Development Bank of Zambia (Amendment) Act, 2001

3. Section/our of the principal Act is amended- ( a) by the deletion of subsection (3) and the substitution Amendment of section 4 therefor of following subsection: (3) The Chairperson and three other members shall be appointed by the Minister and the remaining six members shall be appointed by lhe holders of Class B shares: Provided that in the case of an appointment by the holders of Class B shares, a true copy thereof shall be forwarded to the Minister and lo the Bank.; (b) by the deletion of subsection (5) and the substitution therefor of the following subsection: Copies of this Act can be obtainedfrom the Government Printer, P.O. Box 30136, JOJO/ Lusaka. Price Kl, 500each. 64 No. 11 of 2001] The Developmelll Bank of Zambia (Amendment) (5) A member appointed by the Minister or a member appoited by the holders of Class B shares may, at any time, resign from office by giving written notice to the Minister or to the Chairpeson: Provided that in the case ofresignation by a member appointed by the holders of class B shares a true copy of the resignation letter shall be forwarded to the Minister and to the Bank; ( c) by the deletion of subsection (9) and the substitution therefor of the foll wing subsection: (9) If at any meeting of the Board the Chairperson is absent, the members present shall elect one of their. number from class A directors to chair the meeting.; (d) by the deletion of subsection (10) and the substitution therefor of the following subsection: (10) A member ofthe Board shall be paid from the funds oftheBanksuch remuneration or allowances as the Board may determine; ( e) in subsection (11) by he deletion from paragraph (b) of the words " long - and medium-term; ¥nd (f) by the deletion of subsection (13).

4. The principal Act is amended by the repeal of section/our A.

5. Section.five of the principal Act is amended by the deletion of subsection (I) and the ·substitution therefor of the following subsection: "(I) The quorum for a meeting oftlie Board shall be two Class A directors and three Class B directors"

6. Section seven of the principal Act i& amended by the deletion of subsection ( 1) and the substitution of the following subsection: (I) The Board shall appoint a Managing Director on such terms and conditions as the Board may determine; and the Managing Director shall be the chief executive officer of the Bank who shall be responsible for the management of the affairs of the Bank in accordance with the policies and directions of the Board.

7. Section eight of the principal Act is amended - I ·(a)in subsection( l )- . (i) by the deletion of the words" a General Manager; (ii) by the deletion of the proviso; . Repeal of section 4A Amendment of section 5 Amendment of section 7 Amendment of section 8 The Development Bank of Zambia [No. 11 of 2001 65 (Amendmelll) (b) by the deletion of subsection (2); and (c) by the deletion of subsection (4). Amendment of Part Ill

8. The principal Act is amended by the deletion of the heading of Part ill and the substitution therefor of the following new heading: Repeal and replacement of section 9 Authorised capital and division of shares SHARE CAPITAL ANO OTHER ASSETS

9. The principal Act is amended by the repeal of section nine and the substitution therefor of the following section:

9. (I) Subject to subsection (2), the authorised capital of the Bank shall be the Kwacha equivalent of US$ 700,000,000 divided into 700,000 shares, each having a par value of the Kwacha equivalent of US$! ,000 and the authorised capital shall be subscribed as follows: ( a) one share designated as a golden share; (b) 279,999 shares designated as Class A shares; and (c) 420,000 shares designated as Class B shares. (2) The Board may, with the approval of the Minister, increase the amount of authorised capital but in such manner that th� ratio of the golden share together with Class A shares on the one part (constituting forty percent of the total number of shares) to Class B shares on the other part (constituting sixty percent of the total number of shares) is not exceeded. Amendment of section 10

10. Section ten of the principal Act is amended by the deletion of subsections (1) and (2) and the substitution therefor of the following subsections: (1) The share capital referred to in section nine shall be allotted as follows: ( a) the golden share to the Minister; (b) Class A shares to the Minister and to such public institutions as the Minister may designate and, in both cases, in such number as the Minister may determine; and (c) Class B shares to persons other than the Minister or the institutions referred to in paragraph (b), as the Minister may determine. (2) The Board, in consultation with the Minister and the shareholders, shall determine how the shares held immediately before the commencement of this Act shall be dealt with on or after the commencement of this Act. 66 No. 11 of 2001] The Development Bank a/Zambia (Amendment)

11. The principal Act is amended by the insertion immediately after section ten of the following new section: lnseection of section lOA 10 A. (I) The Board shall not, without the written consent of the Minister as holder of the golden share, resolve- ( a) to wind up the Bank; (b) to substantially alter the business of the Bank as Consent of Minister required in certain cases provided for in section twelve; or ( c) to sell, transfer, lease, assign or otherwise dispose of any assets of the Bank or any interest therein exceeding such value as the Minister may in consultation with the Board determine. (2) In a distribution of capital in a winding up of the Bank, the Minister as holder of the golden share shall be entitled to repayment of the capital paid up pari passu to any other repayment of capital to any other member.

12. The principal Act is amended by the insertion immediately after section eleven of the following new sections: llA. (I) For the purpose of this section, the non­ performing portfolio of the Bank consists of - ( a) all loans advanced by the Bank and financial instruments issued by the Bank and, in each case, in respect of which any payment of the principal or interest is, on the commencement of this Act, in arrears in excess of one hundred and eighty days; and (b) the amount of the equity investment by the Bank in any company or other entity which, for three years or more immediate! y before the commencement of this Act, has not made a declaration of dividends. (2) With effect from the date of the commencement of this Act, all assets, liabilities, rights and obligations of the Bank relating to the non-performing portfolio of the Bank and in existence immediately before that date shall, without further assurance, vest in the Government. (3) Notwithstanding subsection (2), all proceedings pending on the date of commencement of this Act by or against the Insertion of sections 11 A and!!B Transfer and vesting of non­ performing portfolio of Bank Conversion of certain financial liabilities into debentures Cap. 388 Amendment of section 12 The Development Bank of Z.ambia [No. 11 of 2001 67 (Amendment) Bank in respect of any matter relating to the non-performing portfolio of the Bank may be continued by or against the Bank. ( 4) The Bank shall be indemnified by the Government against all liability of the Bank which the Bank incurred before the commencement of this Act arising from any suit or other legal proceedings and from any claim or demand in respect of any matter relatin"g 'to the non-performing portfolio. (5) The Minister shall, in writing give directions to the Board for the management and realisation, by the Bank, of th� non-performing portfolio on such terms and conditions as may be agreed in writing between the Minister and the Board. llB. (1) With effect from the date of commencement of this Act, the total amount of money paid by the Government as a guarantor of the loans advanced to the Bank by the African Development Bank, the International Bank for Reconstruction and Development, the Arab Bank for Economic Development in Africa, the Netherlands Develoment Finance Company (FMO), and the European Investment Bank shall stand converted into long-term debentures in favour of. the Government. (2) The debentures reffered to in subsection (1) shall carry no interest and no voting rights and shall have the same status as debentures under the Companies Act.

13. ( 1) Section twelve of the principal Act is amended- ( a) by renumbering that section as subsection ( 1) of section . twelve; (b) by the deletion of paragraph ( a) of subsection (I) and the substitution therefor of the following new paragraph: ( a) to make available long, medium and short term finance and equity investment for economic development; and ( c) by the insertion immediately after sub section ( 1) of the following new subsection: (2) in carrying on its .business, the Bank may, in accordance with its business and development plans, provide borrowers with capital and other resources forinvestment in economic undertakings and activities for, or relating to- ( a) the creation of infrastructure; (b) the production of goods or services; - 68 No. 11 of 2001] The Development Bank of Zambia (Amendment) ( c) the creation of employment; or ( d) such other economic undertakings or activities as the Board may determine. (2) The Bank may, subject to the other provisions of this Act, borrow money or other assets required by it for the purpose of meeting any of its obligations or discharging its functions under this Act.

14. The principal Act is amended by the repeal of section thirteen. Repeal of section 13

15. Section fifteen of the principal Act is amended by the deletion from paragraph ( c) of the words " Long-and medium-term". Amendment of section 15

16. Section seventeen of the principal Act is amended- (a) in subsection (1) by the deletion of the words" long-and Amendment of section 17 medium- term"; (b) by the deletion of subsections (3) and (4); and ( c) by the re-numbering of subsection (5) as subsection (3).

17. The principal Act is amended by the repeal of section seventeen A.

18. Section twenty-three of the principal Act is amended in subsection (3) by the deletion of the words " with approval of the Minister". Repeal of section 17A Amendment of section 23