Reshaping African banking.
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Our Contents Overview Overview 01 About Atlas Mara success 02 What will help us succeed? Why Africa? Why Africa? 18 What is our vision? 20 Africa in numbers 22 Too big to ignore 24 The rise and rise of cities 24 Governance and the rule of law 26 Trade and investment 28 Natural resources 30 Technology is linked 32 The Atlas Mara opportunity Strategy Strategy 34 Chairman’s letter 38 Chief Executive Officer’s letter 40 Business model 42 Strategy and key performance indicators 46 Relationships and responsibilities 50 Principal risks to Africa’s Performance Performance 54 Chief Financial Officer’s review of financial performance Governance 62 Chairman’s introduction to success. corporate governance 64 Board of Directors Governance 66 Board of Directors biographies 68 Corporate Governance Report 77 Directors’ Remuneration Report 86 Directors’ Report 89 Independent Auditor’s Report Financial statements 92 Consolidated statement of financial position Financial statements 93 Consolidated statement of loss 93 Consolidated statement of other comprehensive income 94 Consolidated statement of changes in equity 96 Consolidated statement of cash flows 97 Organisation and significant accounting policies 101 Notes to the financial statements Atlas Mara Limited (“Atlas Mara” or “the Company” and, together Atlas Mara’s strategy is to create sub-Saharan Africa’s premier Additional information with its subsidiaries, “the Group”) is a rapidly growing sub-Saharan financial institution. We recognise that this is an audacious goal. Additional information African (or “SSA”) financial services group listed on the London We intend to achieve this by: 172 Share price information 173 Simplified company structure Stock Exchange. Since its founding by Bob Diamond and –– combining our global institutional knowledge with our Ashish J. Thakkar in late 2013, we have acquired, by way of four extensive local insights and experience; transactions1, control of (or significant stakes in) banking operations –– harnessing our access to capital, liquidity and funding to in seven sub-Saharan African countries, including Botswana, both support growth and enhance the competitiveness of Zimbabwe, Zambia, Tanzania, Mozambique, Rwanda and Nigeria, our existing operations; For more information about Atlas Mara several of which rank amongst the fastest growing countries –– leveraging technology to provide innovative and differentiated go to http://atlasmara.com in the world. product offerings and excellent customer service; and –– continuing to attract and retain top talent – people who share We believe in sub-Saharan Africa’s potential. We believe that our passion for Africa and our mission to effect change. the multi-faceted drivers of Africa’s growth will support a bright, sustainable future. We believe that access to financial services and competitive banking sectors can improve people’s lives. We believe that we can be a positive disruptive force in the markets in which we operate. We believe that we can create meaningful value for our stakeholders. 1. ABC Holdings Limited (“BancABC”), ADC African Development Corporation AG (“ADC”), BRD Commercial Bank Ltd (“BRD Commercial”) and Union Bank of Nigeria plc (“UBN”) (30% direct and indirect stake) 01 Annual Report 2014 Atlas Mara Limited
What will help Overview Operating, not us succeed? just investing We are operators. We have We understand the Why Africa? built businesses. We have run complexities, challenges large, multi-national, financial and opportunities associated services groups. We have with the markets in operated extensively across which we have operations sub-Saharan Africa. and investments. Strategy Performance Governance Financial statements Additional information Leadership. 02 Annual Report 2014 Atlas Mara Limited 03 Annual Report 2014 Atlas Mara Limited
What will help Overview Growing while us succeed? others are retreating Operating with Why Africa? permanent capital Building strong ties with development Strategy financial institutions Opportunities for growth a vacuum that Atlas Mara across sub-Saharan is seeking to fill. Performance Africa abound. However, constraints on capital, We have raised significant liquidity and funding have equity capital, executed served as a brake on multiple transactions and economic expansion. are evaluating several more. There are few, if any, SSA- We have a London share based financial institutions listing providing access to that would not benefit from the equity capital markets. Governance enhanced access to all three levers for growth. Additionally, we have a network of deep relationships Capital. At the same time, due to the with development financial introduction of Basel III and institutions (“DFIs”) for whom issues in their domestic the provision of funding to markets, many international financial services companies financial groups are retreating is consistent with their Financial statements from the continent, creating development mandates. Liquidity. Additional information Funding. 04 Annual Report 2014 Atlas Mara Limited 05 Annual Report 2014 Atlas Mara Limited
What will help Overview Leveraging us succeed? leap-frogging technologies Why Africa? There is a technological access, product availability revolution underway across and service to our existing sub-Saharan Africa. African customers and leverage innovations are being applications to increase exported and copied around financial inclusion and bank the world. The lack of legacy the under- and un-banked. systems in the region has Strategy created unique opportunities Migrating from mobile to create new solutions to money transfer to mobile historical problems. banking is an example of the step-changes We intend to harness in the provision of technology to ensure the technology-enabled soundness and efficiency of financial services that our infrastructure, enhance we are actively evaluating. Performance Governance Financial statements Additional information Technology. 06 Annual Report 2014 Atlas Mara Limited 07 Annual Report 2014 Atlas Mara Limited
What will help Overview Buying, protecting us succeed? and growing assets We have a three-pillar model Case study: BancABC Why Africa? for growing the Company. Since closing the acquisition of BancABC in late August Buy 2014, we have been working We have a robust pipeline closely with the bank in: of prospective merger and –– improving credit acquisition candidates and processes; are evaluating and negotiating –– identifying a number potential acquisitions and of “quick wins”; Strategy partnerships. –– successfully supporting BancABC’s obtaining Protect $125 million of DFI We are actively involved funding; and in enhancing the operations –– injecting $100 million of operating subsidiaries of funds to support across the Group. We the business and its have numerous initiatives growth aspirations. Performance underway that are expected to directly translate into bottom line results. Grow We are focused on extracting synergies and deploying capital Governance to drive growth. Buy. BancABC www.bancabc.com Financial statements Protect. Additional information Grow. 08 Annual Report 2014 Atlas Mara Limited 09 Annual Report 2014 Atlas Mara Limited
What will help Overview Attracting high- us succeed? calibre talent We are focused on attracting experienced, like-minded Why Africa? and retaining the best talent people who share our in the industry. Since our passion and vision to founding, we have been create sub-Saharan Africa’s able to identify high-calibre, premier financial institution. Strategy Performance Governance Financial statements Additional information Talent. 10 Annual Report 2014 Atlas Mara Limited 11 Annual Report 2014 Atlas Mara Limited
What will help Overview Setting high us succeed? standards We view strong corporate on our way to establishing Why Africa? governance as a the systems and processes “differentiator” not just a to ensure our compliance “qualifier”. While early in with the highest standards our journey, we are well of governance. Strategy Performance Governance Financial statements Additional information Governance. 12 Annual Report 2014 Atlas Mara Limited 13 Annual Report 2014 Atlas Mara Limited
What will help Overview Becoming the us succeed? partner of choice Our strategy to create innovative products to our Why Africa? sub-Saharan Africa’s premier customers, empowering financial institution involves employees to grow and becoming the “partner effect change while ensuring of choice” for customers, accountability, earning the employees, merger partners trust of transaction counter- and shareholders. parties through transparent and fair dealing, and We will do this by offering delivering on promises Strategy high levels of service and to shareholders. Performance Governance Financial statements Additional information Delivery. 14 Annual Report 2014 Atlas Mara Limited 15 Annual Report 2014 Atlas Mara Limited
Why Our business Overview in numbers: $625m Why Africa? Africa? 4 Strategy of equity capital raised An overview of our vision and Performance 1,600+ the trends and opportunities that we see in sub-Saharan Africa. Governance employees 7 acquisitions Financial statements completed in 2014 Operations and In this section: investments in 01. 02. 03. Additional information What is our Africa in Too big vision? numbers to ignore $ 2.6bn in assets 04. The rise and rise of cities 05. Governance and the rule of law 06. Trade and investment 07. 08. 09. Natural Technology The Atlas Mara resources opportunity countries 16 Annual Report 2014 17 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited
Bob Diamond Ashish J. Thakkar To fulfil its potential, Africa needs: Overview SSA countries 48 Founder Director Founder Director – investment in infrastructure to support inter- and intra-regional trade; – good governance; and – customer-centric, innovative, inclusive Why Africa? financial services. SSA population size Although sub-Saharan Africa is seeing broad-based economic growth and locally- driven innovation on the one hand, there is a 937m Strategy Total GDP of Africa $1.6tr retreat of multi-national banking groups and a lack of access to capital, liquidity and funding by local and regional banks on the other. Performance To us, this provides a clear opportunity to create Source: World Bank Indicators. a financial services group to participate in industry consolidation and serve as a catalyst for stimulating and accelerating economic growth. It involves leap-frogging outdated business models through Governance effectively harnessing technology, offering enhanced products and services to both retail and corporate customers, as well as ensuring strong governance, risk management, processes and systems. Financial statements Atlas Mara is the embodiment of our vision. We plan to be a positive disruptive force in sub-Saharan African financial services. Additional information Before focusing on Atlas Mara and the 01. achievements of the past 16 months, as well as the road ahead, we would like to outline the What is reasons for our optimism about sub-Saharan Africa. In particular, we describe the promising prospects for growth and diversity that mark it out from other developing economies. our vision? Bob Diamond Ashish J. Thakkar Founder Director Founder Director More online http://atlasmara.com 18 Annual Report 2014 19 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited
Eritrea Sudan Somalia Overview Capital Capital Capital Lagos to London1 5,021km Asmara Khartoum Mogadishu GDP GDP GDP $3.4bn $66.6bn $1.3bn2 Population Population Population London 6.3m 38.0m 10.5m Senegal Mali Mauritania Burkina Faso Nigeria Niger Central Chad Democratic Ethiopia South Sudan Capital Capital Capital Capital Capital Capital African Capital Republic of Capital Capital Dakar Bamako Nouakchott Ouagadougou Abuja Niamey Republic N’Djamena the Congo Addis Ababa Juba GDP GDP GDP GDP GDP GDP Capital GDP Capital GDP GDP $14.8bn $10.9bn $4.2bn $11.6bn $521.8bn $7.4bn Bangui $13.5bn Kinshasa $47.5bn $11.8bn Dakar to New York1 6,148km GDP GDP Why Africa? Population Population Population Population Population Population Population Population Population 14.1m 15.3m 3.9m 16.9m 173.6m 17.8m $1.5bn 12.8m $32.7bn 94.1m 11.3m Population Population 4.6m 67.5m New York Strategy Guinea Guinea- Cape Verde The Gambia Capital Bissau Capital Capital Conakry Capital Praia Banjul GDP Bissau GDP GDP $6.1bn GDP $1.9bn $0.9bn Population $1.0bn Population Population 11.7m Population 0.5m 1.8m Non sub-Saharan Dar es Salaam to Mumbai1 4,669km 1.7m Africa Performance Sub-Saharan Mumbai Seychelles Tanzania Africa Capital Capital Victoria Dodoma GDP GDP Dakar $1.4bn $33.2bn Côte d’Ivoire Liberia Sierra Leone Uganda Kenya Rwanda Burundi Population Population 0.1m 49.3m 02. Capital Capital Capital Capital Capital Capital Capital Yamoussoukro Monrovia Freetown Kampala Nairobi Kigali Bujumbura Governance GDP GDP GDP GDP GDP GDP GDP $31.1bn $2.0bn $4.1bn $21.5bn $55.2bn $7.5bn $2.7bn Population Population Population Lagos Population Population Population Population 20.3m 4.3m 6.1m 37.6m 44.4m 11.8m 10.2m Africa in Financial statements numbers Dar es Salaam Ghana Togo Benin Capital Capital Capital Accra Lomé Porto Novo GDP GDP GDP $48.1bn $4.3bn $8.3bn Population Population Population Additional information 25.9m 6.8m 10.3m Sub-Saharan Africa recorded a compound annual growth rate (“CAGR”) in GDP of approximately Dakar to São Paulo1 5,306km 5% for the period from 2008-2014. The underlying São Paulo drivers of this growth are broad-based and robust: Johannesburg –– Favourable demographics –– Regional integration –– Increasing rates of –– Unparalleled natural urbanisation resources São Tomé and Príncipe Equatorial Guinea Cameroon Capital Gabon Capital Republic of Congo Angola Capital Namibia Capital South Africa Capitals Lesotho Capital Swaziland Capitals Botswana Capital Madagascar Capital Mauritius Capital Zimbabwe Capital Mozambique Capital Zambia Capital Malawi Capital Comoros Capital –– Relative political stability –– Technological innovation Capital São Tomé Capital Malabo Yaoundé GDP Libreville GDP Capital Brazzaville Luanda GDP Windhoek GDP Pretoria, Cape Town, Maseru GDP Lobamba, Mbabane Gaborone GDP Antananarivo GDP Port Louis GDP Harare GDP Maputo GDP Lusaka GDP Lilongwe GDP Moroni GDP –– Increased foreign direct and early adoption GDP $0.3bn GDP $15.6bn $29.6bn $19.3bn GDP $14.1bn $124.2bn $13.1bn Bloemfontein GDP $2.3bn GDP $3.8bn $14.8bn $10.6bn $11.9bn $13.5bn $15.6bn $26.8bn $3.7bn $0.6bn investment Population Population Population Population Population Population Population Population Population Population Population Population Population Population Population 22.3m 1.7m Population 21.5m 2.3m $350.6bn 2.1m Population 2.0m 22.9m 1.3m 14.1m 25.8m 14.5m 16.4m 0.7m 0.2m 0.8m 4.4m Population 1.2m 53.0m The perception gap with respect of the governments and citizenry of the 6,698km the realisable potential of sub-Saharan 48 countries that constitute sub-Saharan Dakar to Johannesburg1 Africa is narrowing as people increasingly Africa continue to make impressive recognise the pace of change across the forward strides. We aim to “change continent. Although negatives such as the conversation” when it comes to GDP and Population Source: World Bank, World Development Indicators Database. 1. Source: http://distance.to. Ebola, terrorism and corruption continue the expectations and opportunities 2. Somalia GDP as at 2012. Source: http://data.un.org. to define some attitudes towards Africa, that define Africa in the 21st century. 20 Annual Report 2014 Atlas Mara Limited
Modern Africa 51.6m Overview This is the world’s 03. Population of African continent Abidjan to Paris Land mass1 1bn+ flight time4 (sq. km) snapshot: second largest – and second most populous – 6hrs 33mins China9,388,211 Brazil8,358,140 Too big continent: one into USA28,080,464 Facebook users which the USA2, China, India2,973,190 United Kingdom 241,930 India, Brazil and the Why Africa? Total29,041,935 Population of SSA1 UK taken together, 16% could be comfortably 382m Africa329,379,216 to ignore in 1980 accommodated. It is hugely diverse. 937m Strategy in 2013 Internet penetration Population increase in SSA since 1994 airobi to Dubai N 371m It seems almost impertinent to talk The population of sub-Saharan Africa flight time4 Performance 4hrs 54mins about Africa as a “market”. has been estimated at more than 900 million. There has been a population USA 2 This is the world’s second largest – increase of approximately 270 million and second most populous – continent: during the past 13 years alone (a 2.7% one into which the USA2, China, India, compound annual growth rate). Young 50% Brazil and the UK taken together, could people constitute a high proportion of be comfortably accommodated. It is this number. In 2012, for example, 45% India hugely diverse and richly textured. of the population of Tanzania was under Governance 67 of urban residents The continent as a whole comprises 15 years of age. Spain, which has a similar population to Tanzania, has a Africa, as a continent, are online 54 countries, and more than a billion mere 15% of its population under the will surpass China, in people who speak up to 3,000 languages. age of 15. The United Nations has projected that Africa, in aggregate, terms of working age Distances and links can be surprising. will represent 40% of global population population by 2040. For example, Dakar in Senegal is closer growth to 2030 and McKinsey & Co. to New York City than it is to Johannesburg expects the working age population of China Financial statements – and even closer to São Paulo. Abuja Africa to surpass that of China by 2040. Young population 45% in Nigeria is as close to London as The “dependency ratio” (number of the Tanzanian capital Dar es Salaam working age people to the number is to Mumbai. of dependents) is expected to decline dramatically, thus supporting increases in GDP per capita. Luanda to population of Tanzania under 15 years old. Rio de Janeiro flight time4 Additional information 8hrs13mins Top 24 languages spoken in SSA Distances and links can be surprising. m For example, Dakar Brazil UK in Senegal is closer to New York City than it is to Johannesburg – and even closer to São Paulo. Languages spoken (approximately) 3,000 Smartphones Above map is for visualisation purposes only. 1. Source: World Bank, World Development Database. Johannesburg to Perthflight time4 10hrs 51mins 2. Contiguous US(excluding Alaska, Hawaii). Source: http://en.wikipedia.org/wiki/Contiguous_United_States. Source: McKinsey Global Institute, 3. Excludes Western Sahara. Lions go digital, November 2013. 4. Source: www.travelmath.com. 21 Annual Report 2014 22 Annual Report 2014 23 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited Atlas Mara Limited
City trends across Africa Overview 04. Cities in Africa with a population over 1 million1 52 Algiers Rabat Casablanca Tripoli Alexandria The rise and rise of cities Giza Cairo 46 of which are in SSA. Why Africa? Shubra al-Khaymah The African continent is expected to have owing to the efficiencies that stem from the By contrast, electricity generation has the world’s fastest rate of urbanisation opportunities and services that cities can stagnated, and transport development has The number of cities with Omdurman Khartoum from 2020 to 2050. With more than 40% provide to their residents. These include been limited. The 48 sub-Saharan African populations between 5 million and Dakar of the population already living in cities, the ability to accelerate financial inclusion. countries, with a population of more than 10 million is expected to increase, Kano the continent is more urbanised than 900 million, generate roughly the same from three in 2014 to 12 in 2030. Conakry Kaduna 3 Lagos India (30%) and closer to Chinese levels Infrastructure – making things possible power as Spain with a population of Freetown Ibadan Addis Ababa Strategy (45%). Some 56% of Africa’s population Adequate and reliable social and economic 47 million, and only about 32% of the 2014 Abidjan Benin City Port Harcourt is projected to be living in urban areas infrastructure, such as power plants, population of sub-Saharan Africa has Accra Douala Yaoundé by 2050. access to water, roads, railways, ports access to electricity. Mogadishu and housing have long been identified as Nairobi There are currently 52 cities in Africa with major pre-requisites for the attainment of This will not be resolved quickly. 12 Brazzaville Kinshasha a population of more than 1 million people sustainable growth and development of However, in the view of the International of which 46 are in sub-Saharan Africa. African economies. In 2006, for example, Monetary Fund, modest improvement in 2030 Dar es Salaam Of Africa’s three mega-cities (populations it was estimated that trade within the West infrastructure is not solely a matter of Luanda Performance greater than 10 million), two are in African Economic and Monetary Union financial constraints, but a matter of Lubumbashi sub-Saharan Africa: Lagos (Nigeria) and (WAEMU) could increase threefold if all countries making the most of new financing Kinshasa (Democratic Republic of Congo). intra-state roads linking the countries of instruments, removing regulatory barriers, Lusaka By 2030, sub-Saharan Africa is expected the Union were paved. while simultaneously controlling fiscal risks Harare to have a further three mega-cities: Dar es and maintaining debt sustainability. Salaam (Tanzania), Johannesburg (South Progress in infrastructure so far this century Africa) and Luanda (Angola). The number in sub-Saharan Africa has been driven by This creates a tremendous opportunity of cities with populations of between unprecedented expansion in information/ for financial institutions to connect African Africa is expected to be Pretoria Maputo Governance Soweto 5 million and 10 million is also expected to increase, from three in 2014 to 12 in 2030. communications technology. Mobile phone subscriptions have grown at a rate of 40% markets to broader international capital markets with an emphasis on facilitating the fastest urbanising Johannesburg Durban a year during the past decade, and about trade finance and making large part of the world from Increasing urbanisation is a widely recognised measure of economic growth half of countries have moved from under one phone per 100 people in 2000 to infrastructure projects happen. 2020 to 2050. Cape Town and increasing GDP per capita, largely more than 50 a decade later. Population greater Population between Population greater than 10 million 5 million and 10 million than 1 million Financial statements Creating a positive legacy presidents of Mozambique, Botswana The ranks of ministries across sub-Saharan Africa 05. While conflicts persist across the region, and Cape Verde. While this reflects well World Bank’s “Ease of Doing sub-Saharan Africa has experienced a on the credibility of the prize, it does not Business” rankings2 are staffed by young, well-educated, ambitious Additional information degree of relative political stability not seen necessarily put African governance in (selected countries) since the end of the colonial period. Ashish a good light. The parallel Ibrahim Index people who have spent time in the world’s capitals has first-hand experience of the devastation of African Governance has shown little #7 United States and leading businesses and have decided to return Governance that can be wrought by conflict, and we change in terms of which countries lead believe that there is a conscious drive across the region to create institutional the league tables and which trail them. home to make a difference. #46 Rwanda and the rule structures to ensure that the past is not repeated. The ranks of ministries across Is doing business in every jurisdiction easy? No. However, the “direction of travel” in #62 Russia of law sub-Saharan Africa are filled by young, our view is both positive and clear. For In terms of banking regulations, as the IMF While the IMF has recently highlighted #70 Ghana well-educated, ambitious people who example, in the World Bank’s “Ease of has noted, we believe that multi-country that more work needs to be done in have spent time in the world’s capitals Doing Business” rankings, Rwanda (#46), African banks can contribute positively to order to appropriately regulate the #74 Botswana and leading businesses, and have decided Ghana (#70) and Botswana (#74), compare the economies in which they operate by: continued emergence of multi-country to return home to make a difference. favourably to selected other developing –– increasing competition and efficiency; African banking groups, we have seen, #90 China economies. In addition, in the last 30 years, –– increasing financial inclusion and first-hand, a concerted effort on the part Nonetheless, there remains reason for sub-Saharan Africa has realised a steady product innovation; of sub-Saharan African central banks #111 Zambia scepticism. One of the world’s most increase from -5 to +2 in one of the world’s –– contributing to financial stability through to coordinate their activities and align prestigious prizes – on par, in our view, leading indicators for political authority, diversification; and their approaches to supervision. #120 Brazil with the Nobel prizes – is funded by the the Polity IV Index. This supports the strong –– driving significant convergence through Sudanese billionaire Mo Ibrahim to reward belief that there is increasing transparency the adoption of IFRS, implementation #136 Kenya excellence in African leadership and and stability in the political landscape of Basel II, and asset classification. comes with a monetary award of which benefits businesses and local #142 India $5 million. However, it has only been communities alike. awarded three times since its inception in 2007. The recipients were the former 1. Source: The African Economist, December 2012. 2. Source: World Bank’s “Ease of Doing Business” report 2015. www.doingbusiness.org. 24 Annual Report 2014 25 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited
Overview Value of bank-intermediated trade Imports in EAC, ECOWAS and SADC1 Since the late 1990s, investment in sub-Saharan finance in Africa Africa has blossomed. The size of foreign direct $330-350bn $bn 250 200 187.5 195.4 203.5 investment (“FDI”) inflows into the continent, 150 150.6 as a whole, increased at a CAGR of around 13% This is roughly equal to one-third of 124.5 100 96.5 99.6 110.3 between 2000 and 2013. total African trade.3 Why Africa? 50 34.3 35.6 37.3 n/a Capital inflows in SSA 2 (excluding SA) Value of unmet demand for 2010 2011 2012 2013 $bn bank-intermediated trade finance3 $110-120bn EAC ECOWAS SADC 60 50 40 Strategy 30 Exports in EAC, ECOWAS and SADC1 20 $bn 10 250 221.7 222.1 ’95 ’96 ’97 ’98 ’99 ’00 ’01 ’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 ’13 220.0 200 187.4 175.6 168.4 Inward FDI flows 150 139.3 112.6 100 Performance Announced value of FDI greenfield projects2 (cumulative 2009-2013) 50 (Manufacturing and services) 13.4 13.9 12.9 n/a 2010 2011 2012 2013 Host Total value Share of investment region $ billion from Africa % EAC ECOWAS SADC ECOWAS 58 37 EAC 31 36 ECCAS 23 18 Governance BRICs exports to SSA 2 BRICs imports from SSA 2 SADC 83 17 $bn $bn COMESA 106 15 120 180 UMA 43 1 160 Africa 281 17 100 140 80 120 100 60 80 Open for business economic ties being forged by way This is a first step towards building Financial statements 40 60 In addition to the trends in FDI, the trends of the institutionalisation of Africa’s regional capacity and competitiveness for 40 20 20 in inter- and intra-regional trade amongst trading blocs. In particular, we see the exporting globally. Geography provides Africa’s regional economic trading blocs Southern African Development Community another rationale for boosting intra-African ’00 ’01 ’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 ’13 ’00 ’01 ’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 ’13 are equally positive. The chart opposite (“SADC”), East Africa Community (“EAC”) trade. Many African countries, for example Brazil China India Russian Federation Total BRIC Brazil China India Russian Federation Total BRIC shows that, since the early 2000s, and Economic Community of West African those in southern Africa, are a long way inter-regional trade between sub-Saharan States (“ECOWAS”) as examples of the from the large consumer markets in Africa and the BRIC countries has been impact that policy-makers focused on Europe, North America and Asia. Enhanced increasing dramatically. In our view, this achieving common goals can have on regional trade will enable these countries Additional information is one of the key answers to the question economic development. Further regional to overcome the burden associated we are sometimes asked along the lines integration will meaningfully decrease with exporting to distant markets. of “Why is investing in Africa different historical “friction costs” arising due to this time?”. different regulations in different countries There is also a marked shift towards or economic zones. the services sector as a driver of growth As opposed to previous periods of in a number of African economies. 06. expansion, sub-Saharan Africa’s current Expanding regional trade provides This trend, which is supported by growth is broader-based and not African countries with an opportunity local and international development nearly as reliant upon traditional trading to address a major constraint to export agencies, reflects growing demand relationships as it has been in the past. competitiveness imposed by the from Africa’s burgeoning middle class Trade and small size of their national economies. and the impact of urbanisation, as In our view, inter- and intra-regional In particular, it will enable African well as the need for the continent trade is critical to the sustainability of enterprises to enhance competitiveness to diversify its trade and economies the continent’s ongoing development. through exploiting economies of scale away from commodities. It is heartening to see the closer associated with having a larger market. investment EAC – East Africa Community 1. Source: Trade Map (http://www.trademap.org/ ECOWAS – Economic Community of West African States Country_SelProduct_TS.aspx); For some years, SADC – Southern African Development Community not all countries in each trade block have SSA – Sub-Saharan Africa reported import/export data. Values in these BRIC – Brazil, Russia, India, China years are shown as “n/a”. ECCAS – Economic Community of Central African States 2. Source: http://unctadstat.unctad.org/EN COMESA – Common Market for Eastern and Southern Africa 3. Source: African Development Bank, “Trade UMA – Union du Maghreb Arabe in Africa”, December 2014. 26 Annual Report 2014 27 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited
Mapping Africa’s mineral wealth 1 Overview Investing in sub-Saharan 07. Africa is about much more than commodities. However, the abundance Percentage of world’s production Average annual revenue from new projects2 Natural of sub-Saharan Africa’s Ghana, Tanzania, Mali, Guinea and Burkina Faso Ghana ($, constant Per cent 2011 GDP Liberia ($, constant Per cent 2011 GDP natural resources is Why Africa? 2011 dollars) 2011 dollars) difficult to overstate. 9% 2.3% 147.8% 8.5bn 1.7bn resources Gold Jubilee Oil Fields Iron Ore and Petroleum Strategy Guinea Guinea Tanzania3 ($, constant Per cent 2011 GDP ($, constant Per cent 2011 GDP Beyond exports reserves including 30 billion tons in South Furthermore, internal markets are 2011 dollars) 2011 dollars) Investing in sub-Saharan Africa is Africa and 23 billion tons in Mozambique. developing such that there is a beneficial about much more than commodities. multiplier effect from African resources 8% 30.7% 15.0% 1.6bn 3.5bn Nonetheless, the natural resource Between 2011 and 2013, more being put to use by Africans for Africans. Performance wealth of the region cannot be overstated. hydrocarbons were discovered in East In terms of oil, we are following the price Close to 90% of the world’s production Africa than anywhere else in the world. movements closely. While falling prices Bauxite Iron Ore Gas, Gold and Nickel of platinum group metals (PGMs) comes Several countries are in the process of will certainly impact the economies and from mines in South Africa, Zimbabwe and securing funding to build oil refineries over government budgets of oil exporting Russia. A recent United States Geological the next 5-10 years to meet the growing countries, oil importing nations are likely Survey put South Africa’s gold reserves energy demand in the region. to benefit as can be seen in the following 1. Sources: Raw Materials Data, IntierraRMG, 2013, at about 6,000 tons – more than 10% of two charts which express the amount Democratic Republic of Congo Mozambique World Bank, Africa Pulse October 2012, Volume 6, IMF, Fiscal Regimes for Extractive Industries: the world’s recoverable resources. Ghana Of particular importance, however, is that that net importers will spend on oil, or the ($, constant Per cent 2011 GDP Design and Implementation, 2012, US Geological Governance has a further 1,400 tons of reserves. commodity value addition is increasingly revenue that net oil exporters will receive, 2011 dollars) Survey, Mineral commodity summaries 2013. happening within sub-Saharan Africa itself expressed as a share of the country’s 2. Estimates are intended to show order of magnitude. The continent has globally significant rather than abroad. Sub-Saharan Africa GDP assuming different oil prices. Revenue projections are highly sensitive to 53% 21% 27.3% 3.5bn assumptions about prices, phasing of production, quantities of oil and copper, uranium and value-added on manufactured products and underlying production and capital costs. diamonds, and is believed to be sitting on increased by a CAGR of 8.3% from 3. Data represents annual revenue at peak production. some of the world’s biggest untapped coal 2000 to 2011 (CAGR of 10.5% ex-SA). Cobalt Industrial Diamonds Gas and Coal Financial statements Costs and benefits Spending by importers1 Namibia and Niger Botswana Oil-dependent economies are hurting because of sinking oil prices, but in 6.3% Tanzania the short term, cheaper oil is a boon 3.7% for new producers still importing 16% 22% most of their energy. 6.2% Additional information Mozambique 3.7% Uranium Diamonds 6.0% Kenya 3.6% 4.8% Brent crude, price per barrel South Africa 2.8% South Africa Estimated annual export revenues $108.56 Revenue for exporters1 77% 46% Nigeria oil exports $57.10 100bn 2.7% Ghana Platinum Chromite 50-day average 1 April 2015 $ 1.6% in June 2014 15.7% Nigeria 9.3% 21% 56.0% Angola 33.1% Manganese Angola oil exports Sources: Rhodium Group; US Energy Information 70bn Administration; International Monetary Fund. 1. The amount that net importers will spend on oil, Brent crude, price per barrel or the revenue that net oil exporters will reap, $ At $108.56 (50-day average in June 2014) At $57.10 (on 1 April 2015) expressed as a share of the country’s GDP. 28 Annual Report 2014 29 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited
Overview It is Atlas Mara’s 08. Automated teller machines (ATMs) in SSA1 Forecast growth of internet users in SSA 2 intention to be at the forefront of innovation and technology. Technology Why Africa? 167m Mobile penetration in sub-Saharan Africa has been Technology is an area in which Atlas Mara 129 ATMs 465 ATMs Strategy is spending significant time and effort. growing by 36% a year, on average, since 2000, As McKinsey & Co. recently noted, PER 100,000 ADULTS PER 100,000 ADULTS outperforming the 19% annual growth recorded in “Revenues and profits will migrate at scale toward banks that successfully use digital 2004 2012 the East Asia Pacific region. Sub-Saharan African technologies to automate processes, 2012 mobile subscriptions stood at just 11 million in create new products, improve regulatory compliance, transform the experiences Mobile phone penetration in SSA 1 2000 and reached 618 million in 2013. of their customers and disrupt key Performance components of the value chain.” The leapfrog continues A growing demographic of technologically- The number of internet users in sub-Saharan literate young people is creating a wave Africa also grew at a 23% CAGR between of innovative solutions that are not just Sub-Saharan Africa is 2000 and 2013, and is forecast to reach 600 million by 2025 from 167 million in 2012. Africa-specific, but can be exported to many other markets. Beyond M-Pesa creating world-leading th rate of 36% 600m r ow As a result of not having to maintain (which was developed in Kenya) there is a host of other initiatives that will positively technologies, particularly ra ge y ea rly g Ave in credit analysis, Governance legacy business models and systems, disrupt “business as usual”. In our view, the adoption of technology in the region is revolutionising the way companies, with 70% mobile penetration but only 20% formal financial inclusion, there is payments and mobile 618m particularly banks, operate. What is an arbitrage opportunity generated where money transfer. especially exciting is the home-grown creative solutions can achieve the goal nature of many of the technologies and of “doing well, while doing good.” 11m applications that are being developed. 2000 2013 2025 Financial statements Mobile technology use1 Growth in the number of internet users in SSA1 Technology is an area % age 15+ in which Atlas Mara is 23% 15 14.56 12 11.18 spending significant time and effort. Additional information 9 6 CAGR 2.97 2.70 2.51 2.35 3.00 3 1.31 1.21 1.04 1.78 1.85 1.33 2.05 1.91 0.81 0.99 0.78 1. Source: World Bank, World Development East Asia Europe and Latin America Middle East South Asia Sub-Saharan Indicators Database. and Pacific Central Asia and Caribbean and North Africa Africa 2. Source: McKinsey & Co., Lions go digital, 2000 2013 November 2013. Mobile phone used to pay bills Mobile phone used to receive money Mobile phone used to send money Mobile subscriptions1 Mobile Internet users worldwide1 Internet usage in SSA1 Mobile subscription as bn subscription % of total per 100 people per 100 people 2.5 (m) population 80 20 2000 2013 2000 2013 CAGR 70 2.0 60 15 East Asia 50 1.5 Pacific 235 2,237 11.5 99.5 19% 40 10 1.0 Sub- 30 0.5 Saharan 20 5 Africa 11 618 1.7 65.9 36% 10 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 ’00 ’01 ’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 ’13 European East Asia Middle East Europe and Sub-Saharan European East Asia Middle East Sub-Saharan Union and Pacific and North Africa Central Asia Africa (all Union and Pacific and North Africa Africa (all income levels) (all income levels) (all income levels) income levels) (all income levels) (all income levels) (all income levels) 30 Annual Report 2014 31 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited
Strategy Overview 09. The Atlas Mara opportunity 34 Chairman’s letter Why Africa? 38 Chief Executive Officer’s letter Sub-Saharan Africa’s financial sectors mature-market-based banker. However, are leading to a retrenchment by, 40 Business model present tremendous opportunities. The despite these statistics, it is interesting particularly, European players. 42 Strategy and key performance indicators combination of strong projected GDP to note that sub-Saharan African banks’ 46 Relationships and responsibilities growth and low rates of financial inclusion average cost to income ratios rank among Given the information provided above, (the African Development Bank estimates the highest in the world – which represents we hope you can appreciate why we 50 Principal risks that SSA has the lowest deposit institution a substantial opportunity. believe so firmly in sub-Saharan Africa’s Strategy in the world, standing at 16.6%, on promise. There are fundamental drivers average) underpin projections of robust, Despite these fundamentals, sub-Saharan of growth that are practically impossible sustainable growth in banking revenues, Africa is not being inundated with to reverse. The macroeconomic prospects which is highlighted by the charts below. expansionary capital from well-established, remain robust, despite challenges in multi-national financial institutions. On selected markets. Additionally, the snapshot of the current the contrary, we are seeing the reverse. countries of operation of Atlas Mara Lacklustre growth in many mature markets There is an opportunity to deploy existing illustrating the recent GDP growth, is requiring an enhanced focus on domestic and emerging technologies and to effect Performance loan-to-deposit ratios, net interest margins operations. The constraints associated with positive change on the continent by and returns on equity recorded in these the implementation of Basel III and rapidly accelerating the pace of financial inclusion. countries are likely to be the envy of any increasing costs of regulatory compliance At a time when many international financial institutions are retreating from Forecast formally banked population in SSA sub-Saharan Africa, Atlas Mara is m % investing. We are investing in attractive 380 markets. We are investing to create market Governance 400 60 304 340 leaders. And we are investing in talent. 300 272 45 218 243 174 195 We believe that as economies grow, 200 140 156 30 100 15 trade expands, and a vibrant middle class emerges, an innovation-driven, 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 customer-focused, well-managed and well-governed, multi-country financial Banked population % banked institution like Atlas Mara will be able to Financial statements Source: Finscope; EFinA; World Bank Findex; US Census Bureau International Program reward its shareholders with attractive returns while contributing meaningfully to the communities in which it operates. SSA banking revenue CAGR (%) 2013A-2016E (selected countries) The Atlas Mara team has accomplished % a tremendous amount during the past 16 25 25 months. We have no doubt that 2015 will 20 20 18 be equally eventful as we continue to build Additional information 15 14 12 15 sub-Saharan Africa’s premier financial 10 7 6 services group. 5 Thank you for joining us on this journey. Zambia Mozambique Ghana Kenya Nigeria Botswana South Africa Mauritius SSA excl. SA 16% SSA incl. SA 13% Source: Annual financial statements, Morgan Stanley, BankScope Macro review of current Atlas Mara countries Household Loan to Total banking Loan to Return on Net interest Population GDP GDP growth expenditure GDP ratio assets deposit equity margin (m)1 ($bn) (%) ($) (%)2 ($bn)3 (%)3 (%)4 (%)3 Botswana 2.0 14.8 5.8 3,988 32.7 7.3 81.4 30.4 7.2 Mozambique 25.8 15.6 7.4 309.7 33.8 8.9 82.6 19.8 6.2 Nigeria 173.6 521.8 5.4 698.7 13.8 154.6 82.4 17.6 7.8 Rwanda 11.8 7.5 4.7 316.5 n/a n/a n/a 18.8 10.4 Tanzania 49.3 33.2 7.0 312.0 20.2 13.5 77.3 19.5 8.9 Zambia 14.5 26.8 6.7 n/a 13.7 7.5 74.4 21.1 8.9 Zimbabwe 14.2 13.5 4.5 634.6 27.5 6.0 78.3 21.1 8.9 1. Source: World Bank, World Development Indicators Database. 2. Source: BMI Research, http://store.businessmonitor.com/africa. 3. Source: Ibid. 4. Source: Bankscope, Bureau van Dijk Electronic Publishing GmbH, 2013 data. 32 Annual Report 2014 33 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited
Chairman’s letter Overview To invest As Chairman of Atlas Mara, I am pleased to introduce While selected headwinds exist, we are confident that average Why Africa? our first Annual Report. growth across our asset base – not to mention the countries that we are evaluating for expansion – will meaningfully exceed Our first 16 months have been remarkable. We have raised that in mature markets and will continue to provide a supportive in Africa, $625 million of equity capital and successfully completed four backdrop for financial services. transactions. As a result, we have established a company with operations or investments in seven sub-Saharan African Banking in Africa countries, and effected the transition of Atlas Mara from The fundamental drivers underpinning various countries’ invest in a concept into a fully-fledged operating company. At the growth – demographics, urbanisation, an expanding middle Strategy same time, we have successfully recruited a team of talented class, technology-driven leap-frogging – have ensured that professionals and Board members, who share our belief in the banking markets in sub-Saharan Africa have continued to opportunity to create sub-Saharan Africa’s premier financial experience a period of robust growth. This is particularly true institution and have the passion, experience and drive to in West Africa (notably Ghana and Nigeria), East Africa and Atlas Mara. execute our strategy. selected southern African markets, such as Mozambique. The combination of strong GDP growth, low rates of financial As a number of multi-national financial institutions have been inclusion, high rates of mobile phone penetration and innovation scaling back their operations in sub-Saharan Africa, we have in mobile banking services, mean that financial services in Performance seen an increase in cross-border M&A activity among financial sub-Saharan Africa remain an attractive investment. Arnold Ekpe institutions in the region, as well as in-market consolidation. Chairman We believe we have played a role in catalysing these trends Focus on corporate governance and that we will also benefit from them, as we continue Achieving Atlas Mara’s vision in sub-Saharan Africa requires to build an extensive pipeline of attractive opportunities. that we attract and retain the best management talent in the industry and establish effective corporate governance Banking on Africa frameworks, which can serve as a model in the region. Our CEO, In October 2014, before the marked decline in oil prices, the John Vitalo, will touch on the significant progress we have made Governance International Monetary Fund (“IMF”) wrote: “The region’s economy during the past several months in expanding our executive team. is expected to continue growing at a fast clip, expanding by about 5% in 2014 and 5.75% in 2015”. The IMF also said that I am fortunate to work with a committed and highly professional the lion’s share of the region’s economies continue to experience Board of Directors. We have an exceptionally well-qualified and solid growth driven by infrastructure investment, buoyant service engaged Board, with members having experience at the highest sectors and strong agricultural production. It also noted that levels of banking and industry, in Africa and beyond. The Board’s recent national accounts data depict economies that are ranks were increased in January 2015 to include Funke Opeke, significantly more diversified than previously thought, with Amadou Raimi and Eduardo Mondlane, Jr. as Independent Financial statements a larger role played by the services sector. This is particularly Non-Executive Directors. Funke’s knowledge of technology the case in Nigeria, where the service sector almost doubled and telecoms will be invaluable, given our focus on providing its share of the economy, following a rebasing of the GDP. innovative solutions to IT and retail mobile banking in Africa. Amadou’s audit experience will ensure that we maintain strong While Atlas Mara shares the IMF’s optimism, we have no doubt systems and controls and the Board and Company will benefit that current oil price levels will have a negative impact on the from Eduardo’s extensive experience advising companies on oil-exporting economies of sub-Saharan Africa, most notably successfully growing and operating throughout sub-Saharan Nigeria, which has recently trimmed its 2014 GDP growth Africa, particularly in financial services. Additional information estimate from 6.4% to 5.5%. However, while oil revenues for Nigeria could decline, on an annualised basis, from approximately Although our Company is only 16 months old, the evolution 15% of GDP to approximately 9% (holding all other variables and cementing of our corporate governance principles have constant), oil importing countries stand to benefit. The cost of been rapid. For Atlas Mara, corporate governance is not a oil imports in countries such as Tanzania and Mozambique qualifier, but a differentiator. I refer further to where we stand, could fall from approximately 6% of GDP to less than 4% and where we are heading, in the Governance section of this (once again, holding all other variables constant). report on pages 60 to 89. We are also closely watching global and regional geopolitical events, such as the impact of the expected normalisation of monetary policy in the United States and the growth prospects of China and India with the related impact on commodity prices in each of the markets in which we operate. 34 Annual Report 2014 35 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited
Chairman’s letter Since our incorporation in late Overview continued November 2013, we have been actively building the Company. 2013 Financial results and dividends Why Africa? December $325m During the period from incorporation until 31 December 2014, the Company incurred a loss of $63.1 million due to a combination of factors. These included the consolidation of our acquisitions, costs associated with our establishment and early operations, and unusually high levels of impairments in our southern African operations, most notably Zimbabwe. On an adjusted pro forma basis, excluding various non-recurring items In December 2013, we listed on the main and including our acquisitions on a full year basis, we reported a market of the London Stock Exchange Strategy profit of $7.2 million. However, these results are not representative of the potential of our existing, or intended, asset base. raising $325 million. As a result of both the loss referenced above and our well- 2014 elaborated growth strategy, the Directors do not recommend May $300m the payment of a dividend in respect of the period ended 31 December 2014. Performance Acknowledgements I would like to thank our shareholders for their support, encouragement and candour during the past 16 months; and our co-founders, Bob and Ashish, my other fellow Board In May 2014, we launched a $300 million members and the Atlas Mara management team for the significant strides that they have made in executing our vision. Private Placement which was completed in August when we re-listed. I would also like to thank the boards of directors, management Governance teams and employees of our subsidiary banks, as well as our August 98.7% customers, for trusting us as stewards and providers of capital and financial services. Finally, I would like to acknowledge the regulators in the markets in which we operate with whom we look forward to constructive relationships. It is our intention to be a model corporate citizen. In August 2014, we acquired 95.8% of Financial statements Outlook BancABC and subsequently increased I believe firmly in the Company’s strategy of being a “positive our stake by way of mandatory offers disruptive force” in sub-Saharan African financial services, and in Botswana and Zimbabwe. am excited by our prospects. I have been working for more than three decades in African banking and rarely have I seen an October 100% environment as we have now. I believe that Atlas Mara’s strategy is the right one to make the most of it. I remain confident in Additional information the outlook for the Company, given the solid platform being established following the acquisitions undertaken to date, the high-quality leadership team that we have been able to attract, and the business model that has been established to drive the Company’s audacious goals. In October 2014, we acquired BRD Commercial. Arnold Ekpe December 21% Chairman In December we acquired 21% of Union Bank of Nigeria plc increasing our combined direct and indirect stake to approximately 30%. These acquisitions and capital raisings have created an attractive platform upon which Atlas Mara intends to build, both organically and through further acquisitions. 36 Annual Report 2014 37 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited
Chief Executive Officer’s letter Overview To help deliver I joined as Atlas Mara’s CEO in July 2014. During my To execute our strategy, we have to have the right people, Why Africa? relatively short tenure, I have enjoyed an extraordinary nine and I am delighted to report that our ability to attract talent has months leading a business that has set a number of bold exceeded my high expectations. In addition to Arina McDonald, goals and is pursuing a strategy of “positive disruption”. our CFO (formerly at Standard Bank), and Richard Muller, our our strategy, Head of Integration (previously with Barclays), we announced We have achieved a number of important milestones since in January 2015, the hiring of Beatrice Hamza Bassey as our our IPO in December 2013. We have closed several of – what General Counsel. She was formerly head of the Africa practice I refer to as – our “establishing acquisitions”; we have made at Hughes Hubbard in New York and is a specialist in compliance. we have attracted substantial progress in hiring a talented executive team; we have Even more recently, we have brought on board Tarek Rouchdy Strategy immersed ourselves in enhancing our operations; and we have as our Internal Auditor. Tarek was previously Auditor General at identified a number of additional acquisition opportunities. It has the African Development Bank. While selected roles still remain been a strong start and the way forward is clear. to be filled, the establishment of a high-calibre executive team is substantially complete. the right people. Our over-arching goal is to become sub-Saharan Africa’s premier financial services institution. For Atlas Mara, “premier” does not In terms of our financial performance, 2014 was a transition mean the biggest. year. Due to the fact that our major operating acquisition to date, BancABC, closed in late August 2014, our consolidated financial Performance It means being recognised as the best at what we do. It means results for the period ending 31 December 2014 reflect only John F. Vitalo being a top five player in the markets in which we choose to four months of underlying business operations, but 13 months Chief Executive Officer operate. It means being a model corporate citizen, maintaining of operating expenses, as well as one-off start-up and transaction strong and transparent relationships with the regulators in the costs. In this report, we have provided pro forma information markets in which we operate, and contributing to the in order to establish a base-line for future comparison and communities in which we work. to establish the reporting framework and key performance indicators by which we intend to manage our growing base of It means being a “partner of choice” for institutions seeking a operations – and to be measured. As we continue to execute Governance strategic acquirer/partner, for shareholders seeking to invest in our strategy, we are focused on delivering improved financial the growth in sub-Saharan financial services and, critically, for our performance across the Group, with candid reporting. customers – the domestic and regional corporate “champions”, small- and medium-sized entities (SMEs) and retail customers In closing, I would like to thank the co-founders, the other who require, and deserve, access to innovative banking services members of the Atlas Mara Board and executive team, the and excellent customer service. And finally, it means delivering management and employees of our subsidiary banks, and, financial performance superior to our peers. critically, the regulators in the markets in which we operate, customers and shareholders. I look forward to reporting on Financial statements Achieving our goals should deliver attractive returns to all the next steps in our journey. of our stakeholders. Our business model is straightforward. It can be summarised John F. Vitalo in three words: buy, protect and grow. It is an approach that Chief Executive Officer involves the acquisition and nurturing of assets so that the whole becomes greater than the sum of the parts. What this means in practice is described elsewhere in the report, but I want to Additional information emphasise that we are not waiting for one phase to end before the next begins. Each facet of our business model is being implemented simultaneously across the Group to ensure that we achieve our objectives. 38 Annual Report 2014 39 Annual Report 2014 Atlas Mara Limited Atlas Mara Limited
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