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UGANDA SECURITIES EXCHANGE LIMITED

UAP Nakawa Business Park, Plot 3-5, New Port BellRoad, Block A, 4th Floor. P. O. Box 23552, Kampala.Telephone: 0312 (370 815 | 370 817 | 370 818)Email: [email protected]. Website : www.use.or.ug

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Disclaimer:

The information provided in this booklet is for educational purposes and does not constitute financial

product advice. You should obtain independent advice from a licensed investment adviser before making

any financial decisions. Although the Uganda Securities Exchange (USE) has made every effort to ensure the

accuracy of the information as at the date of publication, USE does not give any warranty or representation

as to the accuracy, reliability or completeness of the information. To the extent permitted by law, USE and its

employees, officers and contractors shall not be liable for any loss or damage arising in any way (including

by way of negligence) from or in connection with any information provided or omitted or from any one acting

or refraining to act in reliance on this information.

• Go to the Easy Portal web page, scd.use.or.ug• Select create an Account• Read terms, select accept and continue• Insert your SCD Account Number and the email address used when opening your SCD account. Click continue.• A password will be sent to your email.• Log into your email and retrieve your one-time password. (Note; for some email providers please check junk/spam) Visit the link to easy portal http://scd.use.or.ug

• Use the password and other details as prompted to log in• You have to set a new password to continue.• You will be prompted to log in afresh with the new password.

• Go to the Easy Portal web page, scd.use.or.ug• Select “Reset” your password• Select accept and continue• Insert your SCD Account Number and the email address used when opening your SCD account. Click continue.• A password will be sent to your email.• Log into your email and retrieve your one-time password. (Note; for some email providers please check junk/spam) Visit the link to easy portal http://scd.use.or.ug

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UGANDA SECURITIES EXCHANGE LIMITED

UAP Nakawa Business Park, Plot 3-5, New Port BellRoad, Block A, 4th Floor. P. O. Box 23552, Kampala.Telephone: 0312 (370 815 | 370 817 | 370 818)Email: [email protected]. Website : www.use.or.ug 3

About the USE

USE: Empowering growth and

that promote safe, convenient and sustainable investments

- company

- you?

Why list on USE

USE

listed - - Talk to CMA and USE

- Lodging the Prospectus- - The IPO Period- Admission

Maximising the success of your

- - Ensuring the integrity of the market- Corporate Governance

CONTENTS

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LISTING PROFILE: The key to growth and creation of shareholder valueUGANDA SECURITIES EXCHANGE

ABBREVIATIONSIPO Initial Public Offer(ing)

GEMS Growth Enterprises Market Segment

MIMS Main Investment Market Segment

USE Uganda Securities Exchange

CMA Capital Market Authority

FISMS Fixed Interest Securities Market Segment

SME Small and Medium Enterprises

ISIN International Securities Identification Number

INTRODUCTORY REMARKS

One of the key functions of a stock exchange is to bring together in a centralised market place investors who provide capital and companies that require capital: The USE facilitates this capital formation process by providing a well organized, transparent and well regulated secondary trading market.

All the companies that have chosen to list on the USE have greatly benefited by moving from a private to a public listed company and have seen their market value increase substantially over time, generating thereby very attractive returns both to the original as well as to the new shareholders.

This booklet has been designed to:

• Provide time-series statistics to highlight the value-creation role played by the USE since its inception in 1997

• Explain how a listing on the USE can enable your company to leverage-off a well - organised market to create value for your shareholders

• Provide guidance on how to take your first steps towards becoming a USE listed company

• Provide you with an overview of the listing process which involves:– Appointment of advisers– Talking to USE– Preparing and lodging Listing

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LISTING PROFILE: The key to growth and creation of shareholder value UGANDA SECURITIES EXCHANGE

Particulars; and– Admission on USE

• Outline the requirements in the pre and post listing stages for your company.

Benefits of a listing on the USE can include:

• The possibility of an increase in the market value of your company

• Access to wider pool of funds to finance future growth

• Exposure to retail and institutional investors, both domestic and international

• Enhancement of your company’s profile and ability to attract quality executives and directors

• The potential to achieve a higher price for your company than you may achieve from a private sale

ABOUT THE USE

The Uganda Securities Exchange (USE) was licensed to operate as an approved Stock Exchange in June 1997 by the Capital Markets Authority of Uganda and began formal trading operations in January 1998.

The Exchange is governed by a Governing Council whose membership includes licensed

broker/ dealer firms, investment advisors, a representative of investors and a representative of issuers. Trading on the exchange is facilitated by 8 licensed broker firms and 4 custodians.

There are 16 listed companies, with a total market capitalization of approximately Ushs 20 trillion (US$ 5.7 billion).

OUR OPERATIONAL MARKET SEGMENTS

The Uganda Securities Exchange currently operates through 3 market segments i.e:

1. The Main Investment Market Segment (MIMS)

The MIMS is the main market for established and large companies looking to raise funding. The eligibility criterion on this segment is stringent. Companies on this segment must have a minimum

share capital of Ush. 1 billion and net assets of Ush. 2 billion.The Main Investment Market Segment of the USE currently has 16 listed equities comprising of 8 Locally Listed equities;

The Main Investment Market Segment of the USE currently has 16 listed equities comprising of 8 Locally Listed equities;

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LISTING PROFILE: The key to growth and creation of shareholder valueUGANDA SECURITIES EXCHANGE

Code ISIN Company

BATU UG0000000022 British American Tobacco Uganda

BOBU UG0000000055 Bank of Baroda Uganda

DFCU UG0000000147 Development Finance Company of Uganda Ltd

NVL UG0000000162 New Vision Printing & Publishing Company Ltd

SBU UG0000000386 Stanbic Bank Uganda

NIC UG0000000758 National Insurance Corporation

UCL UG0000000014 Uganda Clays Limited

UMEME UG0000001145 Umeme Limited

It also has 8 Equity Securities which are cross listed from the Nairobi Securities Exchange (Kenya) as below:

Code ISIN Company

EBL KE0000000554 Equity Bank Limited

KCB KE0000000315 Kenya Commercial Bank Group

EABL KE0009081092 East African Breweries Limited

JHL KE0000000273 Jubilee Holdings Limited

KA KE0009081084 Kenya Airways

NMG KE0000000380 Nation Media Group

CENT KE0000000265 Centum Investment Company Ltd

UCHM KE0000000489 Uchumi Supermarkets Limited

2. The Fixed Income Securities Market Segment (FISMS)

It was introduced as a platform for fixed income securities. It aims at providing a separate independent market for companies wishing to raise financing through issuance and listing of fixed income securities such as treasury bonds, corporate bonds, preference shares and debenture stocks. It also provides the market for investors wishing to trade the above securities at the exchange. The segment also

lists other short-term financial instruments such as treasury bills and commercial papers.

The Fixed Income Market Segment currently 6 corporate bonds and 39 Government of Uganda Treasury Bonds listed.

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LISTING PROFILE: The key to growth and creation of shareholder value UGANDA SECURITIES EXCHANGE

3. The Growth Enterprises Market Segment (GEMS)

The Uganda Securities Exchange launched the Growth Enterprise Market Segment (GEMS) in recognition of the fundamental role of “Small and Medium Sized Enterprises” (SMEs) as a major driver of our Uganda’s economy and ultimately the overall financial system of Uganda. The GEMS

platform enables SMEs to raise substantial initial and ongoing capital, while benefiting from increased profile and liquidity within a regulatory environment designed specifically to meet their needs. The eligibility criteria for raising financing through the GEMS are significantly less stringent compared to those on the main investment market segment above.

Performance of listed companies from date of listing

The individual companies’ capital gains from their respective dates of listing is shown in the table below:

Company üüüüüüü Number of shares as at 31 December

2016

Market Value of the Company at

IPO (Ushs)

Market Value of Company at 31 December 2016

(Ushs)

Capital Gains as at 31 December

2016

1 Uganda Clays Limited (UCL) January 18, 2000 900,000,000 20,000,000,000 9,900,000,000 -50.50%2 Umeme Limited (UMEM) November 30, 2012 1,623,878,005 397,850,111,225 795,700,222,450 100.00%3 DFCU Limited (DFCU) October 14, 2004 497,201,822 45,742,567,670 382,845,402,940 736.96%4 BAT Uganda Limited (BATU) June 28, 2000 49,080,000 49,080,000,000 1,472,400,000,000 2900.00%5 Bank of Baroda Uganda (BOBU) September 2, 2002 2,500,000,000 240,000,000,000 310,000,000,000 29.17%6 New Vision Limited (NVL) December 16, 2004 77,500,000 10,200,000,000 42,237,500,000 314.09%7 NIC Holdings Limited (NIC) March 25, 2010 1,415,541,942 18,174,600,000 16,986,503,304 -6.54%8 Stanbic Bank Limited (SBU) January 25, 2006 51,188,668,700 358,320,680,900 1,279,716,717,500 257.14%

Total Market Capitalization (Local) 1,139,367,959,795 4,309,786,346,194 278.26%

Source: USE Products & Markets Dept

On the Main Investment Market Segment for Equities, the annualised return based on the total market capitalization of the local listed companies from the

year of the first listing in 2000 was 16%. Note that this return excludes cumulative dividends paid by the companies on annual basis.

During the same time frame, the capital gains return to shareholders of the various companies ranged from 29.17% to 2,900%. Of all the listed companies, only 2 experienced declines in market

capitalization. The above figures indicate that the earnings growth experienced by many of the listed companies since their date of listing on the USE has translated into meaningful value gains on the Stock Exchange, generating attractive risk adjusted returns for shareholders of these companies.

What advantages does listing offer you?

The numerous potential advantages that a listing can confer to a company are well documented and can be summarized as follows:

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LISTING PROFILE: The key to growth and creation of shareholder valueUGANDA SECURITIES EXCHANGE

Enhancing the market value of your business:Companies listed on a Stock Exchange are typically worth more than similar companies that are privately held. The increased transparency that results from a listing, coupled with the compliance with listing rules, reduces the uncertainty around performance and hence increases the value of a business. In addition, investors are willing to pay a premium for liquidity: the ability to easily buy or sell shares.

Private companies have limited or no liquidity in most cases. The liquidity premium varies over time and economic conditions, but a reasonable estimate would be in the 30 per cent range. This means that if two identical companies exist, one listed and the other not, the listed company will typically be valued approximately 30 per cent more than the private company in the marketplace by investors.

Daily liquidity means that insiders know the value of their holdings more readily and accurately. This should constitute a powerful incentive for private companies to consider going public via a listing.Access to capital and future financing opportunitiesGoing public provides your company with equity financing opportunities to grow your business – from expansion of operations to acquisitions. The issuance of public shares will expand your investor base and will help set the stage

for secondary equity financings, including private placements. Moreover, listed issuers often tend to receive more favorable borrowing terms from financial institutions.

Increased visibility and prestigeGoing public enhances your company’s visibility. Greater public awareness gained through media coverage, publicly filed documents and coverage of your stock by investment analysts can provide your company with greater profile and credibility. Ultimately this will result in a more diversified group of investors following your company, which may increase demand of your company’s shares and thus increase its value.Institutional investmentListed companies are able to attract professional or institutional investment as a result of the increased transparency (availability of information) and trading liquidity (ability to buy and sell shares, ease of entry and exit) of a public listing. Depending on the nature of the investing institution, this can bring with it increased business credibility, stability and wider business networks. Having institutional shareholders may also increase the certainty of capital supply should you need additional capital in the future.

Liquidity for shareholdersBecoming a public company establishes a market for your company’s shares, providing your investors with a well organized,

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LISTING PROFILE: The key to growth and creation of shareholder value UGANDA SECURITIES EXCHANGE

transparent and regulated vehicle in which to trade their own shares. Greater liquidity in the public market can lead to better valuation than would be seen through private transactions.

Greater efficiencyThe requirement for more rigorous disclosure tends to lend itself to better systems and controls, improved management information, and greater operating efficiency of the business as a whole.

Create employee incentive mechanismsYour employees can participate in the ownership of your company and benefit from being a shareholder. Stock options and employee share purchase programs are a good mechanism for compensating your employees. Share options in a public company have an immediate and tangible value to employees especially as a recruitment incentive.

WHY LIST ON USE?

Access to an organized, transparent and regulated market with a history of strong and consistent performance

The USE has witnessed a major overhaul of its operational, technological and regulatory infrastructure since its inception in 1997. It operates in line with international standards. Choosing to list your company on the USE will potentially provide you with a host of advantages, including access to an organized, transparent and regulated market with a history of strong and consistent performance. The USE’s trading platform also offers both local and foreign companies the possibility to list and trade their securities in local currency. The flexibility of our trading and clearing platform gives the USE a competitive edge and positions the USE as an attractive Exchange for international investors.

Other potential advantages include:

Growing share ownership baseThe success of your capital raising depends on the ability to generate investor interest and to gain the necessary spread of shareholders. The USE is gradually forging its way in the development of a share ownership culture, in Uganda while simultaneously reaching out to international investors. More than 25,000 investors already hold shares in companies listed on the Main Investment Market Segment.

Our target is to reach the 250,000 shareholder level by 2020.

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LISTING PROFILE: The key to growth and creation of shareholder valueUGANDA SECURITIES EXCHANGE

Reaching out to international investorsAs one of the leading frontier African markets, the USE is able to attract international investors. Over 90 per cent of the USE’s daily turnover is currently accounted for by international investors; access to these investors can improve the profile and demand for your company’s stock and provide you with a globally-based valuation.

Strong long-term growthThe USE has experienced strong, long-term growth in many of the key indicators of market quality and size. Over the last five years:

• Market turnover, a measure of trading activity on the MIMS, has grown more than four-fold

• Market capitalisation (value of listed companies on the Main Investment Market Segment) has increased three-fold.

World class market technologyThe USE’s markets are driven by leading edge electronic trading, settlement and depository systems. USE is one of the few African exchanges to provide an integrated trading infrastructure which operates in line with international standards.

CONSIDERATIONS FOR GETTING LISTED ON USE

Listing your company on USE constitutes an important strategic decision and requires the directors and managers to gauge the organisation’s preparedness for listing by thoroughly addressing the following key considerations:

• What are the organisations long-term goals and strategies?

• Is there a well-developed plan that identifies potential revenue, income and necessary resources to sustain success?

• Is the management team experienced and balanced with sufficient directors and senior executives with a proven track record of successful management?

• Are directors and senior

managers prepared for greater disclosure, accountability and transparency after listing?

• Is the organisation’s culture ready for listing?

• Are the key management positions filled and are strategies in place to retain key employees and key customers?

• Are the operational, financial and management information systems sufficiently robust for a listed company?

• Is the market size for the company’s product or service sufficient to attract broad investor interest?

• Is your company profitable or has its product reach commercialization with

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LISTING PROFILE: The key to growth and creation of shareholder value UGANDA SECURITIES EXCHANGE

evidence of market acceptance?

• Is the timing right for a listing, in terms of both the business and of market conditions?

• Do you understand what investors and the market expect and require from you?

• Are you ready to open your company to the discipline of the capital market?

Your answers to the above questions will help you address the following key considerations before you begin the listing process:

Appointment of AdvisersProfessional advisers can play a major role in making your company’s listing a success. They can assist you in the preparation of the admission documents including, but not limited to legal, accounting, valuation or due diligence. Most companies start with their existing accounting firms or their financial / legal advisers who may possess the necessary skills and expertise to advise on the admission process.

Structural ChangesA listing may warrant a number of important changes to the board, the operations of the business, the corporate structure or your company’s constitution with a view to optimizing the benefits from your listing. Any acquisitions,

divestments, and recruitment of new directors or senior management should be completed prior to listing.

Cultural ChangesListing entails a significant change to the culture of an organisation, and needs to be supported by an appropriate culture change programme where employees and key management personnel are trained to adjust to the behavioural norms of a listed company. Key management personnel of a listed company should amongst other responsibilities, understand the need to make prompt announcements of material information to the market.

ValuationStriking the appropriate market value of your business is central to the success of a listing. If funds are to be raised,

The pricing of the shares to be issued should be sufficiently attractive from an investors’ perspective without unduly penalizing existing shareholders’ from a dilution standpoint. Also, the value of the business might be affected by any corporate restructuring and board appointments made in the run up to listing. It is advisable early in the process for you and your advisers to undertake some basic financial analysis to come up with a realistic but attractive valuation of your company.

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LISTING PROFILE: The key to growth and creation of shareholder valueUGANDA SECURITIES EXCHANGE

THE LISTING PROCESS – STEPS TO GETTING LISTEDThe timetable for listing, from the time you make the decision to list to the actual listing is influenced by a number of variables such as the vibrancy of the market conditions, the readiness of investors to invest in your company’s shares, the complexity and size of the transaction, how quickly the listing documentation can be prepared and how quickly funds are received from investors. The time taken to list can range from three months to a year, with six months being typical.

What’s involved?The importance of well preparing the run-up period to listing should not be underestimated. Detailed preparatory work undertaken by management prior to appointing advisers may save a significant amount of time and money.

Pre IPO structuring matters for consideration include a review of the board composition, determining the ideal legal structure for the float and identifying the businesses within the group that will be included or not included.

STEP 1

Appoint and consult with advisers:Underwriters, stockbrokersInvestment AdvisersReporting AccountantsLawyersAny other Experts

STEP 2Talk to USE and CMAPreliminary stages – guidance on general IPO processAdvanced stages – guidance on USE Listing Rules

STEP 3

Preparation of Prospectus/Listing particularsDetailed company examination carried out by: Management,Company directorsAppointed advisersUnderwriters

STEP 4 Lodge prospectus CMA and information memorandum with USE & Apply to list

STEP 5 Listing application reviewed by Business Conduct Committee and conditional approval granted by the USE

STEP 6 IPO period(Average of 6 to 8 weeks)

STEP 7 Admission to USE MIMS or GEMS(Subject to successful capital raising & other conditions)

STEP 8 Commence tradingOfficial quotation of the Company’s securities

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LISTING PROFILE: The key to growth and creation of shareholder value UGANDA SECURITIES EXCHANGE

MAXIMISING THE SUCCESS OF YOUR LISTINGOnce your application for listing had been considered and conditionally approved by the Business Conduct/Listings Committee of the USE, there are a number of initiatives that you need to undertake to sensitize potential investors about your listing. Initiatives you may wish to pursue include:

AdvertisingThis may take the form of Press Conferences and advertising in appropriate magazines to increase awareness of your listing and convey key messages about its benefits. However it is important to bear in mind that the Capital Markets Authority Act places certain restrictions on pre & post prospectus advertising.

RoadshowsConsider visiting financial institutions to encourage investment in your company. Presentations to brokers or financial planners on the benefits and risks of investing in your company provide them with the opportunity to understand your business and consider the investment for their clients.

Broker distributionAll listings on the USE require the services of a stockbroker. Stockbrokers can significantly contribute to the success of the distribution of a company’s shares. Using the services of a broker can enhance the level of capital raised and spread of investors on your

register.

Broker websitesYou can request brokers to place information about your public offering on their websites, providing the listing with a new distribution channel at a relatively low cost. Brokers are often willing to do this as it offers their clients a new investment opportunity.

Other websitesThere are a number of websites that can be used in providing information on upcoming offerings on USE, including USE’s own website www.use.or.ug. Many such websites also have distribution lists to wide potential investor audiences advising them of upcoming listings. Having a presence on these websites can generate interest in your float from retail investors.

PressJournalists actively look for IPO stories. Providing story ideas and information about your listing can lead to newspaper and magazine coverage of your listing.

How USE informs the market about your listing

In addition to providing you with access to the capital market and subsequent trading in your stock, USE offers a number of complementary services designed to enhance the success of your listing pre and post listing day.

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LISTING PROFILE: The key to growth and creation of shareholder valueUGANDA SECURITIES EXCHANGE

The USE website offers extensive information to the investment community, including information about listed entities, announcements to the market, and other products and services. Listed companies can also benefit

from www.use.or.ug providing a direct link to their own websites to generate greater awareness of upcoming listings. USE’s trading system, provide live data feed on listed companies’ share prices, and volume traded etc.

OPERATING AS A LISTED COMPANYOperating as a listed company opens up new growth opportunities to your company, but also entails new obligations. As a listed company on one of the USE markets (MIMS, GEMS or FISMS) you will be able to enjoy the advantages currently available to 15 other USE - listed companies. Your ability to turn to the market for capital raising now gives you greater ability to fund future growth or acquisitions. Your company will have a higher profile in the media, the investment community; both in Uganda and overseas. Institutions will now be more likely to consider investing in your company, given the increased transparency and the ease of trading a USE listing brings.

To fully tap the potential that a listing presents, you will need to communicate to the market and promote yourself to the investment community on an ongoing basis and importantly listen to the messages the market is communicating to you. These messages can come via changes in your share price, as well as directly from events such as the Annual General Meeting (AGM) where shareholders have the opportunity to directly

communicate with you.

Investors are interested in a well run business with sound objectives; they are focused on what makes a good company when developing their investment portfolio. Characteristics of a ‘sound’ company generally include:

1. Balance sheet strength – ability to plan and fund long term capital expenditure and acquisitions

2. Management strength – good track record and vision to carry out the strategy

3. Product/service strength – growth potential over and above the economic cycle

4. Shareholder strength – diversity in shareholder base.

Achieving these four characteristics requires the commitment of a considerable amount of time and energy. However, a company with these characteristics is more likely to achieve healthy liquidity and demand for its shares. It’s very important to take a long-term view of your company’s progress on the market and not be constantly fixated on your share price. There

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LISTING PROFILE: The key to growth and creation of shareholder value UGANDA SECURITIES EXCHANGE

are factors beyond a company’s control that can influence both the level of demand and the share price, including the current economic climate, speculation over a potential corporate transaction and media speculation. In addition, the proportion of your company’s shares held by external investors, known as ‘free-float’, can also affect the demand of and value for your shares. The higher the level of free-float the higher the volume of shares available for trading.

Continuing obligations

There are continuing obligations of being a USE listed company, relating mainly to compliance with the USE Listing Rules.

USE Listing Rules

The USE Listing Rules 2003 and the GEMS Rules 2012 govern the initial listing of a company, and also set out the requirements that must be met for a listed company to maintain listed status on USE. They set out the minimum standards of behavior that are aimed at ensuring the market is fair, orderly and transparent. These rules also govern disclosure and some aspects of a company’s conduct. Compliance with USE Listing Rules and the GEMS Rules is a requirement for admission to, and remaining on the MIMS and on the GEMS respectively. The Listing Rules and the GEMS Rules are binding contractually, and are also enforceable under the CMA Act.

Continuous DisclosurePart VI of the USE Listing Rules 2003 and Part II Rule 15 are key rules imposing a general obligation on listed companies to disclose material information as well as requiring the release of specific information. The general disclosure obligation requires companies to immediately release to the market any information which a reasonable person would expect to have a material effect on the price or value of its shares.

There are some specific exceptions with regard to providing confidential information. USE may also require a company to provide information for release to the market in order to correct or prevent a false market. As a guide, a false market is a market trading on incorrect or incomplete information, regardless of the source of the information.

Periodic DisclosureIn addition to continuous disclosure obligations, USE listed companies are required to submit certain reports at regular intervals:

• Half Yearly Reports;• Annual Reports; and

For more details on the USE Listing Rules please visit the Legal & Regulatory section of the USE website on www.use.or.ug

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LISTING PROFILE: The key to growth and creation of shareholder valueUGANDA SECURITIES EXCHANGE

Ensuring the integrity of the Market

USE’s continued success depends on its ability to maintain a high level of market integrity. A market of high integrity inspires confidence among investors, brokers, companies, regulators and the broader community. The reputation of USE’s markets for fairness and integrity is very important to USE. For Uganda to remain an attractive place to raise capital it is vital that listed entities seeking funds and investors looking to trade can participate in our markets with confidence. This confidence is promoted by the way that USE’s supervision of its markets maintains an appropriate balance between supporting market integrity and minimizing listed companies’ costs of compliance with USE’s Operating Rules. Getting the right balance here also keeps costs of capital low.

USE promotes market integrity in a number of ways including:

• Through the USE operating rules, which comprise the USE Listing Rules and the GEMS Rules, USE Equity Trading

Rules 2016, SCD Rules and Guarantee Fund procedures which are in place to ensure fair, orderly and transparent markets

• Constant and vigilant supervision of the market

• Active pursuit of technological improvements to meet Market Participants’ requirements for system reliability, performance, capacity and cost effectiveness; and

• Close cooperation with regulators, especially the CMA.

Corporate Governance

Market integrity and a high standard of corporate governance are closely linked. Underlying USE’s approach to governance is its commitment to disclosure. USE believes disclosure, in an orderly and timely fashion, is the best way to equip investors with the information they need to judge the suitability of their investment, and to provide listed companies with the flexibility they need to carry out their business successfully.

CRITERIA FOR LISTING ON USE’S MARKETS, LISTING FEES & USE MEMBER FIRMSThe Listing Rules and the GEMS Rules lay down the specific requirements with regard to companies seeking a listing

On either the MIMS, FISMS or the GEMS. To be eligible to list on either market, your company should satisfy the minimum criteria set out in part V, Rules 33 and 36 of

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LISTING PROFILE: The key to growth and creation of shareholder value UGANDA SECURITIES EXCHANGE

the USE Listing Rules 2003 or Part II, Rule 4 of the GEMS Rules. The key criteria for listing on the MIMS

and the GEMS are summarized as follows:

ELIGIBILITY CRITERIA FOR LISTING EQUITY SECURITIES Requirement Criteria for MIMS Criteria for GEMS

Size: Share Capital Minimum authorized issued and fully paid up share capital of Ush. 1 billion.

No Minimum authorized issued and fully paid up share capital.

Size: Net Assets Immediately before the IPO should not be less than Ush. 2 billion.

No Minimum Net Assets immediately before the IPO.

Track Record, profitability and future prospects

Published audited financial statements for a period of at least 5 years.

+ve profits after tax attributable to shareholders in at least 3 of the last 5 completed accounting periods prior to listing.

Statement of financial position for the company if one year old or less.

Reflect good growth potential.

Minimum Shareholding

Following the IPO at least 20% of the shares must be held by not less than 1000 shareholders excluding employees.

Following the IPO at least 20% of the shares must be held by not less than 100 shareholders excluding employees/family members of the controlling shareholders.

* Both markets offer flexibility as regards the number of shareholders and percentage in public hands should an applicant, in specific circumstances, not meet these requirements at the

time of submitting the application documents. For additional information, refer to the USE Listing Rules 2003 or the GEMS Rules which can be accessed on our website.

ELIGIBILITY CRITERIA FOR PUBLIC OFFERS ON THE FIS AND LISITING ON FISMS

Requirement

Listing and transferability of securities

All fixed income securities (FIS) except for commercial papers shall be listed, freely transferable and not subject to any restrictions on marketability or pre-emptive rights.

Size: Share Capital No Min. authorized issued and fully paid up share capital, and net assets of 2 billion immediately before the IPO.

Certificate of Comfort

• If the issuer is subject by law to a regulatory authority, the issuer must obtain a certificate of no objection from the relevant regulator.

• Where there is a guarantor and in the event that the guarantor is a bank or insurance company licensed to operate in Uganda, the consent of the relevant regulatory authority shall be required.

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LISTING PROFILE: The key to growth and creation of shareholder valueUGANDA SECURITIES EXCHANGE

LISTING FEES

The USE offers listing fees that are set at very competitive levels.

An application fee of UShs4,000,000 is charged for a company seeking a listing on the MIMS and an application fee of UShs 2,000,000 for a company seeking a listing on the GEMS

Initial Listing fees are charged at a rate of 0.2% of the value of the securities to be listed subject to a minimum of Ushs4,000,000 for companies seeking to list on the MIMS or at a rate of 0.1% of the value of securities to be listed for companies seeking to list on the GEMS .

Annual fees are payable by every listed company depending upon their market capitalisation. For more information, please refer to the tables set out in the Fees, charges and penalties Rules 2012.

OUR MEMBERSThe following Securities Central Depository Agents (SCDAs) are licensed to act as both broker/dealers and Market/Investment Advisors:

i) African Alliance (Uganda) Ltd, ii) Baroda Capital Markets (U)

Ltd, iii) Crane Financial Services (U)

Ltd, iv) Dyer & Blair (Uganda) Ltd, v) Equity Stock Brokers (U) Ltd, vi) Crested Capital, vii) SBG Securities Limited and viii) UAP Financial Services

Limited

The following Securities Central Depository Agents (SCDAs) are licensed to act as Custodians:

i) Stanbic Bank Ugandaii) Standard Chartered Bank

Ugandaiii) KCB Bank Ugandaiv) Housing Finance Bank Limited

UGANDA SECURITIES EXCHANGE LIMITED

UAP Nakawa Business Park, Plot 3-5, New Port BellRoad, Block A, 4th Floor. P. O. Box 23552, Kampala.Telephone: 0312 (370 815 | 370 817 | 370 818)Email: [email protected]. Website : www.use.or.ug

HOW TO LOG INTO USEEASY PORTAL

NEWCUSTOMERS

• Go to the Easy Portal web page, scd.use.or.ug• Select create an Account• Read terms, select accept and continue• Insert your SCD Account Number and the email address used when opening your SCD account. Click continue.• A password will be sent to your email.• Log into your email and retrieve your one-time password. (Note; for some email providers please check junk/spam) Visit the link to easy portal http://scd.use.or.ug

• Use the password and other details as prompted to log in• You have to set a new password to continue.• You will be prompted to log in afresh with the new password.

• Go to the Easy Portal web page, scd.use.or.ug• Select “Reset” your password• Select accept and continue• Insert your SCD Account Number and the email address used when opening your SCD account. Click continue.• A password will be sent to your email.• Log into your email and retrieve your one-time password. (Note; for some email providers please check junk/spam) Visit the link to easy portal http://scd.use.or.ug

• Use the password and other details as prompted to log in• You have to set a new password to continue.• You will be prompted to log in afresh with the new password

ALREADYEXISTING

CUSTOMERS

UGANDA SECURITIES EXCHANGE LIMITED

UAP Nakawa Business Park, Plot 3-5, New Port BellRoad, Block A, 4th Floor. P. O. Box 23552, Kampala.Telephone: 0312 (370 815 | 370 817 | 370 818)Email: [email protected]. Website : www.use.or.ug