner occupied property - 64,652 - Fair value adjustments 959,489 686,569 244,187 146,000 Balance at 31 December 8,013,253 6,677,444 1,865,958 1,668,390 2. Income and expenses related to investment property Rental income from investment property recognised in 694,750 567,362 76,126 49,059 Profit and loss. Direct operating expenses (repairs, maintenance, etc) for: 353,557 411,008 15,879 2,225 - Property that generated rentals during the periods Investment properties are stated at fair value as at 31 December 2012 and 31 December 2011. Fair values were determined, with reference to valuations performed by an accredited independent valuer. For commercial properties values were calculated using a discounted cashflow approach and are based on current rental income plus any anticipated uplifts at the next rent review, assuming no future growth in rental income. This uplift and the discount rate were derived from rates implied by recent market transactions on similar properties. For residential properties the open market value method is used in comparison with recent market transactions on similar properties. The valuer applied the following rentals based on market information. Location Offices Retail Industrial rent/sq metre rent/sq metre rent/sq metre Harare Bulawayo Gweru Mutare 6.5 3 - 5 3 3 15 10 - 15 8 - 10 6 2.5 1 - 1.5 2 1.5
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The valuer used the investment method to arrive at a realistic capital value hence in our opinion the properties are fairly valued. A conservative o pen monthly rate of $6.00 was used considering the hardships most businesses in Zimbabwe are facing. In undertaking the valuations, the valuer took into considerations void rates and arrears currently applying to the individual properties in the portfolio. A rental yield of 10% was used to discount the properties. This yield was obtained from some concluded transactions and consideration of account prices and offers that had been received for properties currently on the market, formally or otherwise, although the transaction may not have been concluded. The valuer also adjusted and applied the implied values in the manner we considered appropriate. With regard to residential properties, the valuer was able to identify various residential properties sold or which were on sale and situated in comparable areas. After adjustments for quality, location and size on the rates for our properties, these rates were then applied to the specific residential properties. The Discounted Cash Flow Method involves the projection of a series of periodic cash flows either to an o perating property or a development property. To this projected cash flow series, an appropriate, market derived discount rate is applied to establish an indication of the present value of the income stream associated with the property. The calculated periodic cash flow is typically estimated as gross rental income less vacancy and collection losses and less operating expenses. A series of periodic net operating incomes, along with an estimate of the terminal value anticipated at the end of the projection period, are discounted to present value. T h e aggregate of the net present values equals the market value of the property. The rental income that arose during the year is included in investment income. Investmentproperties are mainly kept for capital appreciation and to earn rentals. The Group entered into operating lease contracts with all tenants for the investment property. During the year investment properties valued at $524,000 were pledged as security for a mortgage loan valued at $232,491 as at 31 December 2012.
Sensitivity analysis The following analysis shows the impact of a 10% decline/increase in property value on profit and net assets. 2012 Profit Net Assets ($) 10% decline in property value (801,325) (801,325) 10% increase in property value 801,325 801,325 Positive figures represent an increase in profit or increase in value on net assets.
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11 INVESTMENTS 11.1 INVESTMENT IN UNQUOTED EQUITIES AT FAIR VALUE THROUGH PROFIT AND LOSS Group Group Company Company 2012 2011 2012 2011 %age Holding Fidelity Life Asset Management (Zimbabwe) 1.92% 19,081 16,496 19,081 16,496 Uganda Reinsurance 1.00% 37,230 - - Central Broadcasting Service (Uganda) 17.61% 37,232 38,982 - Diamond General Insurance (Zambia) 11% 174,699 167,299 174,699 167,299 268,242 222,777 193,780 183,795
11.1.1 MOVEMENTS IN UNQUOTED EQUITIES Opening balance 222,777 210,505 183,795 167,404 Additions - purchase of stake in Uganda Reinsurance 37,230 - - Fair value adjustments 9,985 16,391 9,985 16,391 Exchange rate movement on foreign operations (1,750) (4,119) - Closing balance 268,242 222,777 193,780 183,795 11.2 SHORT TERM INVESTMENTS AT FAIR VALUE THROUGH PROFIT AND LOSS Government, Municipal stocks and bonds 350,000 499,389 350,000 200,000 Money market deposits 1,020,012 2,210,293 728,608 1,906,610 Quoted equities 346,372 882,204 346,372 882,204 Grand Total 1,716,384 3,591,886 1,424,980 2,988,814 11.2.1 MOVEMENT IN QUOTED EQUITIES Opening balance 882,204 1,439,151 882,204 1,439,151 Additions 309,822 1,114,437 309,822 1,114,437 Disposals (686,366) (1,250,312) (686,366) (1,250,312) Fair value adjustment (159,288) (421,072) (159,288) (421,072) Closing balance 346,372 882,204 346,372 882,204 11.2.2 MOVEMENT IN SHORT-TERM DEPOSITS Opening balance 2,709,682 3,465,966 2,106,610 2,950,475 Additions 878,537 4,057,447 821,831 2,974,300 Investment income 492,130 499,886 389,866 435,806 Disposals (2,710,337) (5,313,617) (2,239,699) (4,253,971) Closing balance 1,370,012 2,709,682 1,078,608 2,106,610 11.3 LONG TERM INVESTMENTS AT FAIR VALUE THROUGH PROFIT AND LOSS Money market deposits 507,745 294,366 507,745 294,366 11.3.1 LONG TERM DEPOSITS Opening balance 294,366 144,366 294,366 144,366 Additions 250,000 150,000 250,000 150,000 Disposals (36,621) - (36,621) Closing balance 507,745 294,366 507,745 294,366 11.4 Fair value measurements recognised in the statement of financial position The table below provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value grouped into levels 1 to 3 based on the degree to which the fair value is observable: - Included in the Level 1 category are financial assets that are measured in whole or in part by reference to published quotes in an active market. A financial instrument is regarded as quoted in an active market if quoted prices are readily and r egularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices r epresent actual and regular ly occurring market transaction on an arms length basis: - Included in the Level 2 category are financial assets measured using a valuation technique based on assumptions that are supported by prices from observable current market transactions, and
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14 ORDINARY SHARE CAPITAL AND SHARE PREMIUM Group Group Company Company 2012 2011 2012 2011 Authorised Share Capital 600 000 000 ordinary shares of $0.005 each 3,000,000 3,000,000 3,000,000 3,000,000 Issued Share Capital 565 798 859 (2011 - 559 450 159) ordinary shares of $.005 each 2,828,995 2,797,251 2,828,995 2,797,251 Share Premium 3,278,793 3,183,563 3,278,793 3,183,563 During the year the issued share capital was increased by $126,974 from the issue of 6 348 700 ordinary shares. These shares were offered to existing shareholders as scrip dividend. 14.1 Dividend Paid Declared and paid during the year Dividends on ordinary shares: Final dividend for 2011:0.046 cents per share 145,938 - 145,938 145,938 - 145,938 14.2 SHARE OPTIONS Shareholders approved a new share option scheme in 2010 but no shares have been granted as at 31 December 2012. 15 DEFERRED TAX LIABILITY Group Group Company Company 2012 2011 2012 2011 At beginning of year 189,502 379,707 3,844 17,558 Prior year deferred tax adjustment 44,952 - - Deferred tax (release)/charge for the year in profit or loss 24,957 (190,205) (3,436) (13,714) Balance at 31 December 2012 259,411 189,502 408 3,844 Deferred Tax Analysis Property plant and equipment 63,823 200,545 45,620 180,170 Investment Properties 311,874 197,519 71,074 32,236 Trade receivables 27,971 991,654 27,971 991,654 Estimated tax losses 34,969 (1,168,448) 34,969 (1,168,448) Quoted equities 9,689 (255,506) 9,689 (255,506) Trade payables (561,655) - (561,655) Other liabilities (422,091) - (422,091) Other assets 794,831 223,738 794,831 223,738 259,411 189,502 408 3,844
15.1 DEFERRED TAX ASSET 134,756 72,262 - MOVEMENT IN DEFERRED TAX ASSET Opening balance 72,262 131,876 - Credit/(debit) to profit and loss 62,494 (59,614) - Closing balance 134,756 72,262 - Deferred tax assets have been recognised by the Group from the subsidiary FICO. These will be recovered from future taxable profits. 16 TRADE AND OTHER PAYABLES Due to policy holders, reinsurers 2,750,291 2,373,530 2,204,395 2,005,740 Other payables 1,267,912 980,176 1,011,616 869,380 Trade payables are non interest bearing and are normally settled on 30 day terms. Other payables are non interest bearing and have an average term of 60 days.
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24.3 Capital Management objectives, policies and approach The primary source of capital used by the Group is equity shareholders Funds and borrowings. The primary objective of the Groups capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business (underwriting capacity) and maximise shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. The Group monitors capital using a gearing ratio calculated as debt divided by equity. As at 31 December the gearing ratio was strong and there was a debt of $243,786. The components of the Capital were as follows: Group Group Company Company 2012 2011 2012 2011 Share Capital 2,828,995 2,797,251 2,828,995 2,797,251 Share Premium 3,278,793 3,183,563 3,278,793 3,183,563 Retained Earnings 8,146,837 5,998,847 2,844,870 1,916,263 Capital Reserves 24,596 24,596 - Foreign Translation Reserve (188,573) (166,468) - Other Reserves 276,986 250,981 - Total Equity 14,367,634 12,088,770 8,952,658 7,897,077 24.4 Regulatory framework Regulators are primarily interested in protecting the rights of policy holders and monitor them closely to ensure that the Group is satisfactorily managing affairs for their benefit. At the same time regulators are also interested in ensuring that the Group maintains an appropriate solvency position to meet unforeseen liabilities arising from economic shocks or natural disasters. The operations of the Group are also subject to regulatory requirements within the jurisdictions in which it operates. Such regula tions, also impose certain restrictive provisions (e.g. Solvency ratios) to minimise the risk of default and insolvency on the part of the insurance companies to meet unforeseen liabilities as these arise. Minimum capital requirements as set by the Insurance and Pensions Commission in Zimbabwe is $1,500,000, and the minimum capital applicable for Uganda is $372,301. Both entities are meeting capital requirements in their respective jurisdictions. 24.5 Insurance and financial risk The principal risk the Group faces under insurance contracts is that the actual claims and benefit payments or the timing thereof, differ from expectations. This is influenced by the frequency of claims, severity of claims, actual benefits paid and subsequent development of long term claims. Therefore, the objective of the Group is to have sufficient reserves available to cover these liabilities. The risk exposure is mitigated by diversification across a large portfolio of insurance contracts and geographical areas. The variability of risks is also improved by careful selection and implementation of underwriting strategy guidelines, as well as the use of reinsurance arrangements. The Group purchases reinsurance as part of its mitigation programme. Reinsurance ceded is placed on both a proportional and non-proportional basis. The majority of proportional reinsurance is quota-share reinsurance which is taken out to reduce the overall exposure of the Group to certain classes of business. Non-proportional reinsurance is primarily excess-of-loss reinsurance designed to mitigate the groups net exposure to catastrophe losses. Retention limits for the excess of loss reinsurance vary by product line. Amounts recoverable from reinsurers are estimated in a manner consistent with the outstanding claims provision and are in accordance with the reinsurance contracts. Although the Group has reinsurance arrangements, it is not relieved of its direct obligations to its policyholders and thus a credit exposure exists with respect to ceded insurance, to the extent that any reinsurer is unable to meet its obligations assumed under such reinsurance arrangements. The Groups placement of reinsurance is diversified such that it is neither dependant on a single reinsurer nor are the operations of the Group substantially dependant upon any single reinsurance contract. The Group principally issues the following type of general insurance contracts: motor, fire, marine, accident, engineering, farming etc. The variability of risks is improved by careful selection and implementation of underwriting strategies, which are designed to ensure that risks are diversified in terms of risk and level of insured benefits. This is largely achieved through diversification across industry sectors and geography. Further, strict claim review policies to assess all lodged claims, regular detailed review of claims handling procedures and frequent investigation of possible fraudulent claims are all policies and procedures put in place to reduce the risk exposure of the Group. The Group further enforces a policy of actively managing and promptly pursuing claims, in order to reduce its exposure to unpredictable future developments that can negatively impact the business.
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The major source of risk is motor class followed by Fire, for both 2012 and 2011 financial years. The table below sets out the concentration of non-life insurance contract liabilities (outstanding claims and IBNR) by type of contract: 2012 Gross Reinsurance Net Liability Liability Liabilities Motor 4,177,383 2,737,571 1,439,812 Fire 1,045,173 863,885 181,288 Marine 40,970 40,970 - Engineering 184,056 45,408 138,648 Accident 1,253,162 976,040 277,122 Credit 30,958 2,500 28,458 Farming 1,537 1,537 - Aviation 728 728 - 6,733,967 4,668,639 2,065,328 2011 Gross Reinsurance Net Liability Liability Liabilities Motor 1,934,604 516,511 1,418,093 Fire 905,034 463,587 441,447 Marine 20,355 5,548 14,807 Engineering 60,043 5,836 54,207 Accident 582,101 308,619 273,482 Credit 16,448 - 16,448 Farming 2,372 - 2,372 Aviation 3,500 - 3,500 3,524,457 1,300,101 2,224,356 The geographical concentration of the Groups non-life insurance contract liabilities is noted below. The disclosure is based on the countries where the business is written.
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2012 Gross Reinsurance Net Liabilities Liabilities Liabilities Zimbabwe 6,013,502 4,193,294 1,820,208 Uganda 720,465 475,345 245,120 Total 6,733,967 4,668,639 2,065,328 2011 Gross Reinsurance Net Liabilities Liabilities Liabilities Zimbabwe 2,564,020 728,994 1,835,026 Uganda 960,437 571,107 389,330 Total 3,524,457 1,300,101 2,224,356 Claims Development table The following table show the estimates of cumulative incurred claims, including both claims notified and IBNR for each successive accident year at each reporting date, together with cumulative payments to date. Gross non-life insurance contract outstanding claims provision for 2012: Accident Year 2009 2010 2011 2012 At end of accident year 1,877,969 5,043,467 8,102,915 6,308,664 One year later 1,119,041 1,927,443 2,884,062 Two years later 489,734 105,262 - - Three years later 1,372 - - Sensitivities The following analysis is performed for reasonably possible movements in key assumptions with all other assumptions held constant, showing the impact on gross, and net liabilities, profit before tax and equity. 31 December 2012 Changes in Impact on gross Impact on Impact on profit Impact assumptions liabilities net liabilities before tax on equity Average claim cost +10% 674 207 (207) (207) 31 December 2011 Changes in Impact on gross Impact on Impact on profit Impact assumptions liabilities net liabilities before tax on equity Average claim cost +10% 352 222 (222) (222)
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25 Credit Risk Credit risk is risk that one party to a financial instrument will cause a financial loss to the other party by failing to discharge an obligation. The following policies and procedures are in place to mitigate the Groups exposure to credit risk: - Net exposure limits are set for each counterparty or group of counterparties are set each year by the Board of Directors, (i.e. limits are s et for investments counterparties and cash deposits). - Reinsurance is placed with counter parties that have a good credit rating and concentration of risks is avoided by following policy guidelines in respect of counterparties limits that are set each year by the Board of Directors and are subject to regular reviews. At each reporting date, management performs an assessment of creditworthiness of reinsurers and review the reinsurance placement strategy. Collateral The amount and type of collateral required depends on an assessment of the credit risk of the counterparty. 25.1 Credit Exposure The Groups maximum exposure to credit risk for the components of the statement of financial position at 31 December 2012 and 2011 is the carrying amounts as presented in Note 10 expect for financial guarantees. The Groups maximum exposure for financial guarantees is equal to the maximum amount the entity could have to pay if the guarantee is called on. The maximum risk exposure presented below does not include the exposure that arise in the future as a result of the changes in values. The maximum exposure is shown gross, before the effect of mitigation through the use of master netting or collateral agreements and the use of credit derivatives. 31 December 2012 $ Financial guarantees 58,473 31 December 2011 Financial guarantees 392,638 25.2 Liquidity Risk Liquidity risk is that risk that the Group will encounter difficulty in meeting obligations associated with financial instruments. The following policies and procedures are in place to mitigate the Groups exposure to liquidity risk. - Guidelines are set for asset allocation, portfolio limit structures and maturity profiles of assets in order to ensure sufficient funding is available to meet insurance and investment contracts obligations. - Contingency funding plans are in place, which specify minimum proportion of funds to meet emergency calls as well as specifying events that trigger such plans. Excessive Risk Concentration Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geograph ical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Groups performance to developments affecting a particular industry. In order to avoid excessive concentrations of risk, the Groups policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.
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Maturity Profiles The Group maintains a portfolio of highly marketable and diverse assets that can be easily liquidated in the event of an unforeseen interruption of cash flow. The table that follows summarises the maturity profile of the non-derivative financial assets and financial liabilities of the Group. Unearned premiums have been excluded from the analysis as they are not contractual obligations. Maturity Analysis (contractual undiscounted cash flow basis) 2012 Carrying Up to one year 1-3 years No maturity Total Amount date Financial Assets Financial assets at fair value through profit and loss 1,877,757 1,370,012 507,745 - 1,877,757 Insurance receivables 6,318,241 6,318,241 - - 6,318,241 Related Party receivables 410,675 410,675 - - 410,675 Cash and cash equivalent 4,309,589 4,309,589 - - 4,309,589 Quoted equities 346,372 346,372 - - 346,372 Total undiscounted assets 13,262,633 12,754,888 507,745 - 13,262,633 Financial Liabilities Borrowings 243,786 - 243,786 - 243,786 Insurance Payables 2,750,291 2,750,291.37 - - 2,750,291 Other Payables 1,267,913 1,267,913.39 - - 1,267,913 Outstanding claims 2,065,328 2,065,327.67 - - 2,065,328 Related Party Payables 311,672 311,672.00 - - 311,672 Total undiscounted Liabilities 6,638,990 6,395,204 243,786 - 6,638,990 Total liquidity gap 6,623,643 6,359,684 263,959 - 6,623,643 2011 Carrying Up to one year 1-3 years No maturity Total Amount date Financial Assets Financial assets at fair value through profit and loss 3,004,048 2,709,682 294,366 - 3,004,048 Insurance receivables 6,778,611 6,778,611 - - 6,778,611 Related Party receivables 203,978 203,978 - - 203,978 Cash and cash equivalents 1,425,030 1,425,030 - - 1,425,030 Quoted equities 882,204 882,204 - - 882,204 Total undiscounted assets 12,293,871 11,999,505 294,366 - 12,293,871 Financial Liabilities
Borrowings 24,654 - 24,654 - 24,654 Insurance Payables 2,373,530 2,373,530 - - 2,373,530 Other Payables 980,176 980,176 - - 980,176 Outstanding claims 2,224,356 2,224,356 - - 2,224,356 Related Party Payables 319,282 319,282 - - 319,282 Total undiscounted Liabilities 5,921,997 5,897,343 24,654 - 5,921,997 Total liquidity gap 6,371,874 6,102,162 269,712 - 6,371,874
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26.2 Contingencies and Commitments (a) The Group operates in the insurance industry and is subject to legal proceedings in the normal course of business. The Group is regulations in all the territories where it operates and has complied with all these solvency regulations. There are no contingencies associated with the Groups compliance or lack of compliance with such regulations. No changes were made in the objectives, policies or processes during the years. (b) The Group has entered into commercial property leases on its investment property portfolio. (c) Commitments: 2012 2011 Authorised capital expenditure 426,515 195,525 Contracted for capital expenditure - - 27 OPERATING LEASE COMMITTEMNETS - GROUP AS LESSOR The Group has entered into commercial property leases on its investment property portfolio, consisting of the Groups surplus office and residential buildings. These propertyleases typically have lease terms of between 1-3 years and include clauses which enable periodic upward revision of the rental charge according to prevailing market conditions. Some leases contain options to break be fore the end of the lease term. Future minimum rentals receivable under non-cancellable operating leases as at 31 December are as follows: Group Group 2012 2011 Within 1 year 694,750 567,362 *Due to uncertainties that exists in the operating environment, rentals due from operating leases for periods beyond one year could not be determined since lease agreements contain escalation clauses. The rates are determined from time to time by prevail ing market condition 28 Related Party Disclosures The financial statements include the financial statements of Nicozdiamond Insurance Limited and the subsidiaries listed below: Country of Incorporation Primary Business Operation % Held First Insurance Company Limited Uganda Short term Insurance 63.06% Thirty Samora Machel (Private) Limited Zimbabwe Property Investments 100% Marabou Investments (Private) Limited Zimbabwe Property Investments 100% a) Transactions with other related parties Terms and conditions of transactions with related parties
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Related party transactions are ordinarily entered on terms equivalent to those that prevail in arms length transactions and where this is not the case appropriate approval are sought from those charged with governance. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 December 2012, the Group has not recorded any im pairment of receivables relating to amounts owed by related parties (2011- nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. Group Group 2012 2011 $ $ ZimRe Holdings Limited (ZHL) loans payable (206,767) (175,437) Long-term loan 107,745 144,366 Consideration receivable 288,491 - Insurance premiums received 15,629 8,363 Claims & Benefits (781) - Fidelity Life Assurance Group Insurance Premiums received 64,821 35,321 Medical Aid contributions paid (83,999) (126,662) Pension contributions paid (200,765) (167,574) Baobab Reinsurance Net reinsurance paid (963,451) (815,524) Insurance premiums received 95,153 95,201 Claims & Benefits (51,652) 327,042 Zimbabwe Insurance Brokers Insurance premium received 2,567,199 2,587,563 Brokerage commission and fees paid (549,173) (333,331) Claims & benefits (1,100,473) (1,388,744)
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Group Group 2012 2011 $ $ Reinsurance Brokers International Net insurance premiums 1,511 4,444 Reinsurance (1,022,713) (1,060,456) Claims & Benefits 318,266 433,143 CFI Net insurance premiums 235,411 55,220 Claims & Benefits (118,559) - Standard Fire and General (SFG) (Associate of ZHL) Co-insurance - (4,744)
SUIB Insurance premium received - 37,669 Zimre Property Investments Insurance premium received 81,782 68,625 Rentals paid (32,330) (86,905) Claims & Benefits (13,325) - NATIONAL SOCIAL SECURITY AUTHORITY Insurance premium received 388,434 295,539 Claims & Benefits (135,136) - ALLIED BANKING GROUP Insurance premium received 94,089 79,524 Nissan Clover Leaf Insurance premium received 61,340 51,701 Claims Paid (130,160) (34,508) b) Amounts owed to/(owed by) Related Parties Receivable from and Payables to Related Parties are as follows;
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Group Group Company Company 2012 2011 2012 2011 Receivables from Related Parties SUIB - 37,669 - Thirty Samora Machel - - 344,460 110,788 Marabou Investments (Private) limited - - 14,803 11,054 A Mundial - Angola 60,882 153,200 60,882 153,200 Diamond General Insurance - Zambia - 13,109 - 13,109 ZimRe Holdings Limited 288,491 - 288,491 First Insurance Company limited 60,163 - 60,163 Special Automobile Underwriters of Zimbabwe 1,139 - 1,139 410,675 203,978 769,938 288,151 Payables to Related Parties Santam Insurance - South Africa 104,905 143,845 104,905 143,845 ZimRe Holdings Limited 206,767 175,437 206,767 175,437 311,672 319,282 311,672 319,282 29 EVENTS AFTER THE REPORTING PERIOD There were no material events subsequent to the reporting date, that have a financial impact on the Group.
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Shareholders Analysis
565,858,859
ANALYSIS BY CATEGORY
Classification COMPANY LOCAL PENSION FUNDS NOMINEES - LOCAL BANKS COMPANY FOREIGN LOCAL RESIDENT INVESTMENTS TRUST,ETC. INSURANCE EMPLOYEES WARRANT NOT PRESENTABLE NEW NON RESIDENT NON_RESIDENT ESTATES Totals Issued Shares 198,399,094 177,235,918 67,996,200 38,107,179 34,803,880 20,262,650 14,569,417 6,614,159 3,758,252 2,462,029 1,632,108 11,814 6,159 % of Total 35.06% 31.32% 12.02% 6.73% 6.15% 3.58% 2.57% 1.17% 0.66% 0.44% 0.29% 0.00% 0.00% No. of Shareholders 137 20 60 3 1 4,119 114 9 14 776 5 1 7 5,266 % of Total 2.60% 0.38% 1.14% 0.06% 0.02% 78.22% 2.16% 0.17% 0.27% 14.74% 0.09% 0.02% 0.13%
565,858,859
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Shareholders Analysis
(continued)
TOP 10 SHAREHOLDERS
Shareholder ZIMRE HOLDINGS NATIONAL SOCIAL SECURITY AUTHORITY ZIMBABWE ALLIED BANKING CORPORATION KINGDOM NOMINEES (PRIVATE) LIMITED SANTAM LIMITED BARD NOMINEES (PVT) LTD LOCAL AUTHORITIES PENSION FUND GEDUL INVESTMENTS (PVT) LTD NICOZ DIAMOND INSURANCE COMPANY LTD GURAMATUNHU FAMILY TRUST No. of Shares 184,264,590 159,103,579 38,089,480 36,694,455 34,803,880 16,314,802 9,889,614 6,384,475 4,780,578 4,690,939 495,016,392 % Holding 32.56% 28.12% 6.73% 6.48% 6.15% 2.88% 1.75% 1.13% 0.84% 0.83% 87.47%
TOTAL
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DIVIDEND ANNOUNCEMENT
The Board has recommended a dividend of 0.064 cents per share for the year ended 31 December 2012. The dividend shall be payable to members registered in the books of the company on Friday the 19th of April 2013 and shareholders will have an option to elect either cash or scrip dividend. The following timetable will be followed; Last Day to Register 19 April 2013 Closure of Register 20-22 April 2013 Mailing of Forms of Election 22 April 2013 Latest Time and Date of Receipt of Forms of Election - 4.00pm 16 May 2013 Share Certificate /Dividend Warrants Mailed on or about 20 May 2013 Shareholders are requested to submit/update their bank details to the Transfer Secretaries and also immediately contact the Transfer Secretaries should they not have received their dividend election forms by 6 May 2013; ZB Transfer Secretaries (Pvt) Ltd Ground Floor, ZB Centre 59 Kwame Nkrumah Avenue P O Box 2540 Harare Tel: 759660/5/6 or 796841/3/4 [email protected]; [email protected]; [email protected]. Submissions can also be made at any ZB Bank branch countrywide. By Order of the Board NICOZDIAMOND Insurance Limited
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2. 3.
4. 5.
6. 7.
SPECIAL BUSINESS 8. Share buy-back To consider and if deemed fit, to approve with or without modification, the resolutions set out below. The special resolution is required to be passed by a majority of seventy five per cent of those present and voting( including proxy votes), representing not less than twenty five per cent of the total number of votes in the company. That the company, may undertake general repurchase by way of open market transactions on the Zimbabwe Stock Exchange(ZSE) of any of its own ordinary shares in such manner or on such terms as the directors from time to time determine provided that; the authority in terms of this special resolution shall expire on the earlier of the holding of the next Annual General Meeting or the passage of 15 months since the date of the resolution; and for each share, the minimum price that may be paid is 10% (ten percent) above and 10% below the weighted average of the market price of the shares for the five days immediately preceding the date of repurchase; and The maximum number of shares authorized to be acquired is no more than 10% (ten percent) of the companys ordinary issued share capital.
i. ii. iii.
Directors statement The Directors, in considering the effect of any such repurchases will duly take into account the ability of the company for a period twelve months, to pay its debts in the ordinary course of business, the maintenance of an excess of assets over liabilities, and the adequacy of ordinary capital and reserves as well as the adequacy of working capital. In terms of the Companies Act (Chapter 24:03) a member entitled to attend and vote at a meeting is entitled to appoint a proxy to attend and vote on a poll and speak in his stead. A proxy need not be a member of the Company. Proxy forms must be lodged with the secretaries not less than forty-eight hours before the time for holding the meeting. By Order of the Board NICOZDIAMOND Insurance Limited
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Proxy Form
I/We ...............................being a member(s) of the above Company and entitled to vote, hereby appoint.....................................................................of.......................................................... or failing him/her,............................................................................................................................................................................... or failing him/her, the Chairperson of the Annual General Meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General meeting of NicozDiamond Shareholders to be held in the NICOZDIAMOND Auditorium, 7th Floor, Insurance Centre, 30 Samora Machel Avenue, Harare, at 1200 hours on Wednesday, 22 May 2013, and at any adjournment thereof. Signed this .......................... day of ................................2013
SIGNATURE OF MEMBER
Notes: 1. In terms of Section 129 of the Companies Act [Chapter 24:03] a member entitled to vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote and speak in his stead. A proxy need not be a member of the Company. 2. 3. 4. 5. 6. In terms of Article 89 of the Companys Articles of Association, to be valid, proxy forms should be completed and deposited at the registered office of the Company in Harare, not less than twenty four (24) hours before the time for holding the meeting. Any alteration to this proxy form must be signed by the person signing the proxy form. Duly completed proxy forms must be lodged with, or posted to the companys registered office, NicozDiamond Insurance Limited, 2nd Floor Insurance Centre, 30 Samora Machel Avenue, P O Box 1256, Harare so as to be received by them not later than 1200 hours on Tuesday, 21 May 2013. The completion and lodging of this form will not preclude the relevant Shareholder from attending the AGM and voting thereat, in person to the exclusion of any proxy appointed in terms hereof, should such Shareholder wish to do so. The authority of a person signing the Form of Proxy under a power of attorney or on behalf of a company must be attached to the Form of Proxy unless the power of attorney has already been registered by NicozDiamond or in the case of a company; this Form of Proxy is sealed.
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Notes
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