RNS Number:9135M
NMBZ Holdings Ld
31 May 2005



                              NMBZ HOLDINGS LIMITED

                                Holding company of

          NMB Bank Limited (Registered Commercial Bank) and subsidiary


                AUDITED INFLATION ADJUSTED AND HISTORICAL RESULTS 
                       FOR THE YEAR ENDED 31 DECEMBER 2004


HIGHLIGHTS
                                                                         2004                2003
Historical                                                         Z$ million          Z$ million       Change %

Attributable (loss)/profit                                            (9 636)              16 115           -160
Basic (loss)/earnings per share (cents)                               (2 258)               3 981           -157
Dividend per share (cents)                                                  -                 943           -100

Inflation Adjusted

Attributable loss                                                    (42 778)            (66 421)            -36
Basic loss per share (cents)                                         (10 023)            (16 408)            -39
Dividend per share (cents)                                                  -               3 063           -100



Dr Gibson Manyowa Mandishona, the acting Chairman of NMBZ Holdings, said:



"The Group's results reflect the liquidity constraints faced by the banking
subsidiary and the market as a whole in the last quarter of 2004, resulting in a
trading loss due mainly to substantially increased funding costs. Despite this,
the opportunity has been taken to prepare and position the Bank for a major
turnaround, which is on track.  Initiatives are at an advanced stage to
recapitalise the Group in order to exploit emerging market opportunities".




Enquiries:

NMBZ HOLDINGS LIMITED                                    Tel: +263-4-759 651/9
David T Hatendi, Chief Executive Officer                 davidh@nmbz.co.zw
Mario dos Remedios, Chief Financial Officer              mariodosr@nmbz.co.zw
Website:                                                 www.nmbz.co.zw
Email:                                                   enquiriries@nmbz.co.zw

COLLEGE HILL - LONDON
Corinna Dorward                                          Tel: +44-207-457-2020





CHAIRMAN'S STATEMENT



The economy started showing signs of recovery during the year under review,
after it had suffered a continuous downward spiral in the previous five years.
The year was characterised in summary by:

*                     Rapidly declining inflation and tight money supply

*                     A marked improvement in the level of domestic debt

*                     Increased formal foreign currency inflows

*                     Substantial concessionary financing for exporters and
                      producers

*                     Pragmatic monetary policy which set the pace for an
                      economic turnaround

*                     Decline in Gross Domestic Product (GDP)

*                     Deficit in the overall balance of payments position



Inflation and Money Supply Growth



The annualised rate of inflation, which peaked at a high of 622.8% in January
2004, declined to 132.7% by December 2004. At the ushering in of the Monetary
Policy for 2004, the December 2004 inflation target was set at 200% but by the
time of the third quarter Monetary Policy Review, it was clear that this target
would be surpassed leading to its revision to between 150% and 160%. Even this
revised target was beaten when the November 2004 figure came in at 149.3%.



Against a backdrop of inflation targeting and stringent liquidity control,
annual money supply growth declined from 490.9% in January 2004 to 219.4% by
November 2004. This was achieved through open market operations by the Central
Bank and more efficient statutory reserve collections at higher rates.



Domestic Debt



Between January and September 2004, government revenue totalled $4.899 trillion
against a target of $4.415 trillion, while expenditure totalled $6.250 trillion
against a target of $6.595 trillion. This translates to a deficit of $1.351
trillion against a target of $2.180 trillion. The deficit was wholly funded
through borrowing from the domestic market by way of long-term Treasury Bills.
The budget for 2005 envisages a 214% increase in expenditure to $27.5 trillion
and a deficit of $4.5 trillion, which translates to a budget deficit to GDP
ratio of 5%. The projected financing requirement for 2005 is $6 trillion,
comprising the deficit of $4.5 trillion and maturing domestic debt of $1.5
trillion.



Foreign Exchange Market and Exchange Rate Policy



The monetary policy statement for 2004 ushered in a controlled auction system to
manage foreign exchange, which began to operate on 12 January 2004. Inflows of
the foreign exchange into the formal sector improved significantly. Total
foreign currency receipts amounted to US$1.7 billion in 2004, compared to an
inflow of US$302 million during 2003. On 1 May 2004, the Central Bank put in
place swift means of remitting funds back home for Zimbabweans living abroad
under the Homelink trademark. Gold sales contributed US$210.7 million to foreign
exchange receipts in 2004, compared to US$152 million realised for the whole of
2003.



Concessionary Financing Facilities for Exporters and Producers



The Central Bank pursued the stance of concessionary lending to boost the export
and productive sectors through the Productive Sector Facility (PSF), funded by
banks' statutory reserves. Against total statutory reserve collections of $2.8
trillion, as at the end of the third quarter, a cumulative $2.057 trillion had
been disbursed to targeted sectors. The agricultural sector was the main
beneficiary, receiving 43.4% of the funds, followed by manufacturing at 40.4%.
The remaining 16.2% was distributed among mining, transport, tourism,
construction, distribution, communication and health sectors. The facility
reduced production costs in industry and increased capacity utilization, which
had fallen to as low as 30% in some sub-sectors and is now between 50% and 60%.



Monetary Policy and Interest Rates



The Monetary Policy Statement, issued in December 2003, was the biggest
contributing factor to the turnaround progress witnessed thus far in the
economy. Being primarily inflation targeted, the policy initiatives have been
successful in fighting the high money supply scourge and speculative activities,
which propelled year on year inflation to a peak of 622.8% in January 2004.




There was a high level of consistency between monetary policy and fiscal policy.
Owing to unsurpassed fiscal discipline, a supplementary budget, which undermined
the effectiveness of monetary policy initiatives in past years, was well avoided
in the year under review. The dual interest rate regime continued throughout
2004, necessitated by the need to encourage export and other productive sectors.



Decline in GDP



The decline in real GDP in 2004 is estimated to have slowed down to 2.5% from
8.5% recorded in 2003. The mining sector, which contributes about 4% of GDP, is
estimated to have grown by 11.6% in 2004, while agriculture, which contributes
about 16% of GDP, declined by 3.3%. The manufacturing sector, which contributes
18% to GDP, is forecast to have declined by 8.5% during the year. A positive
growth rate is forecast for the year 2005, effectively arresting the cumulative
decline of 28.4% over the years 1999 to 2003.



Balance of Payments Position



The overall balance of payments position worsened to US$523 million in 2004,
from a deficit of US$335 million in 2003. The current account deficit improved
from US$581 million in 2003 to US$338 million in 2004 due to the good
performance of exports in the agricultural, mining and manufacturing sectors.
The capital account recorded a deficit of US$185 million as a result of low
Foreign Direct Investment (FDI) and portfolio inflows against high scheduled
outflows.



Economic Outlook



The Reserve Bank of Zimbabwe and the National Treasury are expected to continue
to drive the economic revival programme introduced a year ago. It has been
instrumental in reducing the overall inflation rate and slowing the recession
through a combination of tighter monetary and fiscal policies on the one hand
and targeted interventions to raise output on the other hand. We are optimistic
that given the necessary commitment to fiscal and monetary restraints and
cooperation by all stakeholders, the economy will continue on a recovery path.





GROUP INFLATION ADJUSTED RESULTS



Introduction



In accordance with International Financial Reporting Standards (IFRS's)
promulgated by the International Accounting Standards Board (IASB), the Group
continues to prepare its results using hyperinflationary accounting with
historical results being provided as a supplement.  Unless otherwise stated,
figures in this statement are inflation adjusted.



The hyperinflationary conditions affected earnings resulting in the Group
posting an inflation adjusted attributable loss of Z$42 778 million.



Compliance with International Financial Reporting Standards



The existence of hyperinflation as defined by International Accounting Standard
(IAS) 29 was formally identified in Zimbabwe by the Zimbabwe Accounting
Practices Board, which decided that IAS 29 would be applied for financial
periods beginning on or after 1 January 2000.  Consequently, these results have
been prepared in compliance with IAS 29, which requires the adjustment of the
financial statements on the basis of the inflation indices over the reporting
period, and a restatement of prior year comparative figures.



Loss before taxation



Inflation adjusted loss before taxation from continuing operations increased
from a loss of Z$29 650 million to a loss of Z$81 949 million during the period
under review, including Z$4.5 billion in respect of losses arising from
Continental Securities Trading (Private) Limited which was sold on 1 January
2004.




Attributable loss



The Group recorded an inflation adjusted attributable loss of Z$42 778 million
compared to the adjusted result for the same period last year of Z$66 421
million.



Net interest income



Net interest income from continuing operations decreased by 52% to Z$110 788
million from Z$230 133 million. The decrease was primarily a result of a
decrease in income from investing activities and an increase of 46% in interest
paid, including Z$51 billion paid to the RBZ for liquidity support in the last
quarter of 2004.



Non-interest income



Non-interest income from continuing operations increased by 64% and contributed
30% (2003 - 8%) of the net operating income from continuing operations.  Fair
value adjustments of investment properties contributed Z$1 470 million to
non-interest income in the current year.



Operating expenses



Operating expenses from continuing operations increased by 21% over the same
period last year driven largely by the increase in staff costs.



Loss on net monetary position



The loss on net monetary position occurs as a result of the restatement of
amounts to current value.  The loss of Z$41 348 million from continuing
operations is based on the inflation index as provided by the Central
Statistical Office of Zimbabwe.  The loss has been charged to income in
accordance with the International Accounting Standard 29 "Reporting in
Hyperinflationary Economies".



Bad and doubtful debts



A conservative approach continues to be taken with respect to provisions for bad
and doubtful debts, which was considerably increased in the year.  On an
inflation adjusted basis, an increase in the provisions from Z$12 056 million in
the previous year to Z$38 024 million was recorded.  The high levels of
provisions are reflective of the constraints borrowers are facing in servicing
their obligations.



Dividend



In view of the historical attributable loss recorded, no dividend has been
proposed.





BALANCE SHEET



Growth in Asset Base



The Group's total asset base decreased by 16% from Z$773 824 million at 31
December 2003 to Z$649 279 million.  The decrease was mainly caused by a
reduction in balance with banks and cash (18%), financial assets held for
trading (71%), quoted and other investments (59%) and property and equipment
(30%).



Capital



The banking subsidiary's capital adequacy ratio at 31 December 2004 calculated
on the historical cost basis in accordance with the guidelines of the Reserve
Bank was 1.36% (31 December 2003 - 14.51%).  The minimum required by the Reserve
Bank of Zimbabwe is 10%.  The current capitalization initiatives will ensure
that the Bank meets the minimum requirements of the Reserve Bank of Zimbabwe.



The Bank is in compliance with the Reserve Bank of Zimbabwe's requirement of a
minimum capital base of Z$10 billion.




Share buy back



The directors were authorised at the Annual General Meeting held on 1 June 2004
to repurchase up to 56 million shares for cancellation.  No shares were
repurchased for cancellation for the period to 31 December 2004.





CONTINENTAL SECURITIES TRADING (PRIVATE) LIMITED



As previously advised, a decision was taken to dispose of the Group's interest
in Continental Securities Trading (Private) Limited (CST).  The transfer of the
shareholding to the new owners was with effect from 1 January 2004.





OUTLOOK AND STRATEGY



The first three quarters showed a recovery trend with profitability being
rebuilt following the dramatic decline that started in the last half of 2003.
The roll out of the retail branch network culminated in the opening of a
spacious modern branch in Southerton during the year, establishing a critical
mass to service customer needs. The Group's results reflect the liquidity
constraints faced by the banking subsidiary and the market as a whole in the
last quarter of 2004, resulting in a trading loss due mainly to substantially
increased funding costs. Despite this, the opportunity has been taken to prepare
and position the Bank for a major turnaround, which is on track.  Initiatives
are at an advanced stage to recapitalise the Group in order to exploit emerging
market opportunities.



The first half of 2005 will continue to be challenging as the economy, in
general, and the banking sector in particular, slowly recover from the upheavals
experienced in the last 5 years.  Co-operation from all stakeholders will be
required in order to sustain the current economic turnaround momentum.



We will focus on the recapitalisation of the Group in order to create enhanced
capacity to buttress anticipated business growth.





LITIGATION



The Bank has been remanded to a date in May 2005 for trial in respect of five
(5) charges all of which relate to dealings in foreign currency, estimated to be
in the region of Z$12 billion, allegedly outside the regulations in force.  Two
charges relate to the purchase of foreign currency at above the stipulated rates
and the third relates to the sale of foreign currency.  Another charge relates
to alleged externalisation of foreign currency and the last charge relates to
the sale of currency to unauthorised dealers.  These transactions were accounted
for and punitive action taken when the Bank's foreign exchange trading licence
was suspended in August 2003.  The licence was reinstated after an appeal to the
Authorities in January 2004.  Based on legal advice taken, the Bank will defend
the proceedings.





CAUTIONARY STATEMENT



Negotiations regarding a strategic transaction referred to in a notice to
shareholders on 14 February 2005 and subsequently, are still in progress and
updates on the developments will be provided to shareholders at regular
intervals as required by the Zimbabwe Stock Exchange.





GOING CONCERN



The banking crisis in the Zimbabwe financial sector that started in December
2003, and saw the placement of a number of locally owned financial institutions
under curatorship, resulted in a waning of confidence that did not spare NMB
Bank Limited. As mentioned in an announcement to shareholders in February 2005,
the market shortages and dysfunctions, compounded by irresponsible speculation
and rumours circulated in September 2004, unfortunately influenced certain
investors and depositors. This necessitated the access of temporary liquidity
support from the Reserve Bank of Zimbabwe (RBZ) in October 2004.




As disclosed in note 14, the principal amount outstanding on this support at 31
December 2004 was Z$92.9 billion, down from a peak of Z$147.0 billion, thanks to
tight liquidity management and the support of the Bank's loyal customer base,
returning and some new clients. The dichotomy created in the banking sector has
made it more challenging to access less expensive deposits as a source of
funding, and it is the Board's conviction that, once market confidence is
regained in the sector, further deposits will be reclaimed.



The recourse to this support from the RBZ has had an adverse impact on
profitability due to its high cost. The current negotiations to recapitalise the
Group, will, if successful, contribute to reduce significantly the cost of
funding and consequently improve profitability.



Were the RBZ to withdraw this support and if the negotiations to recapitalise
the Group prove unsuccessful this would have a significant effect on the ability
of the Bank and the Group to continue as a going concern. There is no indication
that either of these two circumstances is likely.





DIRECTORS, MANAGEMENT AND STAFF



In this particularly difficult year, management and staff have shown a high
level of agility and resilience to protecting and safeguarding erosion of
shareholder value.  On behalf of the Board, and the company's shareholders, I
would like to convey my sincere appreciation to the non-executive directors, the
executive directors, management and staff for rising up to the challenges.



Dr. C J Constable resigned from the Board effective 1 January 2004 and Messrs
Francis Zimuto and Otto Chekeche resigned from the Board effective 1 June 2004.
Mr Paddy Zhanda and Mr Freeman Kembo also resigned from the Board effective 29
September 2004.  I would like to place on record our appreciation to all the
former directors for their valuable contributions over the years.



The Board resolved to confirm Dr D T Hatendi and Mr M L dos Remedios
respectively as Chief Executive Officer and Chief Financial Officer of NMB Bank
Limited and NMBZ Holdings Limited effective 1 June 2004.  I would like to thank
both gentlemen for their agreement to take on this task.









GIBSON MANYOWA MANDISHONA

ACTING CHAIRMAN





30 May 2005




1.      RESPONSIBILITY



These financial statements are the responsibility of the directors.  This
responsibility includes the setting up of internal control and risk management
processes, which are monitored independently.





2.      CORPORATE GOVERNANCE



The Group adheres to principles of corporate governance derived from the King
Reports and the United Kingdom Combined Code.  The group is cognisant of its
duty to conduct business with due care and in good faith in order to safeguard
all stakeholders' interests.





3.      BOARD OF DIRECTORS



Board appointments are made to ensure a variety of skills and expertise on the
Board.  Non-executive directors are of such calibre as to provide independence
to the Board.  The Chairman of the Board is a non-executive director.  The Board
is supported by various committees in executing its responsibilities.  The Board
meets at least quarterly to assess risk, review performance and provide guidance
to management on both operational and policy issues.





4.      GOING CONCERN



The Group financial statements are prepared on a going concern basis.  The
banking crisis in the Zimbabwe financial sector that started in December 2003
did not spare NMB Bank Limited.  This necessitated the access of temporary
liquidity support from the RBZ in October 2004.  The recourse to this support
has had an adverse impact on profitability due to the high cost and current
negotiations to recapitalise the Group, will, if successful, contribute to
reduce the cost of funding and consequently improve profitability.



Were the RBZ to withdraw this support and if the negotiations to recapitalise
the Group prove unsuccessful, this would have a significant effect on the
ability of the Bank and the Group to continue as a going concern, there is no
indication that either of these two circumstances is likely.





5.      RISK MANAGEMENT



In the ordinary course of business the group manages risks of all forms
especially operational, market, liquidity and credit risks. These risks are
identified and monitored through various channels and mechanisms. The risk
management department, headed by a General Manager reporting to the Chief
Executive Officer, is responsible for the management of the overall risk
profile.



The Group's main objective is to contain the risks inherent within the financial
services sector and to ensure that the Group's various risk profiles are
understood and appropriately managed to the benefit of customers, stakeholders
and shareholders.



5.1       Operational risk



This risk is inherent in all business activities and is the potential for loss
arising from ineffective internal controls, poor operational procedures to
support these controls, errors and deliberate acts of fraud. The balancing of
the risk and the cost incurred to reduce the risk is critical. The board has an
Audit Committee whose function is to ensure that this risk is minimised. The
Audit Committee through the internal audit function assesses the adequacy of the
internal controls and makes the necessary recommendations to the Board.




5.2       Market risk



This arises from adverse movements in the marketplace, which occur in the money
(interest rate risk), foreign exchange and equity markets in which the group
operates. The group has in place an Asset and Liability Management Committee
(ALCO), which comprises the departmental heads of Risk, Treasury, Corporate and
Retail Banking and Finance, in addition to executive directors. The committee
monitors these risks and recommends the appropriate levels to which the group
should be exposed at any time. The approval of all dealing limits ultimately
rests with this committee.



5.3       Liquidity risk



The management of liquidity in the group is primarily designed to ensure that
the group meets its obligations timeously. The Treasury department in
consultation with ALCO formulates and applies appropriate investment methods and
instruments to ensure that this is achieved. In pursuance of the management of
this risk, the Risk management department periodically reports on facility
utilisations and excesses that need management attention.



5.4       Credit risk



The Board has put in place sanctioning committees which operate according to the
amount requested by an applicant. The Risk management department reviews all
applications.  This initial review allows only those applications that do not
unduly expose the group to be considered by the sanctioning committees.



The directors are satisfied with the risk management processes in the Bank as
these have contributed to the minimization of losses arising from risk exposures





6.            REGULATORY COMPLIANCE



During the period under review, the Bank complied with the requirements of the
Monetary Authorities save for some instances when Productive Sector Funds were
for a variety of reasons not disbursed to the beneficiaries on time, although
any potential customer prejudice was appropriately recompensed.  As a result of
the late disbursement, the Bank was levied a financial penalty of Z$788 million
by the RBZ.



The Bank was also fined Z$50 000 for the late submission of the first quarter
BSD1 form (Capital Adequacy Return).



We remain committed to complying with and adhering to all regulatory
requirements, including attending to current deficiencies in the capital
adequacy ratios and issues relating to the requisite number of non-executive
board members.


INFLATION ADJUSTED AND HISTORICAL CONSOLIDATED INCOME STATEMENTS

year ended 31 December 2004
                                                                       INFLATION ADJUSTED              HISTORICAL
                                                                                 Restated
                                                     Note                2004        2003        2004        2003
CONTINUING OPERATIONS                                              Z$ million  Z$ million  Z$ million  Z$ million

Interest from lending activities                                      236 803     215 489     151 206      49 127
Income from investing activities                                       84 339     158 461      56 477      33 010
                                                                      321 142     373 950     207 683      82 137
Interest expense                                        5           (210 354)   (143 817)   (146 654)    (38 221)
Net interest income                                                   110 788     230 133      61 029      43 916
Net foreign exchange (losses)/gains                                   (7 350)      37 251     (7 010)       5 646
Non-interest income                                     6              39 228      23 954      42 296       3 222
Loss on disposal of interest in subsidiary              7            (10 699)           -     (4 530)           -

Net operating income                                                  131 967     291 338      91 785      52 784

Operating expenditure                                   8           (134 544)        (111    (72 632)    (16 805)
                                                                                     351)
Charge for bad and doubtful debts                                    (38 024)    (12 056)    (38 024)     (5 180)
Loss on net monetary position                                        (41 348)   (197 581)          -           -
                                                                                     

(Loss)/profit before taxation                                        (81 949)    (29 650)    (18 871)      30 799
Taxation                                                9              39 251    (25 448)       9 315    (12 615)
Financial institutions levy                             9                (80)     (3 710)        (80)     (1 594)

(Loss)/profit from continuing operations                             (42 778)    (58 808)     (9 636)      16 590

DISCONTINUING OPERATIONS

Trading income                                              6               -      14 430           -       2 232
Operating expenditure                                       8               -    (10 059)           -       (728)
Charge for bad and doubtful debts                                           -     (4 722)           -     (2 029)
Loss on net monetary position                                               -     (6 680)           -           -

Loss before taxation                                                        -      (7 031           -       (525)
Taxation                                                    9               -       (582)           -          50

Loss from discontinuing operations                                          -     (7 613)           -       (475)

(Loss)/profit attributable to ordinary
shareholders
                                                                     (42 778)    (66 421)     (9 636)      16 115

(Loss)/earnings per share (cents)

   - Basic                                             12            (10 023)    (16 408)     (2 258)       3 981
   - Headline                                          12             (8 048)    (17 788)     (1 477)       3 764
   - Diluted basic                                     12             (9 909)    (15 549)     (2 232)       3 773
   - Diluted headlines                                 12             (7 956)    (16 857)     (1 460)       3 567

Dividend per share (cents)                                                  -       3 063           -         943




INFLATION ADJUSTED AND HISTORICAL CONSOLIDATED BALANCE SHEETS

year ended 31 December 2004


                                                      INFLATION ADJUSTED                    HISTORICAL
                                                                      Restated
                                           Note           2004            2003                 2004    2003
Shareholders' funds                                 Z$ million      Z$ million                   Z$      Z$
                                                                                            million million

Share capital                                13         43 454          43 454                  107     107
Capital reserves                             13        118 342          87 927               25 248     683
Revenue reserves                                      (84 751)         (9 308)                  (13  23 028
                                                                                               112)
Total shareholders' funds                               77 045         122 073               12 243  23 818

Minority interest                                            -           1 431                    -    (59)
                                                        77 045         123 504               12 243  23 759
Liabilities

Deposits and other accounts                  14        482 760         403 364              482 760 173 306
Financial liabilities held for               15         43 809         155 763               43 809  66 924
trading
Provision for current taxation                           1 380           5 293                1 380   2 274
Acceptances                                             13 810          15 489               13 810   6 655
Deferred taxation                                       30 475          70 411                3 572  14 052
                                                       649 279         773 824              557 574 286 970
Assets

Balances with banks and cash                 16        123 521         150 550              123 521  64 684
Financial assets held for trading            15         24 510          83 949               24 510  36 069
Advances and other accounts                  17        329 539         348 594              329 539 149 774
Customers' indebtedness for                             13 810          15 489               13 810   6 655
acceptances
Trade investment                                           529           3 029                  529      48
Quoted and other investments                               951           2 314                  951   1 001
Investment properties                                   38 200             279               38 200      52
Property and equipment                                 118 219         169 620               26 514  28 687
                                                       649 279         773 824              557 574 286 970







CONSOLIDATED INFLATION ADJUSTED STATEMENT OF CHANGES IN EQUITY

At 31 December 2004




                                                       Capital Reserves                           Revenue
                                                                                                 Reserves
                                                                        Capital
                                   Share        Share    Statutory   Redemption               Accumulated
                                 Capital      Premium      Reserve      Reserve        Other Profit/(loss)      Total

                                    Z$ m         Z$ m         Z$ m         Z$ m         Z$ m        Z$ m         Z$ m

Balances at 1 January 2004        43 454       73 834        5 514        8 344          235     (9 308)       122 073
Capitalisation of                      -       29 982            -            -            -    (29 982)             -
reserves
Revaluation of                         -            -            -            -          433          -            433
properties
Net loss for the year                  -            -            -            -            -    (42 778)      (42 778)
Dividends paid                         -            -            -            -            -     (2 683)       (2 683)

                          --------------- ----------- ------------ ------------ ------------ ---------- --------------
Balances at 31 December 2003      43 454      103 816        5 514        8 344          668    (84 751)        77 045
                          --------------- ----------- ------------ ------------ ------------ ---------- --------------



CONSOLIDATED INFLATION ADJUSTED STATEMENT OF CHANGES IN EQUITY

At 31 December 2003




                                                       Capital Reserves                            Revenue
                                                                                                  Reserves
                                                                            Capital
                                          Share      Share   Statutory   Redemption            Accumulated
                                        Capital    Premium     Reserve      Reserve      Other Profit/(loss)     Total

                                          Z$ m        Z$ m        Z$ m         Z$ m       Z$ m       Z$ m         Z$ m

1 January 2003 - as previously          43 245      69 798      12 215        8 344        114     56 904      190 620
reported
Prior year restatements                      -           -      (6 701)           -          -    (10 807)     (17 508)
1 January 2003 - restated               43 245      69 798       5 514        8 344        114     46 097      173 112
Share issue                                 23       2 469           -            -          -          -        2 492
Revaluation of properties                    -           -           -            -        121          -          121
Net loss for the year                        -           -           -            -          -    (66 421)     (66 421) 
                
Dividends paid                               -           -           -            -          -    (29 442)     (29 442)
Own equity instruments                     633       4 036           -            -          -     25 181       29 850
Monetary adjustment on
    own equity instruments                (447)     (2 469)          -            -          -     15 277       12 361
                                   ------------ ---------- ----------- ------------ ---------- ---------- ------------  
Balances at 31 December 2003             43 454     73 834       5 514         8 344        235    (9 308)     122 073
                                   ------------ ---------- ----------- ------------ ---------- ---------- ------------




The prior year restatements relate to re-indexation differences on the statutory
reserve (Z$6 701 million) and property and equipment (Z$17 508 million) opening
balances previously accounted for under loss on net monetary position.






CONSOLIDATED HISTORICAL STATEMENT OF CHANGES IN EQUITY

At 31 December 2004


                                                 Capital Reserves                                  Revenue
                                                                                                  Reserves
                                                                         Capital
                                   Share         Share    Statutory   Redemption                  Accumulated
                                 Capital       Premium      Reserve      Reserve       Other Profit/(loss)         Total

                                    Z$ m         Z$ m         Z$ m         Z$ m         Z$ m          Z$ m          Z$ m

Balances at 1 January 2004           107          580           23           27           53        23 028        23 818
Capitalisation of                      -       24 327            -            -           -        (24 327)            -
reserves
Revaluation of                         -            -            -            -          238             -           433
properties
Net loss for the year                  -            -            -            -            -       (9 636)       (9 636)
Dividends paid                         -            -            -            -            -       (2 177)       (2 177)

                         ------------- -------------- ------------ ------------ ------------ ------------- -------------
Balances at 31 December              107       24 907           23           27          291      (13 112)        12 243
                         ------------- -------------- ------------ ------------ ------------ ------------- -------------









CONSOLIDATED HISTORICAL STATEMENT OF CHANGES IN EQUITY

At 31 December 2003



                                                     Capital Reserves                                Revenue
                                                                                                    Reserves
                                                                             Capital
                                  Share          Share      Statutory     Redemption              Accumulated
                                Capital        Premium        Reserve        Reserve      Other Profit/(loss)    Total
                                  Z$ m           Z$ m           Z$ m           Z$ m       Z$ m          Z$ m      Z$ m  
                     
1 January 2003                      91              -             23             27          1         8 778     8 920

Share issue - options                3            332              -              -          -             -       335
Revaluation of properties            -              -              -              -         52             -           
52
Net profit for the year              -              -                                        -        16 115    16 115
Dividends paid                       -              -              -              -          -       (3 884)   (3 884)


                                    94            332             23             27         53        21 009    21 538
Own equity instruments - proceeds   13            248              -              -          -         2 019     2 280

                            ------------ ------------ ------------- -------------- ---------- ------------- ----------
Balances at 31 December 2003       107            580             23             27         53        23 028    23 818
                            ------------ ------------ ------------- -------------- ---------- ------------- ----------







INFLATION ADJUSTED AND HISTORICAL CONSOLIDATED CASH FLOW STATEMENTS

year ended 31 December 2004
                                                          INFLATION ADJUSTED              HISTORICAL
CONTINUING OPERATIONS                                               Restated
                                                             2004       2003        2004        2003
CASH FLOWS FROM OPERATING ACTIVITIES                   Z$ million Z$ million  Z$ million  Z$ million

(Loss)/profit before taxation and monetary loss          (40 601)   167 931      (18 871)     30 799

Non-cash items
(Loss)/profit on disposal of property and                   1 501       (79)         294        (10)
equipment
Depreciation                                               38 979     30 264       3 782         977
Property and equipment write off                              365          -         365           -
Investment properties fair value adjustment               (1 470)          -    (23 040)           -
Trade investment fair value adjustment                      2 500          -       (481)           -
Charge for bad and doubtful debts                          38 024     12 056      38 024       5 180
Minority interest written off                             (1 431)          -          59           -
Loss on disposal of interest in subsidiary                 10 699          -       4 530           -
Loss on net monetary position                            (41 348)  (197 581)           -           -

Operating cash flows before changes in operating
   assets and liabilities                                   7 218     12 591       4 662      36 946

Changes in operating assets and liabilities
Financial liabilities held for trading                  (111 954)  (123 474)    (23 115)      49 472
Deposits and other accounts                                79 396  (188 662)     309 454     132 133
Advances and other accounts                              (18 968)     91 421   (217 790)   (130 609)
Financial assets held for trading                           6 037     17 675       2 594     (1 136)
Eliminating effect of net liabilities retained on
sale of interest in subsidiary                            (12 468)          -     (5 290)           -

                                                         (50 739)  (190 449)      70 515      86 806

Taxation
Corporate tax paid                                        (4 678)   (71 765)     (2 140)     (3 807)

Net cash (outflows)/inflows from operating               (55 417)  (262 214)      68 375      82 999
activities



CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds on disposal of property and equipment              5 838        105         539          13
Purchase of property and equipment                       (31 301)   (93 892)    (17 675)    (25 914)
Proceeds from disposal of quoted and other                  1 363     30 939          50       1 001
investments
Proceeds from disposal of interest in subsidiary            1 769          -         760           -

Net cash outflows from investing activities              (22 331)   (62 848)    (16 326)    (24 900)

Net cash (outflows)/inflows before financing             (77 748)  (325 062)      52 049      58 099
activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of shares                                   -      4 234           -         369
Proceeds from own equity instruments                            -     40 458           -       2 280
Dividends paid                                            (2 683)   (29 442)     (2 177)     (3 884)
                                                          (2 683)     15 250      (2 177     (1 235)

Net (decrease)/increase in cash and cash                 (80 431)  (309 812)      49 872      56 864
equivalents from continuing operations
                                                                                 
   




INFLATION ADJUSTED AND HISTORICAL CONSOLIDATED CASH FLOW STATEMENTS

year ended 31 December 2004
                                                                     INFLATION ADJUSTED              HISTORICAL
DISCONTINUING OPERATIONS                                                       Restated
CASH FLOWS FROM OPERATING ACTIVITIES                               2004            2003        2004        2003
                                                             Z$ million      Z$ million  Z$ million  Z$ million

Loss before taxation and monetary position                            -           (351)           -        (525)

Non-cash items
Profit on disposal of property and equipment                          -         (7 899)           -     (1 225)
Depreciation                                                          -          11 456           -          77
Charge for bad and doubtful debts                                     -           4 722           -       2 029
Loss on net monetary position                                         -         (6 680)           -           -

Operating cash flows before changes in operating
   assets and liabilities                                             -           1 248           -         356

Changes in operating assets and liabilities
Financial liabilities held for trading                                -        (32 070)           -     (1 690)
Deposits and other accounts                                           -         (8 095)           -       4 272
Advances and other accounts                                           -          11 842           -       2 442

                                                                      -        (27 075)           -       5 380
Taxation
Corporate tax paid                                                    -           (454)           -        (51)

Net cash (outflows)/inflows from operating activities                 -        (27 529)           -       5 329


CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds on disposal of property and equipment                        -          14 216           -       2 424
Purchase of property and equipment                                    -         (1 583)           -       (437)
Purchase of investments properties                                    -           (279)           -        (52)

Net cash outflows from investing activities                           -          12 354           -       1 935

Net cash (outflows)/inflows from investing activities                 -        (15 175)           -       7 264

CASH FLOWS FROM FINANCING ACTIVITIES

Net (decrease)/increase in cash and cash equivalents
   from discontinuing operations                                      -        (15 175)           -       7 264
Net (decrease)/increase in cash and cash equivalents
   from continuing operations                                  (80 431)       (309 812)      49 872      56 864

TOTAL NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS     (80 431)       (324 987)      49 872      64 128

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR         228 462         553 449       98 159      34 031

CASH AND CASH EQUIVALENTS AT THE END                           148 031         228 462      148 031      98 159
OF THE YEAR                                                                                 

Cash and cash equivalents are as per note 16.




NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2004





1.      INCORPORATION AND ACTIVITIES



The company is incorporated in Zimbabwe and is an investment holding company.
Its subsidiaries are engaged in banking and property holding.





2.      CURRENCY



These financial statements are expressed in Zimbabwe dollars and are rounded to
the nearest million.





3.      BASIS OF PREPARATION



The financial statements are prepared under the historical cost convention and
adjusted to reflect the changes in general price levels in accordance with IAS
29, Financial Reporting in Hyperinflationary Economies.





4.     ACCOUNTING POLICIES



4.1    Inflation Accounting



The economy of Zimbabwe is considered to be a hyperinflationary economy. In
order to comply with IAS 29 Financial Reporting in Hyperinflationary Economies,
financial statements need to be expressed in terms of the measuring unit current
at the balance sheet date. Accordingly, the accompanying financial statements,
including comparatives, have been restated to account for changes in the general
purchasing power of the Zimbabwe dollar.  The restatement is based on the
consumer price index at the balance sheet date.  The indices and conversion
factors are derived from the inflation rates which are issued by the Central
Statistical Office of Zimbabwe.  The indices and conversion factors used were as
follows:


              Dates                    Indices Conversion Factors
        31 December 2004             56 753.20                             1.0000
        31 December 2003             24 384.10                             2.3275
        31 December 2002              3 489.70                            16.2631



4.2        Financial instruments



The fair value of financial instruments is based on their quoted market price at
the balance sheet date without any deductions for transaction costs.  If a
quoted market price is not available, the fair value of the instrument is
estimated using pricing models or discounted cash flow techniques.



Where discounted cash flow techniques are used, estimated future cash flows are
based on management's best estimates and the discount rate is a market related
rate at the balance sheet date for an instrument with similar terms and
conditions.  Where pricing models are used, inputs are based on market related
measures at the balance sheet date.



4.3        Investment properties



Investment properties are stated at fair value.  Gains and losses arising from a
change in fair value of investment properties are recognized in the income
statement.






5.      INTEREST EXPENSE
                              INFLATION ADJUSTED         HISTORICAL
                                        Restated
                                  2004      2003       2004       2003
                                    Z$        Z$ Z$ million Z$ million
                              million    million

RBZ Liquidity                   54 019         -     50 758          -
Support
Trading                        159 227   143 817     97 645     38 221
activities
Capitalised                    (2 892)         -    (1 749)          -
interest
                               210 354   143 817    146 654     38 221


The RBZ Liquidity Support charge relates to interest incurred over the period 
October 2004 to 31 December 2004.  The balance outstanding in respect of this 
temporary support is shown under note 14.



                               INFLATION ADJUSTED           HISTORICAL
                                         Restated
                                  2004       2003       2004       2003
6.                          Z$ million Z$ million Z$ million Z$ million     
NON-INTEREST INCOME

Gains less losses
from quoted and other
   investments                   (385)      3 556         18       449
Net commission                  39 737     16 979     18 524     1 228
and fee income:-

-  Income                       39 737     17 426     18 524     1 286
-  Expenses                          -      (447)          -      (58)

Fair value                     (2 500)          -        481         -
adjustment on
trade investment
Fair value                       1 470          -     23 040         -
adjustment on
investment
property
Broking income                       -      6 532          -       989
(Loss)/profit on               (1 501)      7 978      (294)     1 253
disposal of
assets and
equipment
Other operating                  2 407      3 339        527     1 535
income
                                39 228     38 384     42 296     5 454

Continuing                      39 228     23 954     42 296     3 222
operations
Discontinuing                        -     14 430          -     2 232
operations
                                39 228     38 384     42 296     5 454





7.      LOSS ON DISPOSAL OF INTEREST IN SUBSIDIARY



The loss relates to the disposal of the interest in Continental Securities
Trading (Private) Limited on 1 January 2004.  At the date of disposal, the total
assets at historical cost amounted to Z$2 493 million (inflation adjusted - Z$4
130 million) and the total liabilities at historical cost amounted to Z$7 783
million (inflation adjusted - Z$16 598 million).  The proceeds from the disposal
at historical cost amounted to   Z$760 million (inflation adjusted - Z$1 769
million).








7.            OPERATING EXPENDITURE


                                                                   INFLATION ADJUSTED              HISTORICAL
                                                                           Restated
                                                                   2004        2003         2004         2003
                                                             Z$ million  Z$ million   Z$ million   Z$ million

The operating profit is after charging the following:-

Administration costs                                             41 373      30 387       30 925        7 971
Audit fees                                                          758         556          610          132
Depreciation                                                     38 979      41 720        3 782        1 054
Directors' remuneration                                           2 597       4 785        1 831          622
Paid by subsidiary companies
- fees for service as directors                                     326         300          197           39
- other emoluments                                                2 271       4 485        1 634          583
Staff costs                                                      50 837      43 962       35 484        7 754

                                                                134 544     121 410       72 632       16 805

Continuing operations                                           134 544     111 351       72 632       16 805
Discontinuing operations                                              -      10 059            -          728
                                                                134 544     121 410       72 632       17 533






8.            TAXATION


                            INFLATION ADJUSTED          HISTORICAL
                                      Restated
                           2004           2003       2004     2003
Tax Charge                   Z$     Z$ million Z$ million       Z$
                        million                            million

Current taxation            687              -        687        -
Prior year tax              466              -        466        -
adjustment
Aids levy                    14              -         14        -
Deferred tax (credit)/      (40         26 030   (10 482)   12 565
charge                     418)
                        (39 251         26 030    (9 315)   12 565
Financial institutions        -          3 710          -    1 594
levy
Financial institutions       80              -         80        -
levy -
    prior year under
provision

Total taxation         (39 171)         29 740    (9 235)   14 159

Continuing operations -(39 251)         25 448    (9 315)   12 615
taxation                
Continuing operations -     80           3 710        80     1 594
Financial
   institutions levy
Discontinuing                 -            582          -     (80)
operations - taxation
                       (39 171)         29 740     (9 235)  14 159
                           




10.    DISCONTINUING OPERATION



As previously advised, the Board decided to dispose of the Group's interest in
Continental Securities Trading (Private) Limited (CST).  The shareholding in CST
of NMBZ Holdings Limited was transferred to the purchaser on 1 January 2004 in
terms of the Agreement of Sale.



The total assets taken over by the purchaser amounted to Z$290 million and total
liabilities to Z$37 million.  All trade debtors and trade creditors were taken
over by the Group.





11.    BAD AND DOUBTFUL DEBTS



         Provisions are applied to write off advances in part or in whole when
they are considered wholly or partly unrecoverable.  The aggregate provisions
which are made during the year are charged to income.



11.1  Specific provisions



            Specific provisions are made where the repayment of identified
advances is in doubt and reflect estimates of the loss.  Advances are written
off against specific provisions once the probability of recovering any
significant amounts becomes remote.



11.2  General provisions



         The general doubtful debt provision relates to the inherent risk of
losses which, although not separately identified, is known to be present in any
loan portfolio.



11.3  Non-performing loans



         Interest on loans and advances is accrued to income until such time as
reasonable doubt exists about its collectability, thereafter and until all or
part of the loan is written off, interest continues to accrue on customers'
accounts but is not included in income.  Such suspended interest is deducted
from loans and advances in the balance sheet.  This policy meets the
requirements of the Banking Regulations 2000 issued by the RBZ.




12.    EARNINGS PER SHARE



The calculation of earnings per share is based on the following figures:-



12.1   (Losses)/earnings
                                                                 INFLATION ADJUSTED                    HISTORICAL
                                                                           Restated
                                                                2004           2003           2004           2003
                                                          Z$ million     Z$ million     Z$ million     Z$ million
Basic                                                       (42 778)       (66 421)        (9 636)         16 115
Headline earnings (note 12.4)                               (34 348)       (72 007)        (6 303)         15 238

                                                                 INFLATION ADJUSTED                    HISTORICAL
12.2   Number of shares                                         2004          2003            2004           2003
Weighted average shares in issue                         426 804 812    404 809 987    426 804 812    404 809 987
Diluted number of shares                                 431 722 412    427 162 412    431 722 412    427 162 412


12. 3 (Loss)/earnings per share (cents)


                                                                INFLATION ADJUSTED                 HISTORICAL
                                                                          Restated
                                                                 2004         2003          2004         2003

Basic                                                        (10 023)     (16 408)       (2 258)        3 981
Headline                                                      (8 048)     (17 788)       (1 477)        3 764
Diluted basic                                                 (9 909)     (15 549)       (2 232)        3 773
Diluted headline                                              (7 956)     (16 857)       (1 460)        3 567


12.4    Headline earnings


                                                          INFLATION ADJUSTED                 HISTORICAL
                                                                    Restated
                                                         2004           2003           2004        2003
                                                   Z$ million     Z$ million     Z$ million  Z$ million
(Loss)/profit attributable to shareholders           (42 778)       (66 421)        (9 636)      16 115
Deduct non-recurring items:
Loss/(profit) on disposal of property                   1 501        (7 978)            294     (1 253)
and equipment                                                                          
Loss on disposal of interest in subsidiary             10 699              -          4 530           -
Tax effect                                            (3 770)          2 392        (1 491)         376

                                                     (34 348)       (72 007)        (6 303)      15 238







13.    SHARE CAPITAL


                                                                       INFLATION ADJUSTED
                                                                       GROUP AND COMPANY
                                                                                                     Restated
                                                                 2004            2003        2004        2003
13.1 Authorised                                                Shares          Shares  Z$ million  Z$ million

Ordinary shares of Z$0.25 each                            560 000 000     560 000 000         140         140



13.2   Issued and fully paid

At 1 January                                              426 804 812     363 523 767         107         104
Shares issued during the year                                       -      10 813 712           -           3

At 31 December                                            426 804 812     374 337 479         107         107
Effect of IAS 29                                                    -               -      43 347      43 161

At 31 December                                            426 804 812     374 337 479      43 454      43 268
Own equity instruments of Z$0.25 each                               -      52 467 333           -         633

                                                          426 804 812     426 804 812      43 454      43 901
Monetary adjustment on own equity                                   -               -           -       (447)
     instruments

At 31 December                                            426 804 812     426 804 812      43 454      43 454




Of the unissued ordinary shares, 2 155 077 are reserved for options which may be
granted in terms of a share option scheme.  As at 31 December 2004, 4 917 600 
share options were outstanding.



13.3  Share Buy Back



At the Annual General Meeting held on 1 June 2004, shareholders authorised the
directors to purchase up to 56 000 000 (fifty six million) of the company's own
shares.  No shares were repurchased for the period to 31 December 2004.



13.4  Capital Reserves
                                                  INFLATION ADJUSTED                 HISTORICAL
                                                            Restated
                                                   2004         2003          2004         2003
                                             Z$ million   Z$ million    Z$ million   Z$ million

Statutory reserve fund                            5 514        5 514            23           23
Share premium                                   103 816       73 834        24 907          580
Capital redemption reserve                        8 344        8 344            27           27
Other                                               668          235           291           53

                                                118 342       87 927        25 248          683







14     DEPOSITS AND OTHER ACCOUNTS



14.1  Deposits and other accounts by type
                                                            INFLATION ADJUSTED                HISTORICAL
                                                                      Restated
                                                             2004         2003         2004         2003
                                                       Z$ million   Z$ million   Z$ million   Z$ million

RBZ Temporary Liquidity Support                            92 933            -       92 933            -
RBZ Productive Sector Facility                             95 304            -       95 304            -
Deposits from other banks                                  23 354      215 084       23 354       92 411
Other money market deposits                                15 666       38 894       15 666       16 711
Current and deposit accounts                              160 138      237 146      160 138      101 890
Total deposits                                            387 395      491 124      387 395      211 012
Trade and other creditors                                 139 174       68 003      139 174       29 218
                                                          526 569      559 127      526 569      240 230
Less financial liabilities held for                      (43 809)    (155 763)     (43 809)     (66 924)
    trading (note 15.1)                                                            
                                                          482 760      403 364      482 760      173 306




14.2    Maturity analysis of deposits


                                                        INFLATION ADJUSTED               HISTORICAL
                                                                  Restated
                                                        2004          2003        2004         2003
                                                  Z$ million    Z$ million  Z$ million   Z$ million

Withdrawals on demand                                161 412       188 986     161 412       81 198
Maturing within one month                             20 232       170 394      20 232       73 210
Maturing after one month but within 6 months         154 228       121 340     154 228       52 134
Maturing after 6 month but within 12 months           51 523        10 404      51 523        4 470

                                                     387 395       491 124     387 395      211 012




14.3    Sectoral analysis of deposits


                                                                            INFLATION ADJUSTED
                                                                                             Restated
                                                                         2004                    2003
                                                                   Z$ million         %    Z$ million         %

Banks and other financial institutions                                 92 424        24       215 084        44
Reserve Bank of Zimbabwe                                              188 237        48             -         -
Telecommunications companies                                               22         -         4 006         1
Mining companies                                                        4 498         1            35         -
Industrial companies                                                   18 331         5       234 767        48
Other deposits                                                         83 686        22        37 232         7
Municipalities and parastatals                                            197         -             -         -

                                                                      387 395    100.00       491 124    100.00








14.4    Sectoral analysis of deposits


                                                                                HISTORICAL
                                                                        2004                    2003
                                                                  Z$ million         %    Z$ million         %

Banks and other financial institutions                                92 424        24        92 411        44
Reserve Bank of Zimbabwe                                             188 237        48             -         -
Telecommunications companies                                              22         -         1 721         1
Mining companies                                                       4 498         1            15         -
Industrial companies                                                  18 331         5       100 868        48
Other deposits                                                        83 686        22        15 997         7
Municipalities and parastatals                                           197         -             -         -

                                                                     387 395    100.00       211 012    100.00






15.        FINANCIAL INSTRUMENTS HELD FOR TRADING



15.1    Financial liabilities held for trading


                                                                                Fair
                                                                   Cost        Value     Restated   Historical
                                                                   2004         2004         2003         2003
                                                             Z$ million   Z$ million   Z$ million   Z$ million

Fixed term deposits                                              12 390       12 403       15 989        6 870
Negotiable Certificates of Deposits                              13 344       14 341      139 774       60 054
Liabilities re-discounted                                        15 500       17 065            -            -

Total financial liabilities held for trading                     42 234       43 809      155 763       66 924




15.2    Financial assets held for trading


                                                                                Fair
                                                                   Cost        Value     Restated   Historical
                                                                   2004         2004         2003         2003
                                                             Z$ million   Z$ million   Z$ million   Z$ million

Government and public sector securities                          11 287        9 513       15 045         6464
Fuel bonds                                                           20            -         (95)         (41)
Treasury bills                                                    6 267        6 267       14 530        6 243
Government stock                                                  5 000        3 246            -            -
Zesa bonds                                                            -            -          610          262
Bills receivable                                                 14 533       14 997       62 867       27 011
Fixed term loans                                                      -            -        6 037        2 594

Total financial assets held for trading                          25 820       24 510       83 949       36 069



15.3.1     Financial liabilities held for trading
                                                                   INFLATION ADJUSTED                HISTORICAL
                                                                         Restated
                                                                    2004         2003         2004         2003
                                                              Z$ million   Z$ million   Z$ million   Z$ million

Demand to 3 months                                                43 380      155 742       43 380       66 915
3 months to 1 year                                                   429           21          429            9

                                                                  43 809      155 763       43 809       66 924


15.3.2          Financial assets held for trading
                                                                   INFLATION ADJUSTED                HISTORICAL
                                                                         Restated
                                                                    2004         2003         2004         2003
                                                              Z$ million   Z$ million   Z$ million   Z$ million

Demand to 3 months                                                11 867       62 939       11 867       27 042
3 months to 1 year                                                 7 643       21 010        7 643        9 027
1 year to 5 years                                                  5 000            -        5 000            -

                                                                  24 510       83 949       24 510       36 069




16.        CASH AND CASH EQUIVALENTS
                                                                   INFLATION ADJUSTED                HISTORICAL
                                                                         Restated
                                                                    2004         2003         2004         2003
                                                              Z$ million   Z$ million   Z$ million   Z$ million

Balances with Reserve Bank of Zimbabwe
Statutory reserve                                                 75 247        6 612       75 247        2 841
Balances with other banks and cash
Current, nostro accounts and cash                                 48 274      143 938       48 274       61 843

                                                                 123 521      150 550      123 521       64 684
Other
Government and public sector securities                            9 513       15 045        9 513        6 464
Bills receivable                                                  14 997       62 867       14 997       27 011
                                                                  24 510       77 912       24 510       33 475
Total cash and cash equivalents                                  148 031      228 462      148 031       98 159
Analysed as follows:
Cash and cash equivalents for continuing operations              148 031      226 998      148 031       97 530
                                                                                                 
Cash and cash equivalents for discontinuing operations                 -        1 464            -          629
                                                                                                      
Total cash and cash equivalents                                  148 031      228 462      148 031       98 159



The statutory reserve balance with the Reserve Bank of Zimbabwe is non-interest
bearing.  The balance is determined on the basis of deposits held and is not
available to the Bank for daily use.








17.    ADVANCES AND OTHER ACCOUNTS


                                                                   INFLATION ADJUSTED                HISTORICAL
                                                                         Restated
                                                                    2004         2003         2004         2003
                                                              Z$ million   Z$ million   Z$ million   Z$ million

17.1.1    Advances
Fixed term loans                                                 106 112            -      106 112            -
Local loans and overdrafts                                       173 441      234 215      173 441      100 631
Other accounts                                                    49 986      114 379       49 986       49 143

                                                                 329 539      348 594      329 539      149 774


17.1.2    Maturity analysis
Demand to 3 months                                              167 860       175 421       167 860       75 370
3 months to 1 year                                              106 092        80 226       106 092       34 469
1 year to 5 years                                                78 713        13 371        78 713        5 745
Over 5 years                                                          -             -             -            -

Total advances                                                  352 665       269 018       352 665      115 584

Specific and general doubtful debt provisions                  (44 644)      (20 391)       (44 644)      (8 761)
                                                                                                
Suspended interest                                             (28 468)      (14 412)      (28 468)      (6 192)

                                                                279 553       234 215       279 553      100 631
Other accounts                                                   49 986       114 379        49 986       49 143
Total                                                           329 539       348 594       329 539      149 774







Included in other accounts on note 17 is the equivalent of an amount of US$1.8
million that was outstanding at 31 December 2003 recorded as a foreign currency
amount owing at the then market rate, which was the auction rate in January 2004
as reported in the financial statements at 31 December 2003. This amount was
recovered and remitted to the RBZ in December 2004. The receipt was translated
at     Z$6 200 to the US$ as per an understanding with the RBZ at the time the
money was received. Subsequent to the remittance, the RBZ has offered settlement
at Z$824 to the US$, being the historical rate prior to the introduction of the
controlled foreign exchange auction system. Discussions with the Authorities
have been held and the Bank now awaits an appeal for a definitive position from
the RBZ.



In the event that the previously agreed rate of Z$6 200 to the US$ is not
confirmed and the rate of Z$824 is applied, a loss of Z$9.7 billion would be
recorded on this transaction.








17.2    Sectoral analysis of utilisation


                         INFLATION ADJUSTED
                                                                        2004                    2003
                                                                                            Restated
                                                                  Z$ million         %    Z$ million         %

Industrials                                                          170 541        47        96 790        34
Agriculture and horticulture                                          45 788        12        50 373        18
Conglomerates                                                         14 563         4        31 118        10
Services                                                               7 307         2        16 399         6
Mining                                                                17 209         5        15 692         6
Food & Beverages                                                      12 985         3        22 032         8
Other                                                                 98 082        27        52 103        18

                                                                     366 475       100       284 507       100




The above sectoral analysis comprises advances of Z$352 665 million (2003 -
Z$269 018 million) and customers' indebtedness for acceptances of Z$13 810
million (2003 - Z$15 489 million).


17.3    Sectoral analysis of utilisation


                                                                                 HISTORICAL
                                                                        2004                    2003
                                                                  Z$ million         %    Z$ million         %

Industrials                                                          170 541        47        41 586        34
Agriculture and horticulture                                          45 788        12        21 643        18
Conglomerates                                                         14 563         4        13 370        10
Services                                                               7 307         2         7 046         6
Mining                                                                17 209         5         6 742         6
Food & Beverages                                                      12 985         3         9 466         8
Other                                                                 98 082        27        22 386        18

                                                                     366 475       100       122 239       100




The above sectoral analysis comprises advances of Z$352 665 million (2003 -
Z$115 584 million) and customers' indebtedness for acceptances of Z$13 810
million (2003 - Z$6 655 million).


17.4  Risk concentrations



The material concentration of loans and advances are in the industrial sector
47% (2003 - 34%).








17.5  Provisions for doubtful debts including acceptances


                                                                 INFLATION ADJUSTED
                                            ---------- 2004----------     --------Restated 2003-----------
                                          Specific     General       Total    Specific     General       Total
                                        Z$ million  Z$ million  Z$ million  Z$ million  Z$ million  Z$ million

At 1 January                                 3 034       7 357       2 391      13 839      11 402      25 241
Charge against profits                      35 656       2 368      38 024      11 051       5 726      16 777
Bad debts written off                      (2 141)           -      (2 141           2           -           2
Monetary adjustment                        (7 434)     (4 196)    (11 630)    (11 858)     (9 771)    (21 629)

At 31 December                              39 115       5 529      44 644      13 034       7 357      20 391




17.6  Provisions for doubtful debts including acceptances


                                                                     HISTORICAL
                                            -------- 2004 --------          -------- 2003 --------
                                          Specific     General       Total    Specific     General       Total
                                        Z$ million  Z$ million  Z$ million  Z$ million  Z$ million  Z$ million

At 1 January                                 5 600       3 161       8 761         851         701       1 552
Charge against profits                      35 656       2 368      38 024       4 748       2 460       7 208
Bad debts written off                      (2 141)           -      (2 141           1           -           1
At 31 December                              39 115       5 529      44 644       5 600       3 161       8 761




17.7  Non performing loans and advances
                                                                INFLATION ADJUSTED                  HISTORICAL
                                                                      Restated
                                                                 2004         2003          2004          2003
                                                           Z$ million   Z$ million    Z$ million    Z$ million

Total non performing loans and advances                        76 899       39 006        76 899        16 759
Specific provision for doubtful debts                        (39 115)     (13 034)      (39 115)       (5 600)
Interest in suspense                                         (28 468)     (14 412)      (28 468)       (6 192)

                                                                9 316       11 560         9 316         4 967



The residue on these accounts represents recoverable portions covered by
realisable security






NMB BANK LIMITED

CONSOLIDATED INCOME STATEMENTS



year ended 31 December 2004


                                                                     INFLATION ADJUSTED               HISTORICAL
                                                                        Restated
                                                                   2004            2003         2004        2003
                                                   Note      Z$ million      Z$ million   Z$ million  Z$ million

Interest from lending activities                                236 803         215 489      151 206      49 127
Income from investing activities                                 84 340         158 461       56 475      33 010
                                                               321 1431         373 950      207 681      82 137

Interest expense                                              (210 254)       (143 817)    (146 654)    (38 221)
Net interest income                                             110 789         230 133       61 027      43 916
Net foreign exchange (losses)/gains                             (7 350)          37 251      (7 010)       5 646
Non-interest income                                   a          25 851          33 874       35 064       4 294
Net operating income                                            129 290         301 258       89 081      53 856
Operating expenditure                                 b       (134 094)       (111 309)     (72 462)    (16 800)
Charge for bad and doubtful debts                              (38 024)        (12 056)     (38 024)     (5 180)
Loss on net  monetary position                                 (37 462)       (193 813)            -           -
(Loss)/profit before taxation                                  (80 290)        (15 920)     (21 405)      31 876
Taxation                                                         39 587        (25 448)        9 651    (12 615)
Financial institutions levy                                        (80)         (3 710)         (80)     (1 594)
(Loss)/profit after taxation                                   (40 783)        (45 078)     (11 834)      17 667
(Loss)/earnings per share (cents):
Basic                                                 c       (263 116)       (300 520)     (76 348)     117 780
Headline                                              c       (256 426)       (300 893)     (75 038)     117 733
Diluted Basic                                         c       (263 116)       (300 520)     (76 348)     117 780
Diluted Headline                                      c       (256 426)       (300 893)     (75 038)     117 733
Dividend per share (cents):                                           -          87 217           -       26 860







NMB BANK LIMITED

CONSOLIDATED BALANCE SHEETS

year ended 31 December 2004







                                   INFLATION ADJUSTED               HISTORICAL
                                             Restated
                                      2004       2003          2004       2003
Shareholder's funds             Z$ million Z$ million    Z$ million Z$ million

Share capital                       20 428     20 426            31         30
Capital reserves                   133 183    102 768        25 208        643
Revenue reserves                  (83 578)   (10 128)      (15 134)     23 205
Total shareholder's                 70 033    113 066        10 105     23 878
funds

Liabilities

Deposits and other                 481 239    403 348       481 239    173 299
accounts
Financial liabilities               43 440    154 904        43 440     66 555
held for trading
Amount owing to holding                 40         93            40         40
company
Provision for current                1 326      5 267         1 326      2 263
taxation
Acceptances                         13 810     15 489        13 810      6 655
Deferred taxation                   26 166     66 382         3 233     14 008

                                   636 054    758 549       553 193    286 698
Assets

Balances with banks and            122 890    150 545       122 890     64 682
cash
Financial assets held               24 510     82 483        24 510     35 439
for trading
Advances and other                 329 581    352 486       329 581    151 446
accounts
Customers' indebtedness             13 810     15 489        13 810      6 655
for acceptances
Quoted and other                         9        129             9         55
investments
Investment properties               36 200          -        36 200          -
Property and equipment             109 054    157 417        26 193     28 421

                                   636 054    758 549       553 193    286 698









NMB BANK LIMITED

INFLATION ADJUSTED STATEMENT OF CHANGES IN EQUITY

At 31 December 2004






                                          Share        Share    Statutory                     Retained
                                        Capital      Premium      Reserve       Other    Profit/(loss)       Total
                                           Z$ m         Z$ m         Z$ m        Z$ m             Z$ m        Z$ m
Balances at 1 January 2004               20 426       97 254        5 514           -         (10 128)     113 066
Revaluation of properties                     -            -            -         433                -         433
Net loss for the period                       -            -            -           -         (40 783)    (40 783)
Shares issued                                 2       29 982            -           -         (29 984)           -

Dividends paid                                -            -            -           -          (2 683)     (2 683)
                                  ------------- ------------ ------------ -----------   -------------- -----------
Balances at 31 December 2004             20 428      127 236        5 514         433         (83 578)      70 033
                                  ------------- ------------ ------------ -----------   -------------- -----------






INFLATION ADJUSTED STATEMENT OF CHANGES IN EQUITY

At 31 December 2003 (Restated)






                                        Share        Share     Statutory                     Retained
                                      Capital      Premium       Reserve       Other    Profit/(loss)       Total
                                         Z$ m         Z$ m          Z$ m        Z$ m             Z$ m        Z$ m
Balances at 1 January 2003 - as
   previously reported                 20 426       97 254         5 514           -           81 901     205 095
Prior year restatements                     -            -             -           -         (17 508)    (17 508)
1 January 2003 - restated              20 426       97 254         5 514           -           64 393     187 587
Net loss for the period                     -            -             -           -         (45 078)    (45 078)
Dividends paid                              -            -             -           -         (29 443)    (29 443)
                                 ------------ ------------ ------------- ----------- ---------------- -----------
Balances at 31 December 2004           20 426       97 254         5 514           -         (10 128)     113 066
                                 ------------ ------------ ------------- ----------- ---------------- -----------


The prior year restatements relate to re-indexation differences on the property
and equipment (Z$17 508 million) of opening balances previously accounted for
under loss on net monetary position.




NMB BANK LIMITED

HISTORICAL STATEMENT OF CHANGES IN EQUITY

At 31 December 2004



                                       Share         Share     Statutory                     Retained
                                     Capital       Premium       Reserve       Other    Profit/(loss)       Total
                                        Z$ m          Z$ m          Z$ m        Z$ m             Z$ m        Z$ m

Balances at 1 January 2004                30           620            23           -           23 205      23 878
Revaluation of properties                  -             -             -         238                -         238
Net loss for the period                    -             -             -           -         (11 834)    (11 834)
Shares issued                              1        24 327             -           -         (24 328)           -
Dividends paid                             -             -             -           -          (2 177)     (2 177)
                                 ----------- ------------- ------------- ----------- ---------------- -----------
Balances at 31 December 2004              31        24 947            23         238         (15 134)      10 105
                                 ----------- ------------- ------------- ----------- ---------------- -----------






HISTORICAL STATEMENT OF CHANGES IN EQUITY

At 31 December 2003



                                     Share         Share     Statutory                     Retained
                                   Capital       Premium       Reserve       Other    Profit/(loss)        Total
                                      Z$ m          Z$ m          Z$ m        Z$ m             Z$ m         Z$ m
Balances at 1 January 2003              30           620            23           -            9 422       10 095
Net profit for the period                -             -             -           -           17 667       17 667
Dividends paid                           -             -             -           -          (3 884)      (3 884)
                                 --------- ------------- ------------- ----------- ---------------- ------------
Balances at 31 December 2003            30           620            23           -           23 205       23 878
                                 --------- ------------- ------------- ----------- ---------------- ------------







NMB BANK LIMITED



a.      NON-INTEREST INCOME
                                                                       INFLATION ADJUSTED               HISTORICAL
                                                                          Restated
                                                                     2004            2003         2004        2003
                                                               Z$ million      Z$ million   Z$ million  Z$ million

Net (losses)/gains from quoted and other                            (385)           3 556           18         449
    investments                                                                                           
Investment  property fair value and adjustment                      (251)               -       21 092           -
Net commission and fee income                                      25 581          16 979       13 721       1 228
(Loss)/profit on disposal of property and                         (1 501)                        (294)
   equipment                                                                           79                       10
Other net operating income                                          2 407          13 260          527       2 607
                                                                   25 851          33 874       35 064       4 294



b.      OPERATING EXPENDITURE
                                                                       INFLATION ADJUSTED               HISTORICAL
                                                                          Restated
The operating profit is after                                        2004            2003         2004        2003
   charging the following:                                     Z$ million      Z$ million   Z$ million  Z$ million

Administration costs                                               41 332          34 889       30 851       7 433
Audit fees                                                            758             473          610         102
Depreciation on property and equipment                             38 570          30 264        3 686         977

Director's remuneration:                                            2 597           4 785        1 831         622
Fees for services as directors                                        326             300          197          39
Other emoluments                                                    2 271           4 485        1 634         583

Staff costs                                                        50 837          40 898       35 484       7 666
                                                                  134 094         111 309       72 462      16 800



c.             EARNINGS PER SHARE



The calculation of earnings per share is based on the following figures:



c.1    Earnings/(losses)
                                                                       INFLATION ADJUSTED               HISTORICAL
                                                                          Restated
                                                                     2004            2003         2004         2003
                                                               Z$ million      Z$ million   Z$ million  Z$ million
Basic                                                            (40 783)        (45 078)     (11 834)      17 667
Headline earnings (note c.4)                                     (39 746)        (45 134)     (11 631)      17 660


c.2    Number of shares (million)


                                                                   2004             2003         2004        2003
Weighted average shares in issue                                   15.5             15.0         15.5        15.0
Diluted number of shares                                           15.5             15.0         15.5        15.0






NMB BANK LIMITED





c.             EARNINGS PER SHARE



c.3    (Loss)/earnings per share (cents)
                                                                       INFLATION ADJUSTED               HISTORICAL
                                                                          Restated
                                                                     2004            2003         2004        2003
Basic                                                           (263 116)       (300 520)     (76 348)     117 780
Headline                                                        (256 426)       (300 893)     (75 038)     117 733
Diluted basic                                                   (263 116)       (300 520)     (76 348)     117 780
Diluted headline                                                (256 426)       (300 893)     (75 038)     117 733







c.4    Headline earnings
                                                                       INFLATION ADJUSTED               HISTORICAL
The adjustments are as follows                                            Restated
                                                                     2004            2003         2004        2003
                                                               Z$ million      Z$ million   Z$ million  Z$ million
(Losses)/profit attributable to shareholders                     (40 783)        (45 078)     (11 834)      17 667
Deduct non-recurring items:
Loss/(profit) on disposal of property and equipment                 1 501            (79)         294         (100
                                                                                                          
Tax effect                                                          (464)              23         (91)           3
                                                                 (39 746)        (45 134)     (11 631)      17 660




d.      SHARE CAPITAL



d.1    Authorised



The authorized ordinary share capital at 31 December 2004 is at the historical
cost figure of Z$50 million

(2003 - Z$50 million) comprising 25 million ordinary shares of Z$2.00 each.



d.2    Issued fully paid



The issued share capital at 31 December 2004 is at the historical cost figure of
Z$31 million

(2003 - Z$30 million) comprising 15.5 million (2003 - 15 million) ordinary
shares of Z$2.00 each.





e.             INVESTMENT PROPERTIES



e.1    Borrowdale Estate property



One of the investment property is in the Bank's subsidiary, Carey Farm (Private)
Limited.  The Bank's beneficial interest therein is 100%.  The subsidiary's only
asset is a certain piece of land situated in the District of Harare, called The
Remainder of Lot H of Borrowdale Estate measuring 89.2623 hectares (223.16
acres) in extent.  The beneficial interest in the subsidiary arose from
shareholding acquired in settlement of a debt owed to the Bank amounting to $10
008 million.  This acquisition is in compliance with Section 34 of the Banking
Act (Chapter 24:20).






The land was valued by an independent and professional valuer for year end
purposes.  The total value of the unencumbered freehold land and buildings was
Z$18 000 million.  The land and buildings have been accounted for in investment
properties.



e.2     Borrowdale Race course property



The other investment property held by the Bank is Stand 19207 Harare Township of
Stand 19206 measuring 4.4506 hectares in extent.  The land was valued by an
independent and professional valuer for year end purposes.  The total value of
the unencumbered freehold land was Z$18 200 million.  The land has been
accounted for in investment properties.





f.               CAPITAL ADEQUACY - HISTORICAL


                                                                                       2004                      2003
                                                                                 Z$ million                Z$ million
Share capital                                                                            31                        30
Share premium                                                                        24 970                       643
Retained earnings                                                                  (15 134)                    23 205

                                                                                      9 867                    23 878
Less: credit to insiders                                                            (7 810)                   (4 056)

Tier 1 capital                                                                        2 057                    19 822
Tier 2
Subordinated Debt                                                                        40                        40
Revaluation reserves                                                                    238                         -
General provisions                                                                    3 614                     3 161

Total capital base                                                                    5 949                    23 023


Total risk weighted assets                                                          437 358                   158 670
Tier 1 capital adequacy ratio                                                         0.47%                    12.49%
Total capital adequacy ratio                                                          1.36%                    14.51%





NMBZ HOLDINGS LIMITED





NOTICE TO MEMBERS



Notice is hereby given that the Annual general Meeting of Members of NMBZ
Holdings Limited will be held at the Registered Office of the Company at 4th
Floor, Unity Court, Cnr 1st Street/Kwame Nkrumah Avenue, Harare on Thursday 30
June 2005 at 1430 hours for the following purposes:



1.      To receive and adopt the Financial Statements for the year ended 31
December 2004 together with the reports of the directors and Auditors thereon.



2.      To appoint Directors.



3.      To appoint Auditors for the current year and to approve KPMG's
remuneration for the previous year.





Note: A member of the company entitled to attend and vote at this meeting is
entitled to appoint a proxy to attend, speak and on a poll, vote in his stead. A
proxy need not be a member of the company. Proxy forms should be forwarded to
reach the office of the transfer secretaries at least 48 hours before the
commencement of the meeting.





By order of the board









Company Secretary

M B Narotam





Registered Offices



1st Floor                                   NMB Centre
Unity Court                                 George Silundika Avenue/
Cnr 1st Street/Kwame Nkrumah Avenue         Leopold Takawira Street
Harare                                      Bulawayo
Zimbabwe                                    Zimbabwe

Telephone         +263 4 759651             +263 9 70169
Facsimile         +263 4 759648             +263 9 68535
Website:          http://www.nmbz.co.zw 
Email:            enquiries@nmbz.co.zw



Transfer Secretaries



In Zimbabwe                                  In UK
First Transfer Secretaries                   Computershare Services PLC
4th Floor, Gold Bridge North                 36 St Andrew Square
Eastgate Building                            Edinburgh
Cnr. Robert Mugabe/Second Street             EH2 2YB
P O Box 11                                   UK
Harare                                       
Zimbabwe








                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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