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Publisher EXCHANGE TEAM Chief Editor Carol Karugu ckarugu@nse.co.ke Sub Editor Susan Kabui skabui@nse.co.ke French Translation Emma Wenani wenani.emma@gmail.com The Exchange Committee Members Joseph Kitamirike (Chairman, CEO - USE) Peter Mwangi (Member, CEO - NSE) Donald Ouma (Member - NSE) Harriet Kiwanuka (Member - USE) Emanuel Nyalali (Member - DSE) Celestin Rwabukumba (Member - ROTC) Contributors Evelyne Ogutu Caleb Atemi Handerson Mwandembo Kinoti Gatobu Felix Okatch Cathy Mputhia Isaac Rutenburg Sammie Kamuti

Design Kichimbi Brand Solution kichimbibrand@gmail.com Photography Shutterstock, Image Library Advertising Sales info@nse.co.ke skabui@nse.co.ke TEL: 254 (020) 2831000

Distributed by Nation Media Publishing in Uganda, Tanzania, Kenya and Rwanda. The Exchange Magazine is owned by Nairobi Stock Exchange, Uganda Securities Exchange, Rwanda OTC Market and Dar es Salaam Stock Exchange.

All rights reserved. Reproduction in whole or in part without written permission of the editor is strictly prohibited. The greatest care has been taken in compiling this magazine publication. However, no responsibility can be accepted by the publishers or compilers for accuracy of the information presented.

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CONTENTS

10 Region Analysis

32 Inspired Horizon

44 Since I Got Listed

How the Markets and their Economics are doing.

When Ian Kabiru quit his well paying job at a multinational to venture into business, he thought all will be a rosy affair

KQ flies Kenyan flag high in rapid route and fleet expansion plan

22 EASEA

The establishment of the Tanzania Mortgage Refinance Company Limited (TMRC)

24 Intellectual Property

Does your Business have a social media presence? It should.

26 Capital Markets as a

Dependable Spring Board “NSE SMEx Draft Regulation, A Welcome Alternative for SME Financing”

28 Bagamoyo The story of Bagamoyo is written in tears and blood. It is a narrative that can move even the most callous of hearts to sobs and tears

34 Capital Markets James Muratha, the current regional director of Stanbic Investments, has spent much of his career working in Canada’s financial sector and knows of how part of Canada’s beautiful city of Toronto came up:

36 Book Review Economic Gangsters Corruption, Violence & the Poverty of Nations

40 C.I.C Micro Insurance The Sultan of the Co-operative Movement Insurance Company: Nelson C. Kuria, on Micro Insurance and SMEs

46 Since I Got Listed From very humble beginnings dating back to 1896 when its predecessor, the National Bank of India opened its very first outlet in Zanzibar, KCB has grown to become Eastern Africa’s premier banking institution that provides financial services to both the retail and corporate sectors

48 Since I Got Listed The Fall & Rise of Uchumi “We found out the fate of the company on TV. It was shocking and terrifying and we did not know whether we still had jobs or not. It was a period of wait and see”, recalls head of ICT Charles Thuku.

All rights reserved. Reproduction in whole or in part without written permission of the editor is strictly prohibited. The greatest care has been taken in compiling this magazine publication. However, no responsibility can be accepted by the publishers or compilers for accuracy of the information presented. Advertising: For advertising and our editorial calendar, email skabui@nse.co.ke or info@nse.co.ke to receive a rate card and more information.

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Chairmans Note 2. 3.

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Chairmans Note

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t the Forum for Developing Markets, held in Beijing from June 1 – 3 2005 by the World Federation of Exchanges, Hsieh Fu Hua, Chief Executive Officer of the Singapore Exchange introduced the theme by noting that despite the demutualization process, exchanges were still serving a public good, especially when it comes to Small and Medium sized Enterprises (SMEs). Prior to listing, venture capitalists and government start up schemes are essential to SMEs. When listing, higher standards should apply to SMEs, and the listing sponsor should have an essential role. A strong retail market is important to back up listed SMEs. Investor confidence should be built mainly on corporate governance and surveillance. Particularly for SMEs, the investor, must be confident that their investment is protected and that they have continual access to information to enable them make decisions. The investor also needs to be assured that the trading platform is robust and quick – facilitating order execution; then they will bring their capital - deepening the pools of capital available to credible issuers. It is therefore important to encourage research on SMEs. In 2005, a third of the SME companies listed on the Singapore Exchange were covered by a research scheme. A common lament heard throughout the securities exchanges of Africa’s developing countries is that there are too few investment products and too little investor demand. The principal growth in listings has come from privatizations and cross-listings of

shares among exchanges. While this practice has increased investment opportunities for domestic investors and provided increased stability for the exchanges, it is a process that gives a false sense of progress. Securities exchanges should be an integral element in a country’s capital market. East Africa’s economy is dominated by firms whose size is medium to small. The capital market is intended not only to provide investment opportunities, but more importantly, for domestic economic growth, securities exchanges should provide incentive and assistance to the capital growth of domestic enterprises. That this is not occurring is a cause for concern, yet it is a matter that can be addressed through public and private sector measures. It is the twin objective of addressing the above two (2) scenarios that makes the case for an SME market in East Africa ever more plausible. In numerous fora, one hears repeatedly that the future economic growth of developing African countries is dependent upon the success of the small and mediumsized enterprise sector. From rural areas to the cities, the growth of small businesses will generate increased employment, wages, goods and services, and tax revenues. Not only is the growth of SMEs a vital element to a nation’s economy, but also that today’s SMEs will become tomorrow’s main market listings. The theme of this issue of the Exchange magazine is “The capital markets, a dependable springboard for the growth of SMEs.” An issuer lists for a variety of reasons:1. As a precursor to establishing itself

in that market in order to provide a product or service, the issuer lists on that Exchange in order to raise its profile; The market has an institutional investor base that will enable the issuer to raise the capital it requires in the currency of it’s choice; The market is sufficiently deep to provide liquidity for the issuer’s securities so as to enable investors take up or exit from their investment. For the issuer, the provision of liquidity reduces the liquidity premium demanded by the investor, which translates to a lower cost of capital for the issuer; The market can also facilitate liquidity, by assuring a critical mass of sectoral analysts who provide optimal coverage of the issuer in the secondary market.

Companies who understand how they can use the capital markets to progress their strategic initiatives and are willing to adhere to the disclosure requirements of markets will be rewarded by the market and prosper. Besides, a flexible regulatory environment (which still addresses investors’ needs for accurate, timely, easy to understand, information), and affordable costs of listing, exchanges that meet the above criteria, are able to attract issuers and hold up against competition from the corporate banking sector – in which banks come together as a syndicate and pool their resources to provide a loan facility to a corporate borrower. In today’s increasingly globalizing world, exchanges are also fending off competition from other exchanges. Further trade amongst the members of East Africa, more globalization and certainly more deregulation and competition is creating issuers that wish to expand beyond their home and regional markets. They will migrate to the exchanges that offer them the deepest pools of capital in the currency of their choice at the most affordable cost. In summary, in order to be relevant, Exchanges must position themselves to serve those issuers that dominate their economies and particularly those in the fastest growing sectors of the economy.

Mr. Joseph S. Kitamirike Chief Executive Officer Uganda Securities Exchange


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East Africa

MEMBERS MEMBERS

Members

Nairobi Stock Exchange Member Firms Drummond investment Bank Limited Hughes Building, 2nd floor, P.O. Box 45465, 00100 Nairobi. Tel: 318690/318689 Fax: 2223061 E-mail: info@drummond.co.ke Web: www.drummond.co.ke Kingdom Securities Ltd Co-operative Bank House,5th Floor, P.O. Box 48231 00100 Nairobi Tel: 3276000 Fax: 3276156 info@kingdomsecurities.co.ke NIC Securities Limited Ground Floor, NIC House, Masaba Road P.O. Box 63046 – 00200, Nairobi Tel:2888 444 / 0711 041 444 Fax: 2888 544 E-mail: info@nic-capital.com Discount Securities Ltd. (Under Statutory management) NHIF Building P.O. Box 42489-00100 Nairobi Tel: 2219552/38, 2773000 Fax: 2230987 E-mail: discount@dsl.co.ke Web: www.dsl.co.ke Suntra Investment Bank Ltd Nation Centre, 7th floor, P. O. Box 74016-00200 Nairobi Tel: 2870000/247530/2223330/2211846 0724- 257024, 0733-222216 Fax: 2224327 E-mail: info@suntra.co.ke Web:www.suntra.co.ke Genghis Capital Ltd. Prudential Building, 5th Floor P.O. Box 1670-00100 Nairobi Tel: 2337535/36, 8008561, 2373984/968/969 Fax: 246334 E-mail: info@gencap.co.ke

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Dyer & Blair Investment Bank Ltd Pension Towers, 10th floor, P.O. Box 45396 - 00100 Nairobi Tel: 3240000/2227803/4/5 Fax: 2218633 E-mail: shares@dyerandblair.com Web: www.dyerandblair.com

CFC Stanbic Financial Services CFC Stanbic House, P.O. Box 47198 – 00100 Nairobi Tel: 3638900 Fax: 3752950 E-mail: csfs@stanbic.com Web: www.csfs.co.ke

Reliable Securities Ltd. IPS Building, 6th Floor P.O BOX 50338 - 00200 Nairobi Tel: 2241350/4/79 Fax: 2241392 E-mail: info@reliablesecurities.co.ke

ABC Capital Ltd IPS Building, 5th Floor P.O. Box 34137- 00100 Nairobi Tel: 2246036/2245971 Fax: 2245971 E-mail: headoffice@abccapital.co.ke

Afrika Investment Bank Ltd. Finance House, 9th Floor. P. O. Box 11019-00100 Nairobi Tel: 2210178/2212989 Fax: 2210500 E-mail: info@afrikainvestmentbank.com Web: www.afrikainvestmentbank.com

Faida Investment Bank Ltd. Windsor House, 1st floor, P.O. Box 45236-00100 Nairobi Tel: 2243811/2/3 Fax: 2243814 E-mail: info@faidastocks.com Web: www.faidastocks.com

African Alliance (Kenya) Securities Ltd 1st Floor, Trans-national Plaza P.O. Box 27639 - 00506 Nairobi Tel: 2762000/2762557/0733333140 Fax: 2731162 E-mail: securities@africanalliance.co.ke Web: www.africanalliance.com

Kestrel Capital (EA) Limited ICEA Building, 5th floor, P.O Box 40005-00100 Nairobi Tel: 251758/2251893,2251815,2250082 Fax: 2243264 E-mail: info@kestrelcapital.com Web: www.kestrelcapital.com

ApexAfrica Capital Ltd Rehani House, 4th floor P.O. Box 43676 - 00100 Tel: 311898/313492/310540 Fax: 2215554 E-mail: invest@apexafrica.com Website: www.www.apexafrica.com

Renaissance Capital (Kenya) Ltd Purshottam Place, 6th floor, Westland , Chiromo Road P.O. Box 40560-00100 Nairobi Tel: 3682000/3754422 Fax: 3632339 Web: rencap.com

Standard Investment Bank Ltd ICEA Building, 16th floor P.O. Box 13714- 00800 Nairobi Tel: 2228963/2228967/2228969 Fax: 240297 E-mail: info@sib.co.ke Ngenye Kariuki & Co. Ltd. (Under Statutory Management) Corner House, 8th floor, P.O. Box 12185-00400 Nairobi Tel: 224333/2220052/2220141 Fax: 2217199/241825 E-mail: ngenyekari@wananchi.com Web: www.ngenyestockbrokers.co.ke

Sterling Investment Bank Ltd Barclays Plaza, 5th floor, P.O. Box 45080- 00100 Nairobi Tel: 2213914/244077/ 0723153219/0734219146 Fax: 2218261 E-mail:info@sterlingstocks.com Web : www.sterlingstocks.com


Uganda Securities Exchange Baroda Capital Markets (U) Ltd. P.O. Box: 7197 Kampala Tel: +256-414 233680/3 Fax: +256-414 258263 Email: bob10@calva.com UAP Financial Services 1st Floor, Communication House P. O. Box 1610, Kampala Tel: +256 414 332 743, 312 332 743 E-mail: financialservices@uap.co.ug E-mail: info@uap.co.ug Crane Financial Services (U) Ltd. Plot 20/38 Kampala Road P.O. Box: 22572 Kampala Tel: +256-414 341414/ 345345 Fax: +256-414 231578 Equity Stock Brokers (U) Ltd. Orient Plaza Plot 6/6A Kampala Road P.O. Box: 3072 Kampala Tel: +256-414 236012/3/4/5 Fax: +256-414 348039 Email: equity@orient-bank.com Contact Person: Mr. Edward Ruyonga MBEA Brokerage Services (U) Ltd. Lumumba Avenue, Nakasero Fax: 256-414-342045 P.O. Box: 24613 Kampala Tel: +256-312-260011 / +256414 341448/231960 Email: info@mbea.net Website: www.mbea.net Contact Person: Mr. Andrew Owiny Dyer & Blair (Uganda) Ltd Rwenzori House Ground Floor P.O. Box: 36620 Tel: +256-414-233050 Fax: +256 -414 231813 Email: shares@dyerandblair.com

African Aliance (Uganda) Ltd Workers’ House, 6th Floor Plot 1 Pilkington Road Tel: +256 414 235 577 Fax: +256- 414 235575 E-mail: securities@africanalliance.co.ug Contact Person: Mr. Kenneth Kitariko Renaissance Capital Ltd ReNaissance Capital Limited, Unit 3, Plot 15 Kitante Close Lower Kololo P.O.Box 893 Kampala, Uganda Tel: +256 312 264 775/6 +256 414 340 018/9 Fax : +256 414 340 016 E-mail: keithk@renaissance.co.ug Crested Stocks and Securities Limited 6th Floor Impala House Plot 13-15, Kimathi Avenue P.O. Box 31736, Kampala, Uganda Tel: +256 41 4 230900 Fax: +256 41 4 230612 Email: info@crestedsecurities.com Website: www.crestedsecurities.com Contact Person Mr. Robert Baldwin

Dar-Es-salaam Stock Exchange CORE securities Ltd Ground Floor, Twiga House Samora Avenue, DSM Tel: +255 22 212 3103 Fax: +255 22 218 2521 info@coresecurities.co.tz Orbit Securities Co. Ltd 3rd Floor, Twiga house Samora Avenue, DSM Tel: +255 22 211 1758 Fax: +255 22 211 3067 orbit@orbit.co.tz Rasilimali Ltd Former TACOSHILI Offices Sokoine Drive, DSM Tel: +255 22 211 1708 Fax: +255 22 212 2883 rasilimali@africaonline.co.tz Solomon Stock Brokers Ltd Ground Floor, PPF House Samora Avenue/ Morogoro Road, DSM Tel: +255 22 211 2874 Fax: +255 22 213 1969 solomon@simbanet.net Tanzania Securities Ltd 7th Floor, IPS Building Samora Avenue/ Azikiwe Str, DSM Tel: +255 22 211 2807 Fax: +255 22 211 2809 tsl@muchs.ac.tz Vertex International Securities Ltd Annex Building – Zambia High Commission Sokoine Drive / Ohio Street, DSM Tel: +255 22 211 0392 Fax: +255 22 211 0387 vertex@intafrica.com

CMAC MEMBERS FAIDA Securities Rwanda Ltd Rue de I’Akagera Tel:+254722522724 E mail:bob@faidastocks.com P.O Box 6679 KIGALI African Alliance Rwanda Ltd 6th Floor,Centenary House P.O Box 6368, KIGALI. Office: +250 785 694 490 securitiesrw@africanalliance.com Continental Discount House 5th Floor Ecobank building Patrick@cdhrwanda.com Tel:+250-570785 P.O. Box 6237 KIGALI DALLAS Securities Brokerage Mrs. Immy Kamarade E-Mail :Immy1968@yahoo.com Tel:+250 08-302113 P.O. Box 1028, KIGALI MBEA Brokerage Services Rwanda S.A & MBEA Financial Services Sarl i_mutebi@mbea.net.com +0783 0203745 P.O Box 92, KIGALI Avenue de la paix Dyer and Blair Simon Kalenzi +250 08-308080 Chadel Building, Avenue des milles collines, P.O Box 5292, KIGALI Tel: +250570390

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EASEA

Mortgage Finance

The establishment of the Tanzania Mortgage Refinance Company Limited (TMRC): a catalyst for the promotion of mortgage finance in Tanzania The Housing Finance Project (HFP) which is supported by the World Bank, focuses on the provision of long term finances to commercial banks in order to enable banks extend mortgage products to Tanzanian market. The project facilitates the availability of long term funding to meet financial requirements of housing finance through provision of liquidity via a mortgage refinancing window. The project addresses the funding gap in the financial markets and assist banks to extend mortgage products through creation of the Tanzania Mortgage Refinance Company (TMRC). TMRC as a liquidity facility is responsible for sourcing long term funds and channeling them to the commercial banks through mortgage refinancing. In this process, commercial banks lend long term to home buyers using short term deposit and later on refinance the portfolios by borrowing from TMRC on long term basis.

T

he Government of Tanzania encourages self-construction through the provision of land and credit finance. It established the Tanzanian Housing Bank (THB) in 1973 for this purpose. THB provided around 14,000 mortgages until its demise in August 1995.

Since independence in 1961, housing featured heavily as part of government policy. Initially the policy was of universal state provision of housing in rural and urban areas, but as this proved unaffordable, the policy was changed in 1972 towards a slum improvement program. 10

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Cognizant of this absence, the Government of Tanzania with the support of the World bank, embarked on the Housing Finance Project which had the objective of ensuring that the existing housing deficit estimated to be at 2.2 million units is addressed through mortgage financing. The project aimed at among other things, enabling the recreation of mortgages in the country. Currently, only a handful of banks and financial institutions are engaged in mortgage products. By 2008, Tanzania had an estimated mortgages amounting to 0.3% of the GDP compared to South Africa whose figure stood at 34%. The main reason cited by commercial banks has been absence of long term funds to match mortgage maturities.

The establishment of TMRC is set to bridge the funding mismatch which is apparent when banks offer mortgages. TMRC is therefore expected to facilitate the creation of mortgage products by commercial banks who are TMRC members by making available long term financing to member banks.

Ownership Tanzania Mortgage Refinance Company Limited (TMRC) is a private sector institution owned by the banks with the sole purpose of supporting banks to conduct mortgage lending by refinancing banks’ mortgage portfolios. TMRC will start operations with capital that will be provided solely by the member banks.

Sources of Funding Apart from capital from member banks, TMRC will be financed by the World Bank through on-lending to Bank of Tanzania (BOT), but over time, the bond of Tanzania intends to start issuing bonds to fund a small share of its funding needs alongside the World Bank on-lending money. The share of market funding through bonds will be progressively increased over time and the maturities of the bonds will be progressively extended as the market develops, making TMRC financially independent and sustainable in the long run.


Purpose and Benefits There are presently no long-term fixed rate funding options available to banks. Thus, banks rely on short-term deposits and short-term bank borrowing to finance their mortgage portfolios. Some banks consciously limit the size of their mortgage portfolios to avoid increasing the resulting maturity mismatch risk. The lack of longterm funding has also resulted in the banks offering mortgage tenors/terms that are typically 7-10 years instead of the 25-30 years needed to make housing finance more affordable toborrowers.

Additionally, TMRC can act as an efficient way of connecting long-term investors with the institutions generating long-term assets in Tanzania, thus helping develop a debt market and a longer term yield curve. TMRC would serve as a secure source of long-term funding at attractive rates whilst ensuring sound lending habits amongst banks. This would help reduce any maturity mismatch risk for banks and increase available loan terms. This would in turn help improve the affordability of mortgages and extend the range of qualifying borrowers which would result in the expansion of the primary mortgage market and thus home ownership in the country. Additionally, TMRC can act as an efficient way of connecting long-term investors with the institutions generating long-term assets in Tanzania, thus helping develop a debt market and a longer term yield curve. TMRC’s existence may also lead to the establishment of specialized housing finance companies in the private sector. This has been evidenced in Egypt where at least four such companies got established once the mortgage liquidity company was established there in 2006. TMRC can also facilitate increased competition in the mortgage market by creating a longer term funding source. Overall the key benefits can be summarized as: • TMRC can become a catalyst to develop the Tanzanian financial and capital markets. • TMRC will play an important role for the financial sector by offering banks, insurance companies and other

investors a safe channel to lend their excess funds to banks that need the funds to expand mortgage lending. • TMRC will be a first resort and marketbased liquidity provider for banks, versus a similar but last resort role played by the Bank of Tanzania for banks. • TMRC will play a crucial role to develop prudential lending standards for the nascent residential mortgage markets through its refinance requirements. • The provision of secure long term funding at attractive rates. Lowering the cost of funds, which can lead to a lowering of mortgage rates, thereby improving affordability and extending the range of potential borrowers. • The availability of long term fixed rates can help provide a degree of certainty which can help the markets develop with confidence. • Allow for greater competition in the mortgage market. The introduction of TMRC means new institutions to enter the market which was previously restricted to those with either a good credit rating or to those who had invested in a branch network and had significant deposit collection capabilities. • Deepen the financial market by providing a long term investment to institutions with long term liabilities. Institutions such as pension funds, social security funds or insurance companies which have long dated liabilities are not always able to match that adequately solely using public debt issuance. So often they engage directly in the mortgage market or real estate markets (both commercial and residential) often with poor results. TMRC will act as an efficient way of connecting long term investors with the institutions generating long term assets.

Charter TMRC is licensed by Bank of Tanzania (BOT) as a non-deposit taking financial institution for the purpose of conducting its business. In addition, TMRC will also be licensed by the Capital Markets and Securities Authority (CMSA) for the purpose of bond issuance.

Refinancing cycle As stated above, TMRC core business will be to refinance mortgages portfolio originated by member banks. The portfolio is expected to have been originated and remains in the member bank balance sheet for a minimum period of six months before a member bank applies for refinancing. It is expected that member bank customers will take out a loan from a member bank and

in return the borrower will provide regular repayments to repay the loan principal plus interest. The borrower will also provide collateral in the form of a mortgage over the property purchased, constructed, refinanced and/or renovated by using funds from member banks. It is expected that the portfolio will remain outstanding in the member bank balance sheets Once a member bank has created a portfolio of mortgages, the second step is for a member bank to apply for refinancing of the portfolio. The application procedure will follow the standard lending procedures. TMRC will refinance the mortgage loans of member banks with recourse to the banks. To start with, TMRC will utilize the loan from World bank to refinance the portfolio of member banks. Once the loan is exhausted, TMRC will move to the third phase by raising funds through capital markets. Accessing the capital markets will be through the issuance of bonds. TMRC will issue standard corporate bonds which will not involve any credit risk attached to the mortgages. TMRC will act as a simple intermediary between mortgage lenders and the capital markets. By using its balance sheet size, combined member banks’ balance sheets and credit worthiness TMRC is expected to be able to access capital markets funding at a cheaper rate than any bank would be able to do alone. This is attributable to the strong shareholders, strong capital base, excellent quality of assets in its books and the fact that TMRC is regulated by BOT and CMSA. This is one of the key benefits of TMRC especially for small and medium size banks who wouldotherwise not be able to access capital markets. Mortgage Liquidity Facilities (MLF) has played a key role in facilitating the growth of mortgage market in many parts of the world. Some of the MLFS which have been established and are working include Egypt (Egypt Mortgage Refinance Company) [EMRC] which was established in 2006 with support of World Bank. Others include Jordan Mortgage Refinance Co. (JMRC) established in 1986, France and Malaysia.

For further details please contact: Mr. Rished Bade Chief Executive Officer TMRC Bank of Tanzania Middle Building Room 217 P.O Box 7539 Tel +255 22 2235560/61 E-mail: info@tmrc.co.tz www.tmrc.co.tz

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Read stories of listed companies, their road maps and milestones in our new segment

SINCE I GOT LISTED in this issue we feature: Kenya Airways Kenya Commercial Bank Uchumi Supermarket

d e t s i de tsgi ot L L i to g i e c n i S

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SECURITIES INDUSTRY TRAINING INSTITUTE (SITI) STRUCTURED TRAINING

Officers and Directors Course:

Tailored to officers and directors of companies with an Understanding of their responsibilities to ensure supervisory compliance.

The Fundamentals Course:

Introductory course comprised of 10 modules which introduce individuals to capital markets.

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Specialty Seminars:

Bond Simulation, Portfolio Management Corporate Finance, Bond Underwriting and Corporate Governance. To find out more, please contact SITI East Africa at the address below, or visit the regional Stock Exchange. KAMPALA - HEAD OFFICE SITI EAST AFRICA Plot 1, Pilkington Road Worker’s House 2nd Floor Northern wing kampala, UGA Telephone: + 256 414 342 818 E-mail: info@sitieastafrica.com Website:www.sitieastafrica.com

NAIROBI - Nairobi Stock Exchange NSE KIGALI - Capital Market advisory Council DAR ES SALAAM - Dar es Salaam Stock Exchange

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