Capital Markets (Licensing and Approval) Regulations, 2025

45 STATUTORY INSTRUMENTS 2025 No. 5 THE CAPITAL MARKETS AUTHORITY (LICENSING AND APPROVAL) REGULATIONS, 2025 ARRANGEMENT OF REGULATIONS Regulations Part I―Preliminary

1. Title
2. Interpretation Part II―Securities Exchange
3. Application for approval of securities exchange
4. Rules of securities exchange
5. Conditions for grant of approval of securities exchange
6. Grant of approval of securities exchange Part III―Commodities Exchange and Securities Exchange
7. Approval of commodities exchange
8. Application for approval of commodities exchange
9. Considerations in granting approval of commodities exchange
10. Rules of commodities exchange
11. Grant of approval of commodities exchange
12. Suspension or cancellation of approval of securities exchange or commodities exchange
13. Obligations of commodities exchange or securities exchange STATUTORY INSTRUMENTS SUPPLEMENT No. 3 24th January, 2025 STATUTORY INSTRUMENTS SUPPLEMENT to The Uganda Gazette No. 6, Volume CXVIII, dated 24th January, 2025 Printed by UPPC, Entebbe, by Order of the Government.

46 Part IV―Commodities Brokers 14. Licensing of commodities brokers 15. Application for commodities broker licence 16. Consideration for grant of commodities broker licence 17. Furnishing of information and clarifications 18. Grant of licence of commodities broker 19. Clearing and settlement through clearing house 20. Application of Warehouse Receipt System Act to commodity contracts 21. Suspension or revocation of commodities broker or stock broker licence Part V―Investment House, Investment Adviser, Fund Manager and Custodian 22. Application for licence 23. Documents to accompany application 24. Authorised functions 25. Application for custodian licence 26. Documents to accompany application Part VI―Stock broker and Dealer 27. Application for licence 28. Specific requirements for approval 29. Stock broker or dealer’s investment limits Part VII―Private Equity Funds and Venture Capital 30. Application for approval of private equity or venture capital fund 31. Letter of no objection 32. Approval of fund manager 33. Resignation of fund manager 34. Removal of fund manager

47 35. Handover to new fund manager 36. Appointment of new fund manager 37. Suspension or revocation of approval of private equity or venture capital fund Part VIII―Credit Rating Agencies 38. Application for approval of credit rating agency 39. Core professional capacity Part IX―Transaction adviser and market advisor 40. Approval of transaction adviser and market advisor 41. Notifications to Authority 42. Independence of transaction adviser 43. Conflict of interest 44. Maintenance of procedures 45. Disciplinary action against transaction adviser Part X―Authorised Registrar 46. Application for approval to operate as authorised registrar 47. Duties of authorised registrars Part XI―Self-Regulatory Organisations 48. Self- regulatory organisations 49. Approval of self- regulatory organisations 50. Implementation of self-regulatory organisations 51. Rules of self-regulatory organisations Part XII―Miscellaneous 52. Alteration of facts disclosed in application 53. Consideration of applications for licence or approval of authorised activities 54. Grant of licence or approval 55. Rejection of application for licence or approval

48 56. Suspension or revocation of licence or approval 57. General conditions 58. Representative licences 59. Restriction on use of titles 60. Replacement of licence 61. Renewal and display of licence 62. Publication of approvals and licences 63. General duty to comply 64. Form of application for licence Part XIII – Offences, Penalties and Repeals 65. Offences and penalties 66. Repeal of Regulations Schedules SCHEDULE 1— Forms SCHEDULE 2— criteria for assessing fit and proper persons SCHEDULE 3— Fees

49 STATUTORY INSTRUMENTS 2025 No. 5 The Capital Markets Authority (Licensing and Approval) Regulations, 2025 (Under sections 50 and 149 of the Capital Markets Authority Act, Cap. 64) IN EXERCISE of the powers conferred on the Capital Markets Authority by sections 50 and 149 of the Capital Markets Authority Act, Cap. 64, these Regulations are made this 2nd day of December, 2024. Part I—Preliminary

1. Title These Regulations may be cited as the Capital Markets Authority (Licensing and Approval) Regulations, 2025.
2. Interpretation In these Regulations, unless the context otherwise requires— “Act” means the Capital Markets Authority Act, Cap. 64; “affiliate” means any subsidiary or holding company of a licenced or approved person and any subsidiary of such holding company; “Authority” means the Capital Markets Authority established under section 4 of the Act; “board” means the board of directors of an approved person; “credit rating” means an objective and independent opinion on the general creditworthiness of an issuer of a debt instrument, and its ability to meet its obligations in a timely manner over the life of the financial instrument based on relevant risk factors including the ability of the issuer to generate cash in the future;

50 “clearing bank” means a bank as defined under the Financial Institutions Act Cap 57 to facilitate the maintenance of a segregated account, clearing and settlement functions on transactions executed on an exchange, which is designated or appointed to provide banking and other facilities to an exchange, the clearing house of an exchange and a broker; “client” means a person on whose account a commodities broker or stock broker carries on trading in any commodity contract or securities, but does not include directors, key personnel, representatives and related companies of the commodities broker or stock broker; “commodity” means― (a) agricultural, livestock, fishery, forestry, mining or energy goods, or any product that is manufactured or processed from any such goods; (b) an index, right or interest in any such commodity; or (c) any other matter as may be determined by the Authority through an official Gazette notification to be the subject of a commodity contract; “commodity broker” means a company approved by the commodities exchange and licenced by the Authority to carry on the business of purchase or sale of commodities contracts as an agent for investors; “commodity contract” includes spot commodity contracts, forward commodity contracts, commodity derivatives trading contracts, or such other commodity contract or class of commodity contracts as may be specified by the Authority; “independent director” means a director who―

51 (a) is not and has not been in the employment of the approved person in an executive capacity within the last five years; (b) is not affiliated to an adviser or consultant to the approved person or a member of the approved person’s senior management or a significant customer or supplier to the approved person or with an entity that receives significant contributions from the approved person or an entity in which the approved person is invested or within a period of five years preceding the date of the application, has not had any business relationship with the approved person, other than the service as a director; (c) has no personal service contract with any of the shareholders, directors, or members of the senior management of the approved person; (d) is not employed by a company at which an executive officer of the approved person serves as a director; (e) is not a member of the immediate family of any person described in paragraph (iii); or (f) has not had any of the relationships described in regulation 2, with any affiliate of the company; “market participant” includes commodity brokers, commodity advisers, clearing house of a commodities exchange and a client of a commodity broker or commodity adviser; “novation” means in relation to the clearing house of a commodities exchange, means assigning or trading over to a clearing house the legal counterparty risk for the trade executed by two counterparties; “private equity fund” means a fund that is established by Trust, Partnership or as a company for the purpose of raising

52 capital for investment in businesses with high growth potential through debt, quasi debt or equity investments; “rules” means in relation to a commodities exchange or the clearing house of a commodities exchange, the rules governing the exchange or the clearing house and the conduct of its members, by whatever name called; “settlement price” means the daily settlement price at the close of trading; “transaction adviser” means a company approved by the Authority to undertake the responsibilities of a transaction adviser; “trading participant” means a person licenced by the Authority to carry on the business of buying, selling, dealing or trading securities and is admitted by an exchange as a trading participant; “trading system” includes any system or platform provided by an exchange, which makes available to the members of the exchange, and disseminates information regarding trades effected, volumes and such other notifications as may be placed thereon by an exchange; “warehouse” has the meaning assigned to it under the Warehouse Receipt System Act Cap 83; “warehouse receipt” has the meaning assigned to it under the Warehouse Receipt System Act Cap 83; “warehouse receipt system” means part or the whole of the process of depositing commodities in a licenced warehouse, the issuance of a warehouse receipt reflecting the quantity and quality of the deposited commodity, the

53 management of the transfer of the receipt as a document of title and includes, but is not limited to, the regulation of warehouses and actors associated in the processes. Part II―Securities Exchange 3. Application for approval of securities exchange (1) An application for grant of approval to operate a securities exchange shall be submitted to the Authority, in Form 1 set out in Schedule 1 to these Regulations, on payment of the application fees prescribed in Schedule 3 to these Regulations. (2) An applicant seeking approval to operate a securities exchange shall comply with the conditions for the approval of a securities exchange in the Act, and shall in addition satisfy the following requirements― (a) the applicant’s directors and officersshall be fit and proper persons as prescribed in the Act, and shall each submit a complete fit and proper assessment form in accordance with Schedule 2 to these Regulations; (b) the applicant shall comply with and submit evidence attesting to the minimum paid up share capital and minimum working capital requirements as prescribed by the Authority and the functional expertise, infrastructure and experience for the operation of a securities exchange to the satisfaction of the Authority; (c) the applicant shall submit its rules, memorandum and articles of association which shall be in a form that is satisfactory to the Authority and restricting the applicant to the business of operating a securities exchange; (d) provide details of the trading system proposed to be adopted by the applicant and a comprehensive business plan for developing the securities exchange market in Uganda,

54 including but not limited to; increasing the number of listed companies and capital markets products, improving liquidity and price discovery in the listed securities; (e) provide such additional documents as may be required by the Authority; (f) provide evidence of payment of the prescribed fees; and (g) provide a letter of confirmation from a supervised financial institution where the securities exchange holds its accounts. (3) The articles of association of a securities exchange shall provide for― (a) a board of directors of not lessthan five persons constituted as follows― (i) the chief executive officer; (ii) one third of the members of the board of directors who shall be elected from among the trading participants; (iii) at least one independent executive director who shall be present in the meetings of the board to constitute a quorum; and (iv) other members who shall be non-executive directors and the criteria for independence in accordance with the corporate governance requirements prescribed by the Authority; and (b) the independent and non-executive directors appointed in subregulation 3(a)(iii), shall be persons who have knowledge and experience in investments, finance, law or

55 corporate governance and shall represent the interests of investors and the public on the board. (4) A person who carries on the business of a securities exchange without the approval of the Authority commits an offence and isliable on conviction to a fine not exceeding two hundred currency points or imprisonment not exceeding two years or both. 4. Rules of securities exchange (1) The rules that apply to an applicant for purposes of approval to operate as a securities exchange consist of the following― (a) the admission to the listing, suspension or de-listing of securities by the securities exchange; (b) the conditions governing dealing in securities by its trading participants so as to ensure protection of the rights of investors; (c) the prompt disclosure, in a manner that is fair to all investors, of material information of a price sensitive nature and information likely to affect the price of a security including fees on management contracts, to enable appraisal of an issue by investors; (d) the protection of investors against abuse of confidential information, misleading information, fraud, deceit, and other adverse practices in the issuing and trading of securities; (e) the prohibition of market manipulation in any form; (f) the investigation into trading in securities and financial transactions of trading participants and for conducting spot checks on such trading participants; (g) the suspension of trading of any security for the protection of investors or for the conduct of orderly and fair trading;

56 (h) the conduct of securities trading and the manner in which information relating to transactions is to be maintained and reported to other trading participants and customers of the securities exchange; (i) the segregation from other business accounts of trading participants and segregation of customers funds and securities; (j) the arbitration of disputes and provision for appeal to the Authority by trading participants, investors and listed companies; (k) the carrying out of the business of securities exchange with due regard to the interest of the investing public; (l) the trading rights on a securities exchange; (m) registration with the securities exchange of full members, associate members, their representatives, authorised clerks and dealers; (n) the conduct of trading participants, their representatives, authorised clerks and dealers; (o) the responsibility of trading participants for the actions of their employees and agents in their dealings with the public; and (p) the listing of companies in the respective market segments to allow investors to have a range of investment opportunities in the listed securities across all sectors of the economy. (2) The rules of exchange adopted by an applicant may be amended by the applicant with the approval of the Authority. (3) The proposed amendments to the rules of a securities

57 exchange shall be submitted to the Authority, with a resolution of the board of directors of the securities exchange, with evidence of the stakeholder consultation to the proposed amendments. (4) Where the Authority approves the amendment of the Rules, the Authority shall communicate its decision in writing and the date on which the amendments shall take effect. 5. Conditions for grant of approval of securities exchange (1) A securities exchange approved by the Authority shall— (a) engage in the business of operating a securities exchange and shall not directly or indirectly enter into any unrelated business; (b) not outsource any of its core functions including listing and trading, without the prior approval of the Authority; (c) comply with the Companies Act, Cap. 106 and the corporate governance requirements prescribed by the Authority; (d) employ a chief executive officer and other staff with sufficient capacity to administer the securities exchange in accordance with these regulations; (e) establish a physical location and mode of operation which contributes to an orderly and efficient market for securities in Uganda; (f) have an online surveillance capability which monitors positions, prices and volumes in real time to ensure market integrity; (g) have adequate infrastructure to list and trade securities on its platform;

58 (h) have a network of trading participants that have adequate capacity that shall include financial, technological and administrative resources and facilities to admit and regulate the participants; (i) make necessary arrangements to establish connectivity with its trading participants and securities central depository; (j) have adequate systems capacity supported by a business continuity plan including a comprehensive disaster recovery plan; (k) ensure that it has professional indemnity insurance cover for the employees of the Exchange and require dealing members to maintain adequate professional indemnity insurance cover; (l) inform the Authority in writing of any modifications made to the comprehensive business plan and the progress being made on its implementation; (m) submit a request to the Authority, for approval of any persons proposed to be appointed as a chief executive officer or director of the securities exchange, and where the Authority rejects a person proposed as chief executive officer or director, justifiable cause shall be given and the decision communicated to the securities exchange within a reasonable time; and (n) submit a resolution of the board of directors of the securities exchange before any trading system is installed or implemented. (2) The trading system referred to in paragraph (n) shall provide for among other things―

59 (a) a trading facility at which all bids to purchase and offers to sell are exposed to each other and at which members of the public are granted an opportunity to witness the trading; (b) a transparent and efficient pricing mechanism which― (i) displays the best offer and bid prices; (ii) provides for automatic matching; (iii) allows for efficient distribution of liquidity within the market; (iv) displays the highest and lowest prices, the latest transactions as well as the volume of securities traded; (v) has an audit trail and trace back mechanism for all transactions; (vi) hassufficient internal controls and security measures to ensure that only authorised persons have access; and (vii) maintains records of all transactions and retrieves such records whenever necessary; and (c) connectivity to a security central depository. 6. Grant of approval of securities exchange (1) The Authority may, if satisfied that the applicant has met all the requirements for approval as a securities exchange, and upon evidence of payment of the fees prescribed in Schedule 3 to these Regulations, grant the applicant an approval to operate a securities exchange. (2) The Authority may grant approval to operate a securities exchange subject to such conditions or restrictions as it considers fit for the proper conduct of the securities exchange and the conditions or restrictions may, at any time, be varied by the Authority.

60 (3) An approval granted under subregulation (1) shall remain valid unless suspended or revoked by the Authority. (4) A securities exchange shall pay an annual fee as prescribed by the Authority. Part III―Commodities exchange 7. Approval of commodities exchange (1) An application for grant of approval to operate as a commodities exchange shall be submitted to the Authority, in Form 1, set out in Schedule 1 of these Regulations.

(2) A securities exchange or derivatives exchange intending to operate a commodities exchange shall incorporate a separate company under the Companies Act, Cap. 106 to conduct the business of a commodities exchange. (3) A person who contravenes subregulation (2) commits an offence, and is liable on conviction, to a fine not exceeding two hundred currency points or imprisonment not exceeding two years, or both. 8. Application for approval of commodities exchange (1) An application for approval of commodities exchange shall be accompanied by― (a) copies of the memorandum and articles of association restricting the applicant to the business of operating a commodities exchange and services; (b) rules governing the operations of the commodities exchange; (c) details of trading, clearing and settlement systems proposed to be adopted by the applicant;

61 (d) evidence of payment of the fees prescribed in Schedule 3 to these Regulations; (e) a letter of confirmation from a supervised financial institution where the commodities exchange holds its accounts; (f) a business feasibility plan evaluated by an entity with a proven track record and expertise in commodities markets or commodities market development, establishment or management; and (g) such additional documents as the Authority may require.

(2) The articles of association referred to in subregulation (1), shall provide for― (a) a board of directors of not lessthan five persons constituted as follows― (i) the chief executive officer; (ii) one third of the members of the board of directors who shall be elected from among the trading participants; (iii) at least one independent director shall be present in the meetings of the board to constitute a quorum; and (iv) other members who shall be independent non￾executive directors, and the criteria for independence shall be disclosed in the rules; and (b) the independent and non-executive directors appointed in subregulation (2)(iii), shall be persons who have the knowledge and experience in investments, finance, law or corporate governance and shall represent the interests of investors and the public on the board.

62 9. Considerations in granting approval of commodities exchange An applicant seeking approval to operate a commodities exchange shall comply with the conditions for the approval of a commodities exchange in the Act, and shall in addition satisfy the following requirements― (a) be demutualized; (b) engage in the business of operating a commodities exchange and shall not directly or indirectly enter into any unrelated business; (c) ensure that the clearing and other arrangements are made, its clearing house and its members are such as to provide a reasonable assurance that all obligations arising out of contracts entered on the proposed commodities exchange will be met; (d) meets the prescribed minimum paid up share capital requirements to support the initial infrastructural investments and minimum working capital; (e) satisfy the requirements relating to ownership and governance structure specified in these Regulations; (f) have its directors determined as fit and proper persons as prescribed under the Act and shall in addition submit a complete fit and proper assessment form for each director in accordance with Schedule 2 of these Regulations; (g) maintain such professional indemnity insurance as may be required by the Authority for compensating investors who suffer pecuniary loss resulting from the failure of a broker or dealer to meet his or her contractual obligations and require its member dealers or brokers to maintain adequate professional indemnity insurance cover;

63 (h) satisfy requirementsrelating to financial capacity including the minimum working capital requirements prescribed by the Authority, functional expertise and infrastructure to establish and operate a fair and efficient commodities exchange; (i) prepare measures to prevent contingencies or disasters including events such as technical lapses occurring with automated systems; (j) provide adequate security arrangements on risk identification and mitigation, data protection and recovery mechanisms on critical infrastructure; (k) have in its employment, sufficient number of persons with adequate professional and other relevant competencies and experience; (l) have measures in place to actively enforce compliance by its members with its rules for the prevention of manipulation and excessive speculation; (m) have adequate provision to record and publish details of trading, including volume and interest; and (n) comply with any other conditions as may be specified by the Authority. 10. Rules of commodities exchange (1) An applicant seeking approval to operate a commodities exchange shall prepare and submit to the Authority commodities exchange rules, approved by the board of directors of the commodities exchange. (2) The rules adopted shall consist of the following― (a) reference to the governance documents that provide for the clear demarcation of the powers, roles and responsibilities of the board, chief executive officer and the committees of the board;

64 (b) the eligibility requirements and procedures of exchange including the procedures for admission as a trading participant of a commodities exchange and requirements for admission inclusive of fees; (c) powers to levy fees and impose penalties for breach of its rules; (d) the granting of non- transferable trading rights to trading participants of the commodities exchange; (e) general obligations of the trading participants who are members of the commodities exchange, including requirements on minimum net worth, maintenance of accounting records and compliance to the laws of Uganda and the rules of the commodity exchange; (f) the requirement for admission of the commodities exchange comprising brokers, trading advisers, warehouse operators, clearing banks and any other category that may be approved by the Authority; (g) the termination of a trading participant or other market participants; (h) specifications on the minimum parameters to be disclosed in respect of commodity contracts to be listed, with prior approval from the Authority; (i) the clearing and settlement of all trades in commodity contracts by the appointed clearing house, whether the clearing house is independent, wholly owned by the commodities exchange or its subsidiary; (j) the performance of novation, netting and guarantee settlement of trades;

65 (k) the complete segregation of business accounts of trading participants from that of their clients and between different clients; (l) the validation of orders on the commodities exchange; (m) the suspension of trading of any commodity contract for the protection of investors or for the conduct of orderly and fair trading; (n) the investigation into trading practices and financial transactions of commodity brokers and their clients; (o) the clearing house and designated clearing banks of the commodities exchange; (p) commodity categories; (q) the operation of warehousing facilities on commodities; (r) the delivery, declaration, management and delivery of various commodities traded on a commodities exchange; (s) detailed provisions on direct market access by clients of the commodities exchange; (t) detailed provisions on give-up and take-up transactions, position transfers, assignments, transaction separations, open or close transaction designations and adjustments, and average pricing including transaction mergers and de￾mergers; (u) the methodology for determining the daily and final settlement prices with provisions for adjustments in contract prices to compensate for allowable adjustments in quality and quantity;

66 (v) the closing out of commodity contracts in case of noncompliance with the rules of the commodities exchange; (w) the mandatory maintenance of a settlement guarantee fund and investor protection fund including provisions for pay in, pay out and topping up; (x) the declaration of an event of default and disposal of a defaulter’s assets under lien or pledge; (y) the exclusion from membership to a commodity market of persons who are not fit and proper as provided for under the Act and these Regulations; (z) the expulsion, suspension or disciplining of trading participants of a commodity market for conduct inconsistent with just and equitable principles in the transaction of business, or for a contravention of the business rules of the proposed commodities exchange; (aa) the trading days and business hours of the commodities exchange; (bb) the resolution of disputes and provision for appeal to the Authority by trading participants and investors; (cc) the carrying on the business of the proposed commodities exchange with due regard to the interests and protection of the public; and (dd) any other provisions specified by the Authority or the commodities exchange.

(3) The proposed amendments to the rules of a commodities exchange shall be accompanied by evidence of payment of fees prescribed by the Authority, a board resolution authorising the

67 amendments and evidence of stakeholder consultations on the proposed amendments, and the Authority shall ensure that it makes a written decision concerning any proposed amendments to the rules of a commodities exchange and the amendments shall not have any effect without the Authority’s express approval. (4) Where a commodities exchange imposes sanctions, fines, suspends any person or otherwise takes disciplinary action against one of its trading participants in accordance with its rules, it shall immediately inform the Authority in writing of the name of the trading participant, the reason for and the nature of the action taken, the extent of the fine or period of suspension. (5) The Authority may, on application by an aggrieved person, review any disciplinary action taken by a commodities exchange and may affirm, modify or set aside the decision of the commodities exchange after giving the trading participant and the commodities exchange an opportunity to be heard, and a party dissatisfied with the decision of the Authority may appeal to the tribunal. (6) Nothing in sub regulation (4) shall preclude the Authority from revoking or suspending the approval of, or otherwise disciplining, a trading participant of the commodities exchange, after giving the trading participant of the commodities exchange an opportunity to be heard. (7) Any action taken by a commodities exchange is without prejudice to the power of the Authority to take such further action as it sees fit with regard to the member or its licence. 11. Grant of approval of commodities exchange (1) TheAuthority may, ifsatisfied that the applicant has met all the requirements for approval to operate a commodities exchange, and upon evidence of payment of the prescribed fees, grant the applicant an approval to operate as a commodities exchange.

68 (2) The Authority may grant the approval subject to such conditions or restrictions as it considers fit for the proper conduct of the commodities exchange, and the conditions or restrictions may, at any time, be varied or removed by the Authority. (3) An approval granted shall remain valid unless suspended or revoked by the Authority. (4) A commodities exchange shall pay the annual fees prescribed in Schedule 3 to these Regulations. 12. Suspension or cancellation of approval of securities exchange or commodities exchange (1) The Authority may suspend or cancel an approval of a commodities or securities exchange in accordance with section 40 (8) and section 62 of the Act. (2) Where the Authority is of the opinion that the approval of a commodities or securities exchange should be suspended, cancelled or revoked― (a) the Authority shall notify the board of directors of the commodities exchange or securities exchange of the intention to suspend or cancel the approval; (b) the notice of the intention to suspend or cancel the approval shall explain the reasons for the proposed suspension or cancellation of the approval, and shall give the board of directors of the Exchange an opportunity to be heard; (c) the board of directors of the commodities exchange or securities exchange shall respond in writing, and shall also be given the opportunity to appear in person before the Authority to shall show cause why the approval should not be suspended or cancelled; (d) the oral and written submissions of the board shall be submitted, within fourteen calendar days from the date of receipt of the notice from the Authority;

69 (e) the Authority shall communicate its decision in writing within fourteen calendar days from the date of the last response from the board of directors of the commodities exchange or securities exchange; (f) where the decision of the Authority is to cancel the approval, the cancellation shall take effect in accordance with section 40 (8),(9) and (10) of the Act; (g) where the decision of the Authority is to suspend the approval, the suspension shall take effect immediately; (h) where the Board of the exchange is dissatisfied with the decision of the Authority, the exchange shall within 14 days of receipt of the decision, notify the Authority of its intention to appeal to the Tribunal; and (i) the Authority shall within seven days of receipt of the notice to appeal the decision, refer the matter to the Tribunal for determination. 13. Obligations of commodities exchange or securities exchange (1) A commodities exchange and Securities Exchange shall ensure that― (a) an orderly, fair and transparent market in commodity contracts traded at the exchange is maintained at all times; (b) adequate market information is readily available to all participants, investors, media and other relevant stakeholders in a commodities market; (c) risks associated with the operations of the market and the commodities exchange are managed prudently; and (d) the exchange complies with these Regulations. (2) A commodities exchange and securities exchange shall operate its facilities in accordance with its rules as approved by the Authority.

70 (3) A commodities exchange and securities exchange shall― (a) regulate the operations, standards of practice and business conduct of its trading participants, their employees, representatives and associates, in accordance with the rules of the exchange; (b) keep such records as are necessary for the proper recording of each transaction in the commodities exchange; (c) preserve confidentiality of all information in its possession concerning its members and their clients, except that such information may be disclosed by the commodities exchange when required to do so, in writing, by its clearing house, the Authority, an order of a Court of law in Uganda and the provisions of any law of Uganda; (d) publish its rules, fees and charges on its website; (e) identify and manage conflict of interest; (f) ensure that only licenced warehouses and warehouse operators are used in connection with trading in a commodities exchange; and (g) provide a robust mechanism for clearing and settlement. (4) A commodities exchange shall immediately notify the Authority where it becomes aware that― (a) a trading participant is unable to comply with any rule of the exchange or any rules relating to financial resources; or (b) a financial irregularity or other matter which, in the opinion of the exchange, may indicate that the financial standing or integrity of a member is in question, or that a member may not be able to meet its legal obligations.

71 Part IV―Commodities broker 14. Licensing of commodities brokers A person shall not carry on or purport to carry on business as a commodities broker unless the person― (a) is licensed as a commodities broker by the Authority; and (b) conducts business in accordance with the rules and practices of a commodities exchange. 15. Application for commodities broker licence (1) A person who intends to carry on the business of a commodities broker shall apply for a licence to operate as commodities broker to the Authority in form 3 set out in Schedule 1 to these Regulations. (2) The application in subregulation (1) shall be accompanied by― (a) proof of payment of the prescribed fees; (b) the relevant application form and documents in support of the information and declarations; and (c) a letter from a commodities exchange stating that the application meets all the relevant requirements of the commodities exchange, and that the commodities exchange shall admit the applicant if licenced by the Authority. 16. Consideration for grant of commodities broker licence (1) An applicant seeking a licence to operate as a commodities broker shall be required to― (a) be a company with liability limited by shares; (b) have a chief executive officer who is a fit and proper person as prescribed under the Act and these Regulations, and who

72 has experience of not less than five years in the business of buying, selling or dealing in commodities, commodity contracts, derivatives contracts or other securities; (c) have the necessary infrastructure including office space, equipment and trained staff to effectively discharge its activities; (d) have as its directors and key personnel, persons who are fit and proper as prescribed under the Act and these Regulations; and (e) meet the financial requirements prescribed by the Authority. (2) The shareholders, directors and key personnel of the applicant shall be persons who have not defaulted in payment of dues at a clearing house of a commodities exchange. 17. Furnishing of information and clarifications (1) The Authority may, in considering an application made for a commodities broker licence, require an applicant to furnish such further information regarding any previous dealings in securities, derivatives, commodities and any other related matter as the Authority may consider necessary. (2) An applicant or its key personnel shall, if required by the Authority, appear before the Authority to make personal representations. 18. Grant of licence of commodities broker (1) The Authority shall grant or renew a licence for an applicant, if the Authority is satisfied that the applicant is eligible to be licenced as a commodity broker. (2) The Authority shall inform the commodities exchange and the applicant of the grant of a licence.

73 (3) The Authority shall not refuse to grant a licence without first giving the applicant an opportunity to be heard. (4) Where the Authority, after hearing the applicant, refuses to grant the applicant a licence, the Authority shall communicate the decision to the applicant and the commodities exchange within fourteen days of the hearing, stating the grounds for refusal, in writing. (5) An applicant aggrieved by the decision of the Authority to refuse the grant of a licence shall within fourteen days of receipt of the decision, notify the Authority of its intention to appeal to the Tribunal. (6) The Authority shall within seven days of receipt of the notice to appeal the decision, refer the matter to the Tribunal for determination. (7) The renewal of a commodity broker licence shall be subject to payment of the annual licence fee set out in Schedule 3 of these Regulations in addition to the other requirements stipulated under these regulations. 19. Clearing and settlement through clearing house All approved contracts transacted on a commodities exchange shall be cleared and settled by the clearing house of a commodities exchange, and whenever required, closed out in accordance with the rules of a commodities exchange. 20. Application of Warehouse Receipt System Act to commodity contracts (1) In so far as the subject of a commodity contract is related to commodities, the Warehouse Receipt System Act, Cap 83 or any other relevant law shall apply to such a contract. (2) The Authority or the commodities exchange may impose additional requirements on warehouses or warehouse operators where necessary to maintain market integrity and efficiency or in the protection of investor interests.

74 21. Suspension or revocation of commodities broker or stock broker’s licence (1) The Authority may by order in writing, suspend or revoke the licence of a commodities broker or stock broker in accordance with the Act. (2) The Authority shall, before issuing an order of suspension or revocation or other administrative action under subregulation (1), give a commodities broker or stock broker notice of the intended action. (3) The notice of the intention to suspend or revoke the licence or issue an administrative decision shall explain the reasons for the revocation or suspension of the licence, and shall give the commodities broker or stock broker an opportunity to be heard, and the commodities or stock broker shall respond in writing or orally or both, within fourteen calendar days from the date of receipt of the notice from the Authority. (4) After the hearing, the Authority shall communicate its decision in writing within fourteen calendar days from the date of the last response from the commodities or stock broker. (5) Where the decision of the Authority is to revoke or suspend the licence, the revocation shall take effect on the date the Authority revokes or suspends the licence. (6) Where the commodities or stock broker is dissatisfied with the decision of the Authority, it shall within fourteen days of receipt of the decision, notify the Authority of its intention to appeal to the Tribunal. (7) The Authority shall within seven days of receipt of the notice to appeal the decision, refer the matter to the Tribunal for determination.

75 Part V― Investment House, Investment Adviser, Fund Manager and Custodian 22. Application for licence An application for a licence to operate as an investment house, investment adviser, fund manager or a custodian shall be submitted to the Authority in Form 2 set out in Schedule 1 of these Regulations. 23. Documents to accompany application (1) The application in regulation 22 shall be accompanied by― (a) a certificate of incorporation; (b) a memorandum and articles of association; (c) a statement of the accounts for the period of the accounting year ending not earlier than six months prior to the date of application and the applicant’s audited accounts for the preceding two years (where applicable); (d) proof of payment of the prescribed fees; and (e) a business plan containing particulars on – (i) the management structure; (ii) the directors, including one or more executive directors, their qualifications, addresses and details of other directorships; (iii) the shareholding structure and beneficial ownership, disclosing whether any of the shareholders will have an executive role to oversee the day-to-day operations of the business; (iv) the qualifications, experience and expertise of the chief executive;

76 (v) the proposed management and qualifications of key personnel; (vi) the financial projections for three years; (vii) the particulars of the proposed operating and information technology system; (viii) one bank reference; (ix) two business references; (x) the proposed premises suitably located and equipped to provide satisfactory service to clients in the field of activity to which the licence relates or evidence acceptable to the Authority that such premises will be available; (xi) the staff capable of providing professional services to clients in the field of activity to which the licence relates or evidence acceptable to the Authority that such staff will be available; (xii) a proposed independent auditor; (xiii) proof that the prescribed financial requirements have been fulfilled; (xiv) suitable infrastructure necessary for the provision of satisfactory service to clients; and (xv) any other information that may be requested by the Authority with justifiable reasons. (2) A person who is or is proposed to be a director, chief executive or manager of an investment adviser or fund manager, shall be fit and proper as prescribed in the Act and these Regulations, to hold the particular position which he or she holds or is proposed to hold.

77 (3) Notwithstanding the requirements in sub regulation (1) an individual applicant shall demonstrate that he or she has the qualifications, expertise and experience required to carry out the role of an investment advisor. 24. Authorised functions (1) Investment houses shall be non-deposit taking institutions and shall carry out all of the functions specified in the Act. (2) An investment house that intends to act as a fund manager of any fund including a collective investment scheme shall, in addition to the application for an investment house licence, apply for a fund manager and collective investment scheme manager licence to the Authority. 25. Application for custodian licence (1) An application for a licence to operate as a custodian shall be submitted to the Authority in Form 2 set out in Schedule 1 to these Regulations. (2) An applicant shall be― (a) a financial institution licensed under the Financial Institutions Act; or (b) a financial institution that meets the requirements of this part and is approved by the Authority, and that shall demonstrate effective capacity; that includes financial and administrative resources and expertise in the performance of related services. (3) An applicant under subregulation (2) shall demonstrate effective capacity and expertise in dealing in securities. 26. Documents to accompany application The application under regulation 25 shall be submitted together with the documents specified in regulation 23.

78 Part VI―Stock broker and dealer 27. Application for licence (1) An application for a licence to operate as a stockbroker or a dealer shall be submitted to the Authority in Form 2 set out in Schedule 1 to these Regulations. (2) The application referred to in subregulation (1) shall be accompanied by― (a) the fees prescribed in Schedule 3 to these Regulations; and (b) documents, information and declarations specified in this regulation. (3) Where the applicant wishes to operate as a stockbroker and a dealer, may apply using one application for a stockbroker and dealer’s licence. (4) Where the Authority is satisfied that the applicant is qualified to be issued with a stockbroker and a dealers licence, may combine stockbrokers licence and dealers licence into one operating licence. 28. Specific requirements for approval (1) The applicant for a licence to operate as a stockbroker or a dealershall lodge a security of five million shillings with theAuthority. (2) The eligibility of a dealer’s licence shall be restricted to institutions committing funds for investment as principals in securities dealings. (3) An application for a stockbroker or a dealer’s licence shall be accompanied by a letter from the securities exchange stating that the applicant meets all the relevant requirements of that securities exchange, and that the securities exchange would admit the applicant, if licensed by the Authority.

79 29. Stock broker or dealers investment limits The investment in related companies of a stock broker or dealer shall be limited to ten percent of the shareholding. Part VII―Private equity funds and venture capital 30. Application for approval of a private equity or venture capital fund (1) A person shall not carry out or hold himself as carrying out the business of a private equity or venture capital fund unless the fund has been approved by the Authority. (2) An application for approval of a private equity or venture capital fund, shall be made in Form 5 set out in Schedule 1 to these Regulations. (3) The applicant in subregulation (2) shall― (a) submit a certified copy of the applicant’s certificate of incorporation or a duly registered partnership agreement or a trust deed; (b) have the prescribed financial requirements; (c) have a purpose of providing risk capital to businesses in Uganda; (d) submit details of the investment strategy of the fund to be operated by the applicant; (e) submit a letter of acceptance of the appointment from a licenced fund manager and the management agreement; (f) have a board of directors or other governing body with a minimum of five directors or members, of which at least one third of the directors are independent directors;

80 (h) submit a letter of acceptance of the appointment of an auditor who is a member of the Institute of Certified Public Accountants of Uganda; (i) open separate bank accounts for each fund; (j) submit evidence of payment of the prescribed fees; and (k) submit any further information that the Authority may deem necessary to determine the application. (4) Where an applicant does not intend to source for investment funds from the public, an application shall be made in Form 6 set out in Schedule 1 to these Regulations, and such an applicant shall be exempt from regulations 31 to 36 of these Regulations. 31. Letter of no objection (1) The approved private equity fund or venture capital fund shall not change directors or fund managers unless such new proposed director or fund manager has been assessed for fitness and properness by the Authority, and has received a written confirmation stating that the Authority has no objection to the proposed change. (2) An approved private equity fund or venture capital fund shall inform the Authority of any material changes in the shareholding of the fund. 32. Approval of fund manager A person shall not act or be appointed as a fund manager for the purposes of an approved private equity or venture capital fund, unless such person is a duly licenced fund manager and is approved by the Authority to manage private equity or venture capital funds. 33. Resignation of fund manager (1) A fund manager may resign by giving written notice to the governing body of the registered private equity or venture capital fund, copied to the Authority, stating the reasons for the resignation.

81 (2) The notice period shall be one month or such longer period as may have been stipulated in the management agreement. 34. Removal of fund manager A fund manager shall be removed― (a) immediately upon the suspension or revocation of its licence by the Authority in accordance with the Act and these Regulations; or (b) by one month’s notice or such longer period as may be stipulated in the management agreement, in writing by the governing body of the approved venture capital fund. 35. Handover to new fund manager A fund manager shall within fourteen days of the date of resignation or removal, deliver to the approved private equity or venture capital fund, through its fund manager all information and documents relating to its contractual duties including― (a) statements pertaining to the fund whose portfolio it was managing; (b) details of the investment portfolio and details of the cost of such investment and estimated yields; (c) statements relating to any incomplete transactions; (d) records required to be maintained by the fund manager; (e) letters of resignation by the fund manager or persons appointed by the fund manager as a nominee for the approved venture capital fund from any directorships made pursuant to the management agreement; (f) particulars of all contact persons for purposes in connection with the investment portfolios; and

82 (g) any other information required to be handed over as stipulated in the management agreement. 36. Appointment of new fund manager The governing body of a registered private equity or venture capital fund shall within one month of the resignation or removal of the fund manager, appoint another fund manager, and shall within seventy-two hours of the appointment, forward to the Authority a copy of the fund manager’s letter of consent to appointment and provide the Authority with a copy of the management agreement with the new fund manager. 37. Suspension or revocation of approval of private equity or venture capital fund The Authority may suspend or revoke the approval of a private equity fund or venture capital fund in accordance with section 62 of the Act. Part VIII―Credit Rating Agencies 38. Application for approval of credit rating agency An application for approval to operate a credit rating agency shall be made to the Authority in Form 2 set out in Schedule 1 to these Regulations, and shall be accompanied by the following― (a) a certificate of incorporation, memorandum and articles of association; (b) a business plan; (c) resumes of the top management staff, management structure, (d) brief on the rating methodology, rating grades and fee structure; (e) a sample of a standard agreement between the rating agency and its clients; and

83 (f) a draft sample “letter of requests” for rating accompanied by a draft of the “information requirements for rating securities.” 39. Core professional capacity (1) An applicant to operate a credit rating agency shall provide evidence of its capacity to perform the role of a credit rating agency. (2) The applicant shall have a background and experience as well as professional expertise to provide the service of a rating agency. (3) An applicant shall either be in the process of appointing or have appointed professionals who have the relevant background in the rating business. (4) The credit rating agency shall be independent and uphold the integrity of persons performing the credit rating function. (5) The Authority may issue guidelines on the manner in which independence and integrity of credit rating referred to in subregulation (4), shall be determined and maintained. Part IX―Transaction adviser and market advisor 40. Transaction adviser and market advisor (1) A person shall not carry on the business of a transaction adviser unless the person has been approved to carry on the business by the Authority. (2) A person shall not be licensed to carry on the business of a market advisor unless the person has been approved to carry on the functions of a market advisor by a stock exchange. (3) An applicant shall submit a letter to the Authority requesting for approval to act as a transaction adviser and shall include the details of the transaction for which the approval is required.

84 (4) An applicant shall submit a letter to the Authority requesting to be licensed as a market advisor and shall submit the approval in sub regulation (2) with the application. 41. Notifications to Authority A transaction adviser shall inform the Authority of― (a) changes to its name, controlling shareholders, its address or places of business; (b) receipt of any written warning or disciplinary communication from any regulatory body; (c) any material adverse change in its financial or operating position, including where it is considering appointing administrators or similar practitioners; or (d) cessation to act for a company for which it was approved to act, and for the reason for ceasing to act. 42. Independence of transaction adviser (1) A transaction adviser shall demonstrate to the Authority that it is independent from and has arms-length dealing with the company for which it acts. (2) Where the Authority requires a transaction adviser to demonstrate clearly that neither its independence nor that of any of its staff has or will be compromised by any potential conflict of interest, the burden of proof shall be upon the transaction adviser. 43. Conflict of interest (1) A transaction adviser shall at all times ensure that it does not have any conflict of interest while performing its duties as a transaction adviser. (2) A transaction adviser shall not― (a) act as both reporting accountant and transaction adviser to the company;

85 (b) have a director, employee or associate of director or employee who holds a position of a director of a company for which the company acts as a transaction adviser; and (c) allow a director or employee or associate of such director or employee to deal in the securities of a company for which the transaction adviser acts as an adviser during any closed period of that company. 44. Maintenance of procedure A transaction adviser shall ensure that it maintains procedures that are sufficient for it to discharge its obligations under these Regulations. 45. Disciplinary action against transaction adviser (1) Where the Authority considers that a transaction adviser is in breach of its responsibilities under these Regulations, the Authority may― (a) issue a warning notice; or (b) withdraw the approval of the transaction adviser. (2) The Authority shall publish on its website, social media platform, or a newspaper of wide circulation the action the Authority has taken and the reasons for that action. Part X―Authorised Registrar 46. Application for approval to operate as authorised registrar (1) An application to operate as an authorised registrar shall be submitted to the Authority in Form 2 set out in Schedule 1 to these Regulations. (2) The application referred to in sub regulation (1) shall be accompanied by the following― (a) a certificate of incorporation, Memorandum and Articles of Association;

86 (b) a business plan including details of the top management staff, management structure including provision of particulars of directors who collectively have experience in conducting registry business; (c) a copy of the latest audited accounts; (d) an undertaking to maintain proper records and render returns; (e) information on necessary infrastructure such as office space, sufficient manpower and records storage and management facilities such as fire proof cabinets, filing cabinets, registers and information systems and back-ups; (f) information on control measures for access to records; (g) proof that the chief executive officer has experience in management and supervision of staff involved in electronic data management and other forms of records maintenance; (h) proof that the senior management and staff meet the fit and proper requirements under the Act and these Regulations; (i) in the event that the applicant is a subsidiary of a Registrar operating in another jurisdiction, a recommendation from the primary regulator; (j) the prescribed fees; and (k) any other information that may be required by the Authority. 47. Duties of authorised registrars An authorised registrar shall carry out all or any of the following actions―

87 (a) track, record and maintain on behalf of issuers the official record of ownership of each issuer’s securities and effect appropriate changes in the register; (b) effect refunds arising from oversubscriptions and rejected applications; (c) make dividend, principal, interest and other distributions to securities holders; (d) distribute right issue circulars and public offer documents; (e) dispatch annual reports, accounts and notices of meetings; (f) collect applications from investors in respect of an issue; (g) participate in share allotment and finalising the list of entitlement as per allotment; (h) process and dispatch allotment letters; and (i) any other role that may be assigned by the Authority. Part XI―Self-Regulatory Organisations 48. Self-Regulatory organisation An organisation, which intends to operate as a self-regulatory organisation, shall in writing apply to the Authority for approval. 49. Approval of self-regulatory organisation The Authority may in respect of an application under regulation 48, subject to such terms and conditions as it considers necessary, by notice in the Gazette, declare an organisation to be a recognised self-regulatory organisation where the Authority is satisfied that the organisation―

88 (a) has a constitution, internal rules and policies of the self￾regulatory organisation that are consistent with the Act and any other law; (b) has appropriate procedures and systems of exercising self￾regulation over its members with the capacity, financial and administrative resources necessary to carry out its functions as a self-regulatory organization, including dealing with a breach of a provision of the Act or of any other applicable standards or guidelines; (c) has board of directors who are fit and proper persons; (d) has a code of conduct for its members; (e) has adequate procedures for dispute resolution; and (f) satisfies such other criteria as may be specified by the Authority. 50. Implementation of self-regulatory organisation An organisation that has been approved as a self-regulatory organisation shall implement a system of self- regulation with respect to its members and shall ensure the day to day management of members’ activities are in accordance with— (a) the rules of the organisation; and (b) the Act and regulations prescribed by the Authority. 51. Rules of self-regulatory organisation (1) The rules of a self-regulatory organisation shall, where applicable, support the self-regulatory functions of the organisation and in particular shall in addition to the conditions under the Act; (a) promote investor protection;

89 (b) promote fair treatment of its members; (c) exclude a person who is not fit and proper from being its member or being appointed as its chief executive, director or officer; (d) promote proper regulation and supervision of its members; (e) promote appropriate standards of conduct of its members; (f) manage any conflict of interest which may arise between its interest and the interest of investors and the general public; (g) ensure that its members and their officers duly comply with the relevant securities laws, regulations and rules; (h) prevent the use of any information by its members or their officers which may result in the members or their officers making an unfair gain; (i) expel, suspend, discipline or sanction a member, if such member contravenes securities laws, regulations and regulations issued by the authority or where relevant, the applicable rules, or an approved central depository; (j) require a member to report any action, restriction or limitation imposed on its operations by any regulator, any other self-regulatory organisation, stock exchange, central depository or any other competent authority; (k) allow an aggrieved member to appeal against any decision of the self-regulatory organisation; and (l) provide for procedures with respect to reporting and accountability to any industry regulatory other than the Authority.

90 (2) An application to amend the rules of a self-regulatory organisation shall be accompanied by― (a) a board resolution; and (b) evidence of stakeholder engagement. (3) The Authority shall before the approval make a written decision concerning any proposed amendments and the amendments shall not have any effect without the Authority’s approval. Part XII―Miscellaneous 52. Alteration of facts disclosed in application (1) An applicant for a licence, registration or approval may give written notice to the authority of any proposed alteration to an application upon the occurrence of an event which an applicant reasonably believes that it affects or may affect in a material respect, any matter in respect of which information was supplied or required to be supplied to the Authority. (2) The alteration in sub regulation (1) shall only be allowed if the event that necessitates the alteration occurs prior to the determination of the application by the Authority. 53. Consideration of applications for licence or approval of authorised activities (1) The Authority shall only receive and consider an application where all the necessary information and documentation for such an application has been provided. (2) The Authority shall inform the applicant of its decision after the complete application has been lodged with it within thirty days from the date of submission of the application. 54. Grant of licence or approval (1) The Authority, upon consideration of an application, shall either grant a licence or approval or reject the application.

91 (2) The Authority shall only grant a licence or approval where all the necessary requirements have been met by the applicant. (3) A licence granted by the Authority shall be in Form in Form 8 set out in Schedule 1 of these Regulations. (4) The Authority shall grant a licence or approval where the Authority is satisfied that the persons engaged or to be engaged as directors or key personnel are fit and proper persons in accordance with the criteria provided in Schedule 2 to these Regulations. 55. Rejection of application for licence or approval (1) Where the applicant has not met all the requirements or the Authority is not satisfied with the information furnished by the applicant and having regard to any other information, or the applicant is not a fit and proper person to carry on the business for which an application for a licence or approval is made, the Authority shall reject the application. (2) The Authority shall give the applicant an opportunity to be heard before it rejects an application for a licence or approval. (3) After the hearing, where the Authority is still of the view that the application should be rejected, the Authority shall issue a notice for rejection of the application in the Form 7 set out in Schedule 1 of these Regulations. 56. Suspension or revocation of licence or approval (1) The Authority shall issue a notice of suspension or withdrawal of approval for a licence or approval that has been suspended or revoked under section 62 of the Act. (2) The notice referred to in subregulation (1) shall be in Form 10 set out in Schedule 1 of these Regulations.

92 57. General conditions (1) The following shall be the conditions for every licence or approval— (a) the licence or approval shall be personal to the applicant and shall not be transferable; (b) a licensee or approved person shall not grant a change in ownership of the business unless notification has been given to the Authority and the Authority has satisfied itself that the new owner is a fit and proper person to take over the ownership of the business; (c) a licensee or approved person shall give written notice to the Authority on the occurrence or alteration of any event which he or she knows affects or may affect in any material respect, any matter in respect of which he or she has supplied or was required to supply information to the Authority in the course of his or her application for that licence; (d) a licensee or approved person shall give written notice to the Authority of any change in the management and staff immediately after the change has taken place, where the holder of the licence is a company, any change in the directors of the company; (e) a licensee or approved person shall comply with any directions which may be given by the Authority in respect of a proposed alteration or occurrence of the event or change notified to the Authority under paragraphs (b) or (c) of this regulation; (f) a licensee or approved person shall not carry on, or hold himself or herself out as carrying on, any securities business other than that permitted by his or her licence;

93 (g) a licensee or approved person shall comply with any other terms or conditions imposed by the Authority. (h) a licensee or approved person shall be required to maintain a professional indemnity, insurance in respect of its personnel or contribute to a guarantee or fidelity fund for purposes of addressing any market anomalies that arise due to a failure on the part of the licensed or approved person, in accordance with the Act and these Regulations. (2) A person shall not hold a licence for a custodian and a fund manager at the same time. 58. Representative licences (1) An approved or licensed person shall not carry on an activity for which that person is approved or licensed without having in its employment at least one representative. (2) A representative shall submit an application to the Authority in Form 4 set out in Schedule 1 of these Regulations. (3) The Authority shall consider the application submitted under subregulation (2) and if satisfied with the application shall issue a representative licence to the employee. 59. Restriction on use of titles (1) A person who is not a broker within the meaning of these regulations shall not use the title of “stock broker” or “dealer” or exhibit at any place a name, title or description implying or tending to create the belief that they are a securities broker or dealer authorised to conduct brokerage or dealing business as contemplated under the Act. (2) A person who does not hold a licence or approval in relation to any activity referred to in section 50 of the Act or in these Regulations shall not use, or by inference, adopt a name or title or description implying or tending to create the belief that he or she is

94 the holder of the relevant licence and entitled to conduct the licensed activity in question. (3) A company that is not an approved securities exchange, shall not, without the consent in writing of the Authority, use or by inference adopt the name or title of “securities exchange” or “stock exchange” or exhibit at any place a name, title or description implying or tending to create the belief that the company is a securities exchange or securities exchange. (4) A person who contravenes this regulation commits an offence and is liable on conviction to a fine not exceeding two hundred currency points or imprisonment not exceeding two years or both. 60. Replacement of licence (1) A licensee may apply to the Authority through a letter for replacement of a licence where the licence is lost, destroyed, obliterated or defaced. (2) The application in sub regulation (1) shall be accompanied by evidence of payment of the prescribed fee. (3) Where the Authority is satisfied that a licence has been inadvertently lost, destroyed, obliterated or defaced, the Authority shall issue a licence to replace the lost, destroyed, obliterated or defaced licence. 61. Renewal and display of licence (1) A licensee or approved person shall display his or her or its licence at all premises in which they transact business with the public. (2) The requirement in sub regulation (1) shall not be taken to be satisfied unless the licence is displayed in such a manner as to be readily visible to the public.

95 (3) A licence shall be valid for one year and shall be renewed annually upon application to the Authority where the applicant has met all the requirements for issuance or renewal of the licence (4) The Application for renewal of a licence shall be accompanied by evidence of payment of the fee set out in Schedule 3 of these Regulations. (5) The application referred to in subregulation (4) shall be in Form 9 set out in Schedule 1 of these Regulations. 62. Publication of approvals and licences (1) The Authority shall publish on its website all approvals and licences. (2) The Authority shall publish once every year, a list of all licenced or approved persons in at least one daily newspaper with national circulation. 63. General duty to comply A licensee or approved person under these Regulations shall at all times comply with all the requirements of the Act and these Regulations and any conditions imposed on it or him or her by the Authority. 64. Form of application for licence An application to the Authority for a licence may be submitted to the Authority in hard copy or electronic form. Part XIII― Offences, penalties and repeals 65. Offences and penalties (1) An approved person who fails, without reasonable excuse, to comply with any of the requirements of these Regulations commits an offence and is liable on conviction to a fine not exceeding five thousand currency points.

96 (2) The Authority may impose other disciplinary action under section 56 or 62 of the Act as it may determine. 66. Revocation of Regulations The following Regulations are revoked― (a) the Capital Markets Authority (Licensing) Regulations, S.I 84 -1; (b) the Capital Markets (Establishment of Stock Exchanges) Regulations, S.I 84 –3; and (c) the Capital Markets (Fund Managers) Regulations, 2004, S.I No. 42 of 2004.

97 SCHEDULE 1- FORMS FORM I Reg. 3 (1), and 7 (1). CAPITALMARKETSAUTHORITY ACT APPLICATION FOR APPROVAL OF A SECURITIES EXCHANGE OR A COMMODITIES EXCHANGE

1. Name of the Company: ……………………………………

2. Registered office: …………………………………………

3. Date of incorporation:………………………………………

4. Postal address……………………………………………..

5. Email address…………………………………………………

6. Location, address and telephone number of principal office ...………………………………………………………………………

7. Website address and Social media handle details\ ...………………………………………………………………………

8. Location, address and telephone number of branch offices ...……………………………………………………………………… ...……………………………………………………………………… ...………………………………………………………………………

9. Details of capital structure: (a) Nominal/authorised capital …………………………… (b) Number of shares ………………………………………. (c) Paid-up capital ……………………………………………

10. Details of the shareholders (please attach list) Name Address and telephone number Number of shares held

98 11. Details of the directors (please attach a list) Name Identity card/ Passport number Date of appointment Date of Birth Permanent address and telephone number Academic or professional qualification Number of shares held in the company

12. Details of the secretary Name Identity card or Passport number. Date of appointment Date of birth. Permanent address and telephone number Academic and professional qualifications Number of shares held in the company if any.
13. Details of the Chief Executive Officers and key personnel Name Identity card or Passport number. Date of appointment Date of birth. Permanent address and telephone number Academic and professional qualifications Number of shares held in the company.
14. Particulars of other directorship (s) of the directors and chief executive officer. …………………………………………………… ...………………………………………………………………………
15. Particulars of shares held by the directors and chief executive officer in other companies ...……………………………………………………………………… ...………………………………………………………………………
16. Has the applicant or any of its directors, secretary or members of senior management at any time been placed under receivership,

99 declared bankrupt or compounded with or made an assignment for the benefit of his creditors in Uganda or elsewhere? Yes/No. If “Yes”, give details……………………………………… ...……………………………………………………………………… ...……………………………………………………………………… ...……………………………………………………………………… 17. Has any director, secretary or key personnel of the applicant been a director of a company that has been denied any licence or approval under the Capital Markets Authority Act or equivalent in any other jurisdiction: Yes/No If Yes, give details…………………………………………………… ...……………………………………………………………………… ...……………………………………………………………………… ...……………………………………………………………………… 18. Has a director of a company providing banking, insurance, financial or investment advisory services whose licence has been revoked by the appointing Authority: Yes/No. If Yes, give details…………………………………………… ...……………………………………………………………………… ...……………………………………………………………………… ...………………………………………………………………………

19. Has any director, secretary or key personnel of the applicant been subjected to any form of disciplinary action by any professional body of which the applicant or any of its director was a member? Yes/No. if Yes, give details ………………………………………… ...……………………………………………………………………… ...……………………………………………………………………… ...………………………………………………………………………
20. Has any court found that the applicant, or a person associated with the applicant was involved in the violation of the Capital Markets Authority Act or Regulations thereunder or any other law governing the financial sector within or outside Uganda?

100 Yes/No. If Yes, give details ……………………………………… ...……………………………………………………………………… ...……………………………………………………………………… 21. Is the applicant or a person associated with the applicant subject to any proceedings that could result in a “yes” answer to question 19 above. Yes/No. If “yes” give details………………………………………. ...……………………………………………………………………… ...……………………………………………………………………… 22. Is the applicant, any shareholder, director or secretary of the applicant a member or director of a member company of any securities exchange, derivatives exchange or commodities exchange? Yes/No. If “yes” give details.. …………………………………… ...……………………………………………………………………… ...……………………………………………………………………… 23. Have any shareholder, director or secretary of the applicant, a member or director of a member company of any securities exchange, derivatives exchange or commodities exchange been― (a) refused admission as a commodity member of any securities organisation? Yes/No. if Yes, give details…………………………………. ...……………………………………………………………………… ...……………………………………………………………………… (b) expelled from or suspended from trading on any securities organisation? Yes/No if Yes, give details……………………………… ...……………………………………………………………………… ...……………………………………………………………………… (c) subjected to any other form of disciplinary action by any securities, derivatives or commodity exchange? Yes/No if Yes, give details…………………………………………………… ...……………………………………………………………………… ...……………………………………………………………………… ...………………………………………………………………………

101 24. Business references: Name Address Telephone number(s) Occupation 25. Profile of the chief executive officer and key personnel in the applicant company ...……………………………………………………………………… ...……………………………………………………………………… ...……………………………………………………………………… 26. List of office facilities of the applicant……………………….. ...……………………………………………………………………… ...……………………………………………………………………… ...……………………………………………………………………… 27. Any other additional information considered relevant to this applicant ...……………………………………………………………………… ...……………………………………………………………………… We………….......… (Director) ………………...…... (Director) and……………………………………….(Secretary) declare that all the information given in this application and in the attached documents is true and correct. Dated this…………day of………………..20…. Signed: ………………………………………………………) Director ……………………………………………………….) Director ……………………………………………………..) Secretary Note: Please attach the documents and details referred to in regulation 3 and 12.

102 We enclose two copies each of the following documentation required to accompany the application― (a) certified copies of the memorandum and articles of association (b) proposed rules of the securities exchange or commodities exchange; (c) the business Plan (d) details of the trading system clearing and settlement systems proposed to be adopted by the applicant; proposed to be adopted (f) business continuity plan (g) governance of the exchange – list of directors indicating whether the director is executive, non-executive or /and independent (h) completed fit and proper assessment form for each director including senior management and chief executive officer accompanied by a photograph in their true likeness. Dated at ……………this ………. day of …………………20…….. Signed by Name: …………………………………….. Designation:……………………………… Signature: ………………………………… *Delete as necessary. If space is insufficient to provide details, please attach annexure(s). Any annexure(s) should be identified as such and signed by the signatory of this application. Information provided should be as at the date of application

103 FORM 2 Reg 22, 27(1), 38, 46(1) CAPITAL MARKETS AUTHORITY ACT APPLICATION FOR A LICENCE/ RENEWAL OF LICENCE TO CONDUCT THE BUSINESS OF AN INVESTMENT ADVISER, FUND MANAGER, INVESTMENT HOUSE, STOCK BROKER, DEALER OR CREDIT RATING AGENCY AUTHORISED REGISTRAR OR CUSTODIAN Application is made for Credit rating agency /authorised registrar / custodian /stockbroker/ dealer/ investment adviser/ fund manager / investment house/dealer (tick as appropriate) licence/renewal of licence (delete where inapplicable) under the Act and the following statements are made in respect thereof: Note If space is insufficient to provide details, please attach annexure(s). Any annexure(s) should be identified as such and signed by the signatory of this application. Information provided should be as at the date of the application or renewal.

1. Name of company ...................................................................
2. Registered office .......................................................................
3. Date of incorporation ................................................................
4. Postal address ...........................................................................
5. E-mail address ……………………………............................
6. Location, address and telephone number of principal office ………………………………………………………………………
7. Location, address and telephone number of branch offices ………………………………………………………………………
8. Details of capital structure: (a) Nominal capital (Ugshs.) ……………………………………

104 (b) Number of shares …………………………………….. (c) Paid-up capital (Ugshs) ……………………………….. 9. Description of securities applicant intends to deal in, where applicable. ……………………………………………………………………… ……………………………………………………………………… ……………………………………………………………………… ……………………………………………………………………… ……………………………………………………………………… ……………………………………………………………………… ……………………………………………………………………… ………………………………………………………. 10. Shareholders (or investors) Name Address and telephone number Number of shares held 11. Details of the directors Name Identity card or Passport number. Date of appointment Date of birth. Permanent address and telephone number Academic and professional qualifications Number of shares held in the company. 12. Details of the secretary Name Identity card or Passport number. Date of appointment Date of birth. Permanent address and telephone number Academic and professional qualifications Number of shares held in the company 13. Details of the chief executive and other key personnel Name Identity card or Passport number. Date of appointment Date of birth. Permanent address and telephone number Academic and professional qualifications Number of shares held in the company

105 14. Particulars of other directorship(s) of the directors and secretary. ……………………………………………………………………… 15. Particulars of shares held by directors or secretary in other companies ……………………………………………………………………… 16. Has the applicant or any of its directors, secretary or members of senior management at any time been placed under receivership, declared bankrupt, or compounded with or made an assignment for the benefit of his creditors, in Uganda or elsewhere? Yes/ No. If ‘yes’, give details ……………….……………………………………………………… 17. Has any director, secretary or senior management of the applicant been a director of a company that has been― (a) denied any licence or approval under the Capital Markets Authority Act or equivalent legislation in any other jurisdiction: Yes/No. If Yes, give details. ……………………………………………………………………… (b) a director of a company providing banking, insurance, financial or investment advisory services whose licence has been revoked by the appropriate authority? Yes/No. If Yes, give details. ……………………………………………………………………… (c) subjected to any form of disciplinary action by any professional body of which the applicant or any of its director was a member? Yes/ No. If yes, give details. ……………………………………………………………………… 18. Has any court ever found that the applicant, or a person associated with the applicant was involved in a violation of the Capital Markets Authority Act or Regulations thereunder, or equivalent law outside Uganda ? Yes / No. If ‘yes’, give details. ………………………………………………………………………

106 19. Is the applicant and/or a person associated with the applicant now the subject of any proceeding that could result in a ‘yes’ answer to the above question (15)? Yes/ No. If ‘yes,’, give details. ……………………………………………………………………… 20. Is the applicant, or any shareholder, director or the secretary of the applicant, a member or director of a member company of any securities exchange? Yes/ No. If ‘yes’, give details. ……………………………………………………………………… 21. Have any shareholder, director or the secretary of the applicant, a member or director of a member company of any securities exchange been refused admission as a trading participant of any securities organisation? Yes / No. If ‘yes’, give details ……………………………………………………………………… 22. Have any shareholder, director or the secretary of the applicant, a member or director of a member company of any securities exchange been expelled from or suspended from trading on any securities organisation? Yes/No. If ‘yes’ give details ……………………………………………………………………… 23. Have any shareholder, director or the secretary of the applicant, a member or director of a member company of any securities exchange been subjected to any other form of disciplinary action by any stock exchange? Yes/No. If ‘yes’, give details. ……………………………………………………………………… 18. Business references: Name Address Telephone number(s) Occupation

107 19. Profile of the chief executive and key employees in the applicant company: ……………………………………………………………………… ……………………………………………………………………… ……………………………………………………………………… ……………………………………… 20. List the office facilities of the applicant ……………………………………………………………………… 21. State the exact nature of the activity to be carried on which obliges the applicant to apply for a licence from the Capital Markets Authority. ……………………………………………………………………… 22. State securities exchange at which the applicant intends to seek admission as a trading participant ……………………………………………………………………… 23. Any other additional information considered relevant to this application: ……………………………………………………………………… We ……………………(Director), ……………………… (Director) and ………………………………. (Secretary) declare that all the information given in this application and in the attached documents is true and correct. Dated this …………… day of …………………. 20 …….. Signed: …………………………………………… ) Director …………………………………………….) Director ……………………………………………) Secretary Note: The following shall be submitted with the application for a licence― (a) a certified copy of the memorandum and articles of association;(and in case of renewal, any changes in the memorandum and articles of association)

108 (b) a certified copy of the certificate of incorporation; (c) a business plan complying with the requirements of these Regulations; (d) management accounts for the period not exceeding six months prior to the date of application and audited annual accounts for the preceding two years (in the case of application of licence) and audited annual accounts for the preceding year (in the case of renewal of licence); (e) a declaration by the directors as to whether after due enquiry by them in relation to the interval between the date to which the last accounts have been made and a date not earlier than fourteen days before the date of the application― (i) the business of the company has, in their opinion, been satisfactorily maintained; (ii) there have, in their opinion, arisen any circumstances adversely affecting the company’s trading or value of its assets; (iii) there are any contingent liabilities by reason of any guarantees given by the company or any of its subsidiaries; (iv) there are, since the last annual accounts, any changes in published reserves or any unusual factors affecting the profit of the company or any of its subsidiaries. (f) copy of the bank guarantee to be lodged with the securities exchange or the central depository (where applicable). (g) a declaration by persons authorised as prescribed to accompany the application form; and (h) proof of payment of application fee.

109 FORM 3 CAPITAL MARKETS AUTHORITY ACT Reg. 15 (1) APPLICATION FOR A LICENCE TO CONDUCT THE BUSINESS OF A COMMODITIES BROKER PART I—COMPANIES (To be completed only by applicants who are companies)

1. Particulars of the Company (a) Name of company ___________________________________ (b) Registered office ____________________________________ (c) Date and place of incorporation _________________________ (d) Address, telephone and fax numbers of principal place at which the business of the applicant is to be carried on _________

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2. Details of capital structure— (i) authorised capital, __________________ shillings (ii) paid-up capital, ____________________ shillings (iii) types of shares issued _________________________
3. Details of shareholders— Name Address Amount of shares held Date of acquisition
4. Particulars of directors and secretary Name Residential address Date of birth Educational qualifications Office held Date of appointment

110 5. Set out the name and address of each person who, directly or indirectly, exercises or has power to exercise a controlling influence over the management and policies of the applicant other than those shown as directors. _______________________________________

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PART II―DUE DILIGENCE (To be completed by all applicants, whether companies or individual applicants.) 6. Internal control mechanisms (a) State the type of clients with whom the applicant proposes to do business

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(b) Describe in detail the organisational structure and internal control procedures which the applicant has adopted or proposes to adopt for the proposed business

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(c) State in detail the experience of the applicant and his or her management staff in the proposed business

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(d) State in detail the activity and the manner in which the applicant proposesto conduct the businessfor which the applicant requires a commodities broker’s licence. _________________________

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(e) Is the applicant or any director or secretary of the applicant company a director of any company in Uganda or elsewhere? ___________ Answer “Yes” or “No”; if “Yes”, give details of—

111 (i) names of companies ________________________ (ii) places of incorporation ________________________ and (ii) dates of appointment ____________________________ (f) (Answer “Yes” or “No” in the space provided. If “Yes”), attach annexures giving all relevant particulars.

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(g) Has the applicant or any director or secretary of the applicant company within the past ten years— (i) been licensed or registered in any place under any law which requires licensing or registration in relation to dealing in securities? ____________________________ (ii) been licensed, registered or otherwise authorised by law to carry on any trade, business or profession in any place?

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(iii) been refused the right or restricted in its or his or her right to carry on any trade, business or profession for which a specific licence, registration or other authority is required by law in any place?

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(iv) been suspended from membership of any securities exchange or otherwise disciplined by a securities exchange? ______________ (v) been refused membership of any securities exchange?

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(vi) been known by any name other than the name or names shown in this application? _________________________ (vii) had judgment, including findings in relation to fraud, misrepresentation or dishonesty, given against him or her in any civil proceedings in Uganda or elsewhere?

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(viii) (If “Yes”, using an annexure, give full details, including whether judgment is unsatisfied.)

112 (ix) been declared bankrupt or compounded with or made an arrangement for the benefit of his or her creditors, in Uganda or elsewhere?

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(x) been refused a fidelity or surety bond in Uganda or elsewhere?

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7. Details of the employment and business activities of the applicant or of each director and secretary of the applicant company during the previous ten years. Name of individual applicant or director or secretary of applicant company Name and address of employer (if self￾employed,so state) Nature of business or activity Description of duties in relation to the employment Period of employment or activity (give exact dates)
8. Additional information Set out additional information (including any formal qualifications or training and the name of the institution that conducted the course) considered relevant to this application.
9. References Set out below details of two persons (who are not related to the applicant, and neither of whom shall have any interest in the success or otherwise of this application) with whom the applicant or each director or secretary of the applicant company has had regular contact over the past five years and of whom the Authority may inquire regarding the applicant’s character and reputation. Name Address Occupation

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113 10. I am aware of the provisions of section 54 of the Act relating to false statements made in applications. 11. I declare that all information given in this application and in the attached annexures (if any) is true and correct.

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Dated this……day of …………….. 20.……

1. ……………………………… (Name and signature of Applicant)
2. …………………… (Name and signature of applicant/director/
3. .....................................……… (name and signature of secretary)

114 FORM 4 Reg. 58(2) THE CAPITAL MARKETS AUTHORITY ACT. APPLICATION FOR REPRESENTATIVE’S LICENCE

1. Particulars of the applicant (a) Name of applicant ____________________________________ (b) Residential address ___________________________________ (c) Tel. No __________________ Fax No. ___________________ (d) Date of birth ________________________________________ (e) Place of birth ________________________________________ (f) Number of years applicant has resided in Uganda ___________ (g) Nationality _________________________________________
2. Occupation for which representative’s licence is sought (a broker or dealer’s representative/an investment representative licence etc)

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3. Particulars of the principal (a) name of principal ____________________________________ (b) address at which the business of the principal is to be carried on

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(c) telephone no. _______________________________________ (d) nature of business of the principal _______________________ (e) present remuneration arrangement with principal (salary, commission or both)

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(f) Directorship in companies in Uganda or elsewhere ___________

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4. Due diligence (Answer “Yes” or “No” in space provided. If “Yes attach annexures giving all relevant particulars)

115 Has the applicant within the past ten years— (a) been licenced or registered in any place under any law which requireslicensing orregistration to deal ortrade in securities or act as investment adviser? _______________________________ (b) been licenced, registered, or otherwise authorised by law to carry on any trade, business or profession in any place? ____________ (c) been refused the right or restricted in his or her right to carry on any trade, business or profession for which a specific licence, registration or other authority is required by law in any place?

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(d) been a shareholder in a member firm of any securities exchange?

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(e) been suspended from membership of any securities exchange or otherwise disciplined by a securities exchange? ______________ (f) been refusedmembership of any securities exchange? _________ (g) carried on business under any name other than the name or names shown in subregulation 1(a) of this application?

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(h) been convicted of any offence, other than a traffic offence, in Uganda or elsewhere or are there any proceedings now pending whichmay lead to such a conviction? ______________________ (i) had judgment including findings in relation to fraud, misrepresentation or dishonesty given been against him or her in any civil proceedingsin Uganda or elsewhere? ______________ (If “Yes”, attach annexure giving full details, including whether judgment is unsatisfied.) (j) been refused a fidelity or surety bond in Uganda or elsewhere?

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(k) been declared bankrupt or compounded with or made an arrangement for the benefit of his or her creditors in Uganda or elsewhere? _________________________________________

116 (l) been disqualified as a director of a company, or been a director of a company that has gone into receivership or liquidation in Uganda or elsewhere? _________________________________ (m) had any experience in performing the functions of a dealer’s representative or an investment representative? _____________ (Answer “Yes” or “No”. If “Yes”, attach annexures giving all relevant particulars) 5. Set out below details of the applicant’s employment and business activities during the previous ten years. Name and address of employer (if self employed, state so) Nature of business or activity Description of duties in relation to employment Employment or activity (give exact dates) 6. Set out below details of two persons (who are not related to the applicant and neither of whom has any interest in the success or otherwise of this application) with whom the applicant has had regular contact over the past five years and of whom theAuthority may inquire regarding the applicant’s character and reputation— Name Address Occupation 7. Does the applicant have an interest in one or more shares in any company, the shares of which are quoted on a securities exchange, the aggregate of the nominal amount of which constitutes not less than 5 percent of the aggregate of the nominal amount of all issued shares of the company? ______ (Answer “Yes” or “No”. If “Yes”, give full details of the interest including names of companies and percentage of interest.)

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117 8. Set out any additional information (including any formal qualifications or training of the applicant and the name of the institution that conducted the course) considered relevant to this application. 9. I am aware of the provisions of section 54 of the Act relating to false statements made in applications. 10. I declare that all information given in this application and in the attached annexure (if any) is true and correct.

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Dated this ………..day of………………., 20… ………………………(Signature) (Applicant)

118 FORM 5 Reg. 30 (2) CAPITAL MARKETS AUTHORITY ACT, APPLICATION FOR REGISTRATION AS A PRIVATE EQUITY OR VENTURE CAPITAL FUND Please attach annexure(s) where necessary. Any annexure(s) should be clearly identified.

1. Name of Applicant ………………………………………………
2. Date of establishment …………………………………………
3. Partnership /Trust /Company Number …………………………
4. Physical and PostalAddress of principal office ………………… …………………………………………………………………
5. Registered Office ………………………………………………
6. Telephone: ………………………………………………………
7. Fax No: …………………………………………………………
8. Email address: …………………………………………………
9. Details of capital structure: (a) Nominal capital (Ugshs.) ……………………………. (b) Number of shares …………………of (Ugshs) …………each. (c) Paid-up capital (Ugshs) ……………………………………… (d) Number and broad description of fund: (e) Components (of each Fund): (i) Equity ……………………………………………………… (ii) Shareholder Loans ………………………………………… (iii) Debt ……………………………………………………… (iv) Other (Explain) ……………………………………………
10. Details of subsidiary and associate companies with the percentage of shareholding in each.

119 ………………………………………………………………………... ……………………………………………………………………… ……………………………………………………………………… 11. Details of holding and affiliated companies with percentage of shareholding of the holding company. ……………………………… ……………………………………………………………………… 12. Provide the following details in respect of each Director/ Partner/ Trustee and the Secretary. In respect of each individual copies of the national identify cards or passport shall be annexed. (a) Name …………………………………………………………… (b) Previous names (if any) ……………………………………… (c) Year and place of birth ………………………………………… (d) Nationality and how acquired ………………………………… (e) Identification Card/ Passport number and date issued ………… (f) Postal address & telephone number ……………..…………… (g) Number of shares held in Applicant ……………...…………… (h) Shareholdings (directly or indirectly) in other Companies ………………………………………………………………… (i) Directorships in Companies /other Partnerships ……………… (j) Educational qualifications and year obtained …….................... (k) Professional qualifications and year obtained:………………… (l) Memberships of professional bodies …………………………… (m) Employment/business record..………………………………… (n) Specific experience related to the provision of venture capital……….……………….................... in case of Secretary: (o) Registration No. ………………………… (p) Practising Certificate No. ………………….. 13. Particulars of the auditor of the approved venture capital fund (a) Name: ……………………………………………………... (b) Physical & postal Address: ……………………………..……...

120 (c) Telephone: ……………………………………………………… (d) Email address: ………………………………………………… (e) Fax: …………………………………………………………… (f) Practising Certificate No. ………………………………………. Provide individual responses to the following questions in respect of each of the shareholders, Partners/directors and secretary : 14. Have you at any time been placed under receivership, declared bankrupt, or compounded with or made an assignment for the benefit of creditors, in Uganda or elsewhere? If ‘yes’, give details ……………….……………………………………………………… ……………………………………………………………………… 15. Have you been a Partner director, shareholder or manager of a company /Trust/Partnership that has been: (a) denied any licence, approval or registration to carry out business in the financial sector in any jurisdiction, or had such licence been withdrawn after it was made or any authorisation revoked: Yes/No. If Yes, give details. ……………………………………………………....................…… ........... ……………………………………………………………… (b) a director of a company providing banking, insurance, financial or investment advisory services whose licence has been revoked by the appropriate authority? If Yes, give details. ……………………………………………………………………… ........... ………………………………………………………………… (c) subjected to any form of disciplinary action, censure, warned as to future conduct or publicly criticized by any regulatory authority or professional body in any country with regard to competence, soundness of judgment or otherwise. If yes, give details. ……………………………………………………………………... ............ ……………………………………………………………..

121 16. Have you been involved in a violation of any law designed for protecting members of the public against financial loss due to dishonesty or incompetence. If ‘yes’, give details. ……………………………………………………………………… ……………………………………………………………………… 17. Have you at any time been convicted of any criminal offence in any jurisdiction? If so, give particulars of the court in which you were convicted, the offence, the penalty imposed and the date of conviction. ……………………………………………………………………… ……………………………………………………………………… 18. Have you or any entity in which you are or have been associated as a director, shareholder or manager, been the subject of an investigation, in any country, by a government department or (including tax authorities), professional association or other regulatory body? If ‘yes’, give details. ……………………………………………………………………... 19. Are you and/or a person associated with you now the subject of any proceeding that could result in a ‘yes’ answer to the above questions (19), (20), (21) and (22)? If ‘yes,’, give details. ……………………………………………………………………… ……………………………………………………………………… 20. Are you a shareholder or director of a member company of any securities exchange? If ‘yes’, give details. ……………………………………………………………………… ……………………………………………………………………… (2) Have you been― (a) refused membership of any securities organisation? If ‘yes’, give details ………………………………………………… ………………………………………………………………… (b) expelled from or suspended from trading on or membership of any securities organisation? If ‘yes’ give details …………………………………………………………….. ………………………………………………………………

122 (c) subjected to any other form of disciplinary action by any stock exchange? If ‘yes’, give details. ……………………………………………………………… ……………………………………………………………… We ………………(Director/Partner), ………....…(Director/Partner) and ………………(Secretary) declare that all the information given in this application form is complete and true. Dated this …………………… day of ……………………. 20 ….. Signed: ………………………………….......…….................. (Director) ……………………………………………………….(Director) ……………………………………………………….(Secretary)

123 FORM 6 Reg. 30 (4) CAPITAL MARKETS AUTHORITY ACT, APPLICATION FOR REGISTRATION AS A PRIVATE EQUITY FUND OR A VENTURE CAPITAL FUND Please attach annexure(s) where necessary. Any annexure(s) should be clearly identified.

1. Name of Applicant ……………………………………………
2. Date of establishment …………………………………………
3. Company Number ……………………………………………
4. Physical and Postal Address of principal office……………… ………………………………………………………………………
5. Registered Office ………………………………………………
6. Telephone: ………………………………………………………
7. Fax No…………………………………………………………
8. Email Address: …………………………………………………
9. Details of the Fund Manager/ General Partner: Name Address
10. Total funds under management or size of Fund (Ugx/US $) ………………………………………………………………………
11. Details of shareholders (Limited Partners) Name Address

124 10. Details of Investee Companies Name of Investee Sector We ……………………(Director), ………....………… (Director) and ………………(Secretary) declare that all the information given in this application form is complete and true. Dated this ………………… day of ……………………. 20 ….. Signed: ……………………………………….… (Director) ………………………………………….(Director) …………………………………………(Secretary)

125 FORM 7 Reg. 55 (3) THE CAPITAL MARKETS AUTHORITY ACT NOTICE OF REFUSAL TO GRANT LICENCE To ............................... ............................... ............................... RE: ............................................................................................. TAKE NOTICE that upon consideration of your application for a licence to act as a ……………………. in accordance with the provisions of the section 50(1) of the Act and the Regulations made thereunder, the Authority has not found merit in your application and rejects the same due to the following reasons― ............................................................................................................... ............................................................................................................... Dated this…………….day of……………………………, 20…….. ......................................... ………………………… Chief Executive Officer Secretary to the Board

126 FORM 8 Reg. 54 (3) THE CAPITAL MARKETS AUTHORITY ACT. Licence No. Licence This licence is granted to ________________________ (name) of

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(address) and authorises the person herein named to conduct or carry on the business of _________________________ (type of business) in Uganda for one year beginning ___________________ and ending ____________________ (both dates inclusive). This licence is issued subject to compliance of the requirements of the Capital Markets Authority Act, the Regulations made under the Act and any other conditions as may be stipulated by the Authority and by the securities exchange of which the applicant is or proposes to be a member. Dated this ………….. day of …………….20…… ......................................... …….…….…………. Chief Executive Officer Secretary to the Board

127 FORM 9 Reg. 61 (5) THE CAPITAL MARKETS AUTHORITY ACT APPLICATION FOR RENEWAL OF LICENCE.

1. Particulars of the applicant (a) Applicant’s name ____________________________________ (b) Licence No. ________________________________________ (c) Expiry date of licence _________________________________ (d) Residential address ___________________________________ (e) Telephone No. ______________________________________ (f) Fax No. ____________________________________________ (g) Present remuneration arrangement with principal; (salary, commission or both).
2. Due diligence (Answer “Yes” or “No” in the space provided. If “Yes”, attach annexures giving all relevant particulars.) Since the last application has the applicant— (a) been suspended from membership of any securities exchange or otherwise disciplined by a securities exchange?_______________ (b) been convicted of any offence other than a traffic offence in Uganda or elsewhere or are there any proceedings now pending whichmay lead to such a conviction? ______________________ (c) has judgment, including findings in relation to fraud, misrepresentation or dishonesty been given against him or her in any civil proceedings in Uganda or elsewhere? ___________

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(If “Yes”, using an annexure, give full details, including whether judgment is unsatisfied.)

128 (d) been declared bankrupt or compounded with or made an arrangement for the benefit of his or her creditors in Uganda or elsewhere? _________________________________________ (e) been engaged in the management of any company other than those referred to in the last application? ____________________ (f) been a director of any company other than those referred to in the last application? __________________________________ (g) been refused a fidelity or surety bond in Uganda or elsewhere?

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(h) been the subject of any disciplinary action taken by his or her firm? _____________________________________________ (i) been disciplined by any professional or other membership body?

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3. I am aware of the provisions of section 54 of the Act relating to false statements in applications.
4. I declare that all information given in this application and in the attached annexure (if any) is true and correct. Date ___________________________________________________ Signature _______________________________________________ Name of applicant ________________________________________

129 FORM 10 Reg. 56 (2) THE CAPITAL MARKETS AUTHORITY NOTICE OF REVOCATION OF LICENCE To ......................................................................................................... Following the notice of intention to revoke a licence served on you on the …...........day of…..........., 20…............ and consequently, the consideration of the presentations you made to the Authority TAKE NOTICE that the Authority hereby revokes the licence issued to you on ...................…. day of day of ……. 20…..; licence No…....................…for the following reasons:― ............................................................................................................... ............................................................................................................... TAKE FURTHER NOTICE that you are to cease operations as at………….with immediate effect. Dated this…………………day of…………………………20….. ......................................... …………………………… Chief Executive Officer Secretary to the Board

130 SCHEDULE 2 Reg 3 (2) (i), 9 (f), 11 (2), 16 (b), 49 (c), 54 (4), 55 (1), 57 (1) (c) CRITERIA FOR ASSESSING A FIT AND PROPER PERSONS

1. Application of fit and proper requirements (1) These requirements apply to directors or senior managers of an approved person. (2) In assessing fitness and propriety, the Authority will take into account a person‘s―
2. Honesty, integrity and reputation. This includes an assessment of whether the person has― (a) been convicted of any criminal offence; (b) been the subject of any adverse finding or any settlement in civil proceedings, particularly in connection with investment or other financial business,misconduct,fraud or the formation or management of a body corporate; (c) been the subject of, or interviewed in the course of, any existing or previous investigation or disciplinary proceedings, by the Authority, by other regulatory authorities (including a previous regulator), clearing houses and securities exchanges, professional bodies, or government bodies or agencies; (d) been the subject of any proceedings of a disciplinary or criminal nature, or has been notified of any potential proceedings or of any investigation which might lead to those proceedings; (e) contravened any of the requirements and standards of the regulatory system or the equivalent standards or requirements of other regulatory authorities (including a previous regulator), clearing houses and commodities

131 or securities exchanges, professional bodies, or government bodies or agencies; (f) been the subject of any justified complaint relating to regulated activities; (g) been involved with a company, partnership or other organisation that has been refused registration, authorisation, membership or a licence to carry out a trade, business or profession, or has had that registration, authorisation, membership or licence revoked, withdrawn or terminated, or has been expelled by a regulatory or government body; (h) as a result of the removal of the relevant licence, registration or other Authority, the person has been refused the right to trade, business or profession requiring a licence registration or other related business. (i) been a director, partner, or concerned in the management, of a businessthat has gone into insolvency, liquidation or administration while the person has been connected with that organisation or within one year of that connection; (j) or any business with which the person has been involved, has been investigated, disciplined, censured or suspended or criticized by a regulatory or professional body, a court or Tribunal whether publicly or privately; (k) been dismissed, or asked to resign and resigned, from employment or from a position of trust, fiduciary appointment or similar; (l) ever been disqualified from acting as a director or disqualified from acting in any managerial capacity; (m) In the past, the person has been candid and truthful in all his dealings with any regulatory body and whether the person demonstrates a readiness and willingness

132 to comply with the requirements and standards of the regulatory system and with other legal, regulatory and professional requirements and standards. 3. Competence and capability. This includes an assessment of whether the person― (a) satisfies the relevant training and competence requirements in relation to the functions they are required or intend to perform; (b) has demonstrated by experience and training, ability to perform the required functions. Without prejudice to the general effect of subsection (a) and (b) the above persons shall have knowledge and experience in Finance, investments, law, corporate governance. 4. Financial soundness. This includes an assessment of whether― (a) The person has been the subject of any judgment debt or award, in Uganda or elsewhere, that remains outstanding or was not satisfied within a reasonable period; (b) in the Uganda or elsewhere, the person has made any arrangements with his creditors, filed for bankruptcy, had a bankruptcy petition served on him, been adjudged bankrupt, been the subject of bankruptcy restrictions order (including an interim bankruptcy restriction order offered as a bankruptcy restrictions undertaking, had assets sequestrated, or been involved in proceedings relating to any of these, has gone through a scheme of arrangements, restructure, liquidation or insolvency proceedings .

133 SCHEDULE 3 Reg 3(1), 6(1), 8 (d), 32 (2) (a), 11 (1), 19 (2) (a), 23, 28 (1) (d), 30(3)(j) Item Approval Category Fees (Ugx) 1 Stock broker Licence (a) application fee – 750,000 (b) annual Licensing and renewal fees – 2,000,000 2 Dealer Licence (a) application fee – 750,000 (b) annual licensing and renewal fees – 1,000,000 3 Broker / Dealer Licence (a) application fee – 750,000 (b) annual licensing and renewal fees – 2,500,000 4 Commodities broker Licence (a) application fee – 750,000 (b) annual licensing fee – 2,000,000 5 Investment advisor Licence (a) application fee – 250,000 (b) annual licensing and renewal fees – 1,000,000 6 Fund manager Licence or approval (a) application fee – 750,000 (b) annual licensing and renewal fees – 3,700,000 7 Representative licence (a) application fee – 150,000 (b) annual licensing and renewal fees – 500,000 8 Custodian Licence (a) application fee – 750,000 (b) annual licensing and renewal fees – 2,000,000

134 9 Credit rating agency licence (a) application fee – 750,000 (b) annual licensing and renewal fees – 2,000,000 10 Investment house licence (a) application fee – 750,000 (b) annual licensing and renewal fees – 5,000,000 11 Authorisation for a Registrar (a) application fee – 750,000 (b) annual licensing and renewal fees – 1,000,000 12 Private equity or Venture capital fund registration (a) registration application fee – 750,000 (b) annual registration fees – 1,000,000 13 Securities exchange approval (a) application fee – 10,000,000 (b) annual fee –UGX 7,500,000 14 Commodities exchange approval (a) application fee – 7,000,000 (b) annual fee – UGX 5,000,000 15 Transaction adviser approval application and approval fee – 2,000,000 16 Underwriter approval application and approval fee – 2,000,000 17 Replacement of licence replacement fee – 50,000 18 Certification of licence Certification fee – 50,000 SAUL SSEREMBA Chairperson, Capital Markets Authority