1) APPLICATION FOR ADMISSION OF SECURITIES TO THE OFFICIAL LIST.

THE REPUBLIC OF UGANDA

IN THE MATTER OF THE CAPITAL MARKETRS AUTHORITY ACT CAP 84

AND

IN THE MATTER OF THE COMPANIES ACT, NO. 1 OF 2012

AND

IN THE MATTER OF UGANDA SECURITIES EXCHANGE LISTING RULES 2021

AND

AND IN THE MATTER OF IMARA VENTURES

APPLICATION FOR ADMISSION OF SECURITIES TO THE OFFICIAL LIST

It is understood that the granting of a listing pursuant to this application shall constitute a
contract between this Issuer and Uganda Securities Exchange (“USE”)”;

Name of the Issuer

Imara ventures

Registered and transfer offices in Uganda

King Fahad Plaza 1st and 2nd floor , P.O Box 231 kampala

Issuer’s share capital

i. the amount of the authorised issued and fully paid up share capital of UGX 1,000,000,000
(one billion shillings)
ii. the amount of the share capital issued and to be issued in conjunction with the application is
UGX 2,000,000,000 (two billion shillings)

The nominal amount and number of securities of each class-

i. 100000 shares offered to the public for subscription by the Issuer on the 24 th day of
November 2023

ii. The number of securities of each class applied for, and the date the offer closed (where this
information is available at the date of application); and

iii. The number of securities of each class allotted, and the date of allotment (where this
information is available at the date of application). If an issue is being made in conjunction with
this application, the opening and closing dates of the offer, the date of allotment and the date of
issue of the certificates of title to be stated;

iv. That monies in respect of excess applications will be refunded within 7 days of the allotment
date if applicable;

The issuer is applying for listing on Main Investment Market Segment (MIMS).

Dated this 4th day of December 2023

Signed by;
Secretary
………………………………
Director
…………………………………
Sponsoring broker
……………………………………….

2) BOARD RESOLUTION.

THE REPUBLIC OF UGANDA

IN THE MATTER OF THE COMPANIES ACT, 2012

 AND

IN THE MATTER OF THE CAPITAL MARKETS AUTHORITY ACT CAP. 84

AND

IN THE MATTER OF IMARA VENTURES LIMITED

AND

IN THE MATTER OF RESOLUTION TO LIST THE COMPANY FINANCIAL

INSTRUMENT ON THE STOCK EXCHANGE MARKET.

BOARD RESOLUTION.

At the Board of Directors meeting of IMARA VENTURES LIMITED held at its registered
office on the 28th day of November, 2023,

IT WAS RESOLVED;

1. The Company be converted into a public company.

2. That the company’s shares be listed on the stock exchange market.
3. That the company shall invite the public to apply for shares by issuing out a prospectus
4. That authority be and is hereby given to the company to apply to have its financial
instruments listed on the stock exchange market.

DATED at Kampala this 4th day of December, 2023.

…………………. ……………………………

DIRECTOR SECRETARY

3) PROPOSED PROSPECTUS

PROPOSED PROSPECTUS FOR IMARA VENTURES

INITIAL PUBLIC OFFERING

IMARA VENTURES
 (A public limited liability company incorporated in Uganda in 2018)

Proposes to Offer for sale 500,000,000 ordinary shares with a par value of UGX 1 each at an
offer price of UGX 500 per share, and listing of the entire issued share capital of Imara Ventures
on the Main Investment Market Segment of the Uganda Securities Exchange

Proposed date of issue: 15 March 2024

CAUTION

A copy of this prospectus has been delivered to the Capital Markets Authority for approval and
to the registrar of companies for registration.

The securities offered have not been approved or disapproved by the Capital Markets Authority.

Prospective investors should carefully consider the matters set forth under the caption ‘risk
factors’’’.

RIGHTS OF HOLDERS

The rights applicable to holders of the shares as regards dividends, capital, pre-emptive rights to
subscribe to new issues of shares, redemption (where applicable), voting rights and the creation
or issue of further shares of equal priority with the shares.

TRANSACTION ADVISERS

ABSA BANK UGANDA LIMITED, (Absa Uganda) is acting as Lead Transaction Adviser to
the company, and it is providing services to the issuer as lender, provider of credit facilities, or
guarantor of any indebtedness and the name and business address of any registrar appointed by
the issuer to provide services with respect to the issue.

CRESTED CAPITAL is acting as Lead Sponsoring Broker to the Company in respect of the
Offer and has consented to act in the specified capacity and to its name being stated in this
Prospectus and confirms that it has not withdrawn its consent to any statement or report prepared
by it collectively being included in this Prospectus (in the form and context in which it is
included). Neither Crested Capital nor any of its employees and principals have any material
direct or indirect economic or financial interest in the Company.
M/s FIRM C5 ADVOCATES is acting as Legal Adviser to the Company in respect of the
Offer. M/s FIRM C5 ADVOCATES have consented to act in the specified capacity and to their
name being stated in this Prospectus and confirms that they have not withdrawn their consent to
any statement or report prepared by it, collectively, being included in this Prospectus (in the form
and context in which it appears). M/s FIRM C5 ADVOCATES have issued the Legal Opinion
set out in this Prospectus. Neither M/s FIRM C5 ADVOCATES nor any of its partners and
employees have any material direct or indirect economic or financial interest in the Company.

ERNST & YOUNG is acting as the Reporting Accountants to the Company in respect of the
Offer. EY have consented to act in the specified capacity and to their name being stated in this
Prospectus and confirms that they have not withdrawn their consent to any statement or report
prepared by them being included in this Prospectus (in the form and context in which it is
included). As indicated above, EY have reviewed the financial statements of the Company,
which comprise the statements of financial position, comprehensive income, changes in equity
and cash flows for the periods 2018 to 2022 and the forecast guidance for the period ending 31
December 2023. The forecast guidance provides information on the range of management’s best
estimate of the Company’s performance and position indicators for the relevant period. These
forecast financial statements have been prepared in accordance with the Company’s accounting
policies, which are based on IFRS.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors of the Company, collectively accept full responsibility for the accuracy of the
information given in this Prospectus and certify, to the best of their knowledge and belief, that
there are no other facts, the omission of which would make any statement in this Prospectus false
or misleading and that they have made reasonable enquiries to verify such facts, and further, that
this Prospectus contains all information required by law.

STATEMENT ON LEGAL STATUS AND AFFAIRS OF THE ISSUER

BRIEF HISTORY OF THE ISSUER

IMARA VENTURES (“the company”), a Telecommunications company, was incorporated

under the laws of Uganda in 2018 dealing in both voice and Internet services.
EXTRACT OF THE ARTICLES OF ASSOCIATION

General meetings

47.(1)The company shall in each year hold a general meeting as its annual general meeting in
addition to any other meetings in that year, and shall specify the meeting as an annual general
meeting in the notices calling it.
(2)Not more than fifteen months shall elapse between the date of one annual general meeting of
the company and that of the next.
(3)So long as the company holds its first annual general meeting within eighteen months of its
incorporation, it need not hold it in the year of its incorporation or in the following year.
(4)The annual general meeting shall be held at such time and place as the directors shall appoint.
48.All general meetings other than annual general meetings shall be called extraordinary general
meetings.
49.(1)The directors may, whenever they think fit, convene an extraordinary general meeting, and
extraordinary general meetings shall also be convened on such requisition, or, in default, may be
convened by such requisitionists, as provided by section 141 of the Act.
(2)If at any time there are not within Uganda sufficient directors capable of acting to form a
quorum, any director or any two members of the company may convene an extraordinary general
meeting in the same manner as nearly as possible as that in which meetings may be convened by
the directors.
Notice of general meetings
50.(1)Every general meeting shall be called by at least twenty-one days' notice in writing.
(2)The notice shall be exclusive of the day on which it is served or taken to be served and of the
day for which it is given, and shall specify the place, the day and the hour of meeting and, in case
of special business, the general nature of that business, and shall be given, in a manner described
in subregulation (3) or in such other manner, if any, as may be prescribed by the company in
general meeting, to such persons as are, under the regulations of the company, entitled to receive
such notices from the company.
(3)A meeting of the company shall, notwithstanding that it is called by shorter notice than that
specified in sub- regulation 1, be taken to have been duly called if it is so agreed-
(a)in the case of a meeting called as the annual general meeting, by all the members entitled to
attend and vote at the meeting; and
(b)in the case of any other meeting, by a majority in number of the members having a right to
attend and vote at the meeting, being a majority together holding not less than ninety five percent
in nominal value of the shares giving that right.
51.The accidental omission to give notice of a meeting to, or the non receipt of notice of a
meeting by, any person entitled to receive notice shall not invalidate the proceedings at that
meeting.
Proceedings at general meetings
52.All business that is transacted at an extra ordinary general meeting and at an annual general
meeting, with the exception of declaring a dividend, the consideration of the accounts, balance
sheets, and the reports of the directors and auditors, the election of directors in the place of those
retiring and the appointment of, and the fixing of the remuneration of, the auditors shall be taken
to be special.
53.(1)Business shall not be transacted at a general meeting unless a quorum of members is
present at the time when the meeting proceeds to business.
(2)Except as otherwise provided in these Regulations, three members present in person shall be a
quorum.
54.(1)If within half an hour from the time appointed for the meeting a quorum is not present, the
meeting, if convened upon the requisition of members, shall be dissolved; in any other case, it
shall stand adjourned to the same day in the next week, at the same time and place or to such
other day and at such other time and place as the directors may determine.
(2)If at the adjourned meeting a quorum is not present within half an hour from the time
appointed for the meeting, the members present shall be a quorum.
55.(1)The chairperson of the board of directors shall preside at every general meeting of the
company.
(2)If there is no chairperson, or if he or she is not present within fifteen minutes after the time
appointed for the holding of the meeting or is unwilling to act, the directors present shall elect
one of their member to be chairperson of the meeting.
56.If at any meeting no director is willing to act as chairperson or if no director is present within
fifteen minutes after the time appointed for holding the meeting, the members present shall
choose one of their member to be chairperson of the meeting.
57.(1)The chairperson may, with the consent of any meeting at which a quorum is present and
shall, if directed by the meeting, adjourn the meeting from time to time and from place to place,
but no business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
(2)When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting.
(3)Except as provided in this regulation, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
58.(1)At any general meeting a resolution put to the vote of the meeting shall be decided on a
show of hands unless a poll is before or on the declaration of the result of the show of hands
demanded-
(a)by the chairperson;
(b)by at least three members present in person or by proxy;
(c)by any member or members present in person or by proxy and representing not less than one-
tenth of the total voting rights of all members having the right to vote at the meeting; or
(d)by a member or members holding shares in the company conferring a right to vote at the
meeting being shares on which an aggregate sum has been paid up equal to not less than one
tenth of the total sum paid up on all the shares conferring that right.
(2) Unless a poll is demanded under subregulation (1), a declaration by the chairperson that a
resolution has on a show of hands been carried or carried unanimously, or by a particular
majority, or lost and an entry to that effect in the book containing the minutes of the proceedings
of the company shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against the resolution.
(3)A demand for a poll may be withdrawn.
59.Except as provided in regulation 61, if a poll is duly demanded it shall be taken in a manner
directed by the chairperson, and the result of the poll shall be taken to be the resolution of the
meeting at which the poll is demanded.
60.Where the votes are equal, whether on a show of hands or on a poll, the chairperson of the
meeting at which the show of hands takes place or at which the poll is demanded, is entitled to a
second or casting vote.
61.(1)A poll demanded on the election of a chairperson or on a question of adjournment shall be
taken immediately.
(2)A poll demanded on any other question shall be taken at such time as the chairperson of the
meeting directs, and any business other than that upon which a poll is demanded may be
proceeded with pending the taking of the poll.
Votes of members
62.Subject to any rights or restrictions for the time being attached to any class or classes of
shares, on a show of hands every member present in person shall have one vote, and on a poll
every member shall have one vote for each share of which he or she is the holder.

63.In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by
proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for that
purpose, seniority shall be determined by the order in which the names stand in the register of
members.

64.A member of unsound mind in respect of whose estate a manager has been appointed under
the law relating to the administration of estates of persons of unsound mind may vote, whether
on a show of hands or on a poll, by his or her manager, and any such manager may, on a poll,
vote by proxy.

65.A member is not entitled to vote at a general meeting unless all calls or other sums
immediately payable by him or her in respect of shares in the company have been paid.

66.(1)A member is not entitled to vote at any general meeting unless at the meeting or adjourned
meeting at which the vote objected to is given or tendered, and every vote not disallowed at such
meeting shall be valid for all purposes.

(2)An objection made in due time shall be referred to the chairperson of the meeting, whose
decision shall be final and conclusive.

67.On a poll votes may be given either personally or by proxy.

68.(1)The instrument appointing a proxy shall be in writing signed by the appointer or his or her
attorney duly authorised in writing, or, if the appointer is a corporation, either under seal, or
signed by an officer or attorney duly authorised.

(2)A proxy need not be a member of the company.

69.The instrument appointing a proxy and the power of attorney or other authority, if any, under
which it is signed or a notarially certified copy of that power or authority shall be deposited at
the registered office of the company or at such other place within Uganda as is specified for that
purpose in the notice convening the meeting, not being less than forty-eight hours before the time
for holding the meeting or adjourned meeting, at which the person named in the instrument
proposes to vote, or, in the case of a poll, not being less than twenty-four hours before the time
appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as
valid.

70.An instrument appointing a proxy shall be in the following form or a form as near to it as
circumstances admit—
_________________________________________________________________________
Limited.I/We ___________________________,of
_________________________________________, being a member/members of the above-
named company, appoint _______________________ of
_______________________________________, or failing him/her ______________________,
of __________________________________ as my/our proxy to vote for me/us on my/our
behalf at the [annual or extraordinary, as the case may be] general meeting of the company to be
held on the _________ day of __________, 20___, and at any adjournment of that
meeting.Signed this _______ day of _________________, 20___71.Where it is desired to afford
members an opportunity of voting for or against a resolution the instrument appointing a proxy
shall be in the following form or a form as near to it as circumstances admit—
_________________________________________________________________________
Limited.I/We ________________________________, of _______________________________,
being a member/members of the above-named company, appoint ________________________
of ________________________________, or failing him/her ______________________, of
__________________________________ as my/our proxy to vote for me/us on my/our behalf at
the [annual or extraordinary, as the case may be] general meeting of the company to be held on
the __________ day of _______________, 20___, and at any adjournment of that
meeting.Signed this _________ day of ______________, 20___This form is to be used in favour
of/against the resolution. * Unless otherwise instructed, the proxy will vote as he/she thinks
fit.*Strike out whichever is not desired.72.The instrument appointing a proxy shall be taken to
confer authority to demand or join in demanding a poll.73.A vote given in accordance with the
terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of
the principal or revocation of the proxy or of the authority under which the proxy was executed,
or the transfer of the share in respect of which the proxy is given, if no intimation in writing of
the death, insanity, revocation or transfer has been received by the company at the office before
the commencement of the meeting or adjourned meeting at which the proxy is used.

Disqualification of directors

88.The office of director shall be vacated if the director—

(a)ceases to be a director by virtue of section 195 of the Act; or

(b)becomes bankrupt or makes any arrangement or composition with his or her creditors
generally; or

(c)becomes prohibited from being a director by reason of any order made under section 201 of
the Act; or

(d)becomes of unsound mind; or

(e)resigns his/her office by notice in writing to the company; or

(f)is for more than six months absent without permission of the directors from meetings of the
directors held during that period.

Proceedings of directors

98.(1) The directors may meet together for the despatch of business, adjourn, and otherwise
regulate their meetings, as they think fit.

(2) Questions arising at a meeting shall be decided by a majority of votes.

(3) Where there is an equality of votes, the chairperson shall have a second or casting vote.

(4)A director may, and the secretary on the requisition of a director shall, at any time summon a
meeting of the directors.

(5) It is not necessary to give notice of a meeting of directors to any director for the time being
absent from Uganda.

99.The quorum necessary for the transaction of the business of the directors may be fixed by the
directors, and if not fixed the quorum is two.

100.The continuing directors may act notwithstanding any vacancy in their body, but, if and so
long as their number is reduced below the number fixed by or under the regulations of the
company as the necessary quorum of directors, the continuing directors or director may act for
the purpose of increasing the number of directors to that number, or of summoning a general
meeting of the company, but for no other purpose.

101.The directors may elect a chairperson of their meetings and determine the period for which
he or she is to hold office; but if no chairperson is elected, or if at any meeting the chairperson is
not present within five minutes after the time appointed for holding the meeting, the directors
present may choose one of their number to be a chairperson of the meeting.

102.(1) The directors may delegate any of their powers to committees consisting of such member
or members of their body as they think fit;

(2)A committee formed under subregulation (1) shall, in the exercise of the powers delegated
conform to any regulations that may be imposed on it by the directors.

103.A committee may elect a chairperson of its meetings; but if no chairperson is elected, or if at
any meeting the chairperson is not present within five minutes after the time appointed for
holding the meeting, the members present may choose one of their number to be chairperson of
the meeting.

104.(1)A committee may meet and adjourn as it thinks fit.

(2) Questions arising at a meeting shall be determined by a majority of votes of the members
present, and where there is an equality of votes, the chairperson shall have a second or casting
vote.

105.All acts done by a meeting of the directors or of a committee of directors or by a person

acting as a director shall, notwithstanding that it is afterwards discovered that there was some
defect in the appointment of that director or person acting as director, or that they or any of them
were disqualified, be as valid as if every such person had been duly appointed and was qualified
to be a director.

106.A resolution in writing, signed by all the directors for the time being entitled to receive
notice of a meeting of the directors, is valid and effectual as if it had been passed at a meeting of
the directors duly convened and held.

RISK FACTORS

The UCC is the independent regulatory authority for the telecommunications industry in Uganda.
The UCC is charged with the responsibility of regulating the supply of telecommunications
services and facilities, promoting competition, and setting performance standards for
telecommunication services in the country.

The UCC consults with interested parties prior to issuing regulations and guidelines as a general
public law duty but is not necessarily obliged to consider the disparate points of view of affected
stakeholders. The UCC also has the power to vary its own decisions and its decisions are subject
to judicial review. Regulatory actions by the UCC have had, (and may in the future in
combination with implementation of the National Broadband Policy), have, a significant impact
on the Company’s business, financial condition, results of operations and prospects whether in
respect of ongoing issues or potential future non-compliance. Regulatory interventions from the
UCC may also limit Imara Venture’s pricing flexibility, raise costs, reduce its retail or wholesale
revenues or confer greater pricing flexibility on its competitors.

In addition, the UCC may implement mobile number portability as a measure to reduce barriers
to entry for new operators and increase free and fair competition. Mobile number portability is a
regulated facility that would permit the Company’s subscribers to change to another network
operator without having to change their telephone numbers and would exert considerable
downward pressure on voice charges, leading to a decline in the Company’s voice revenue and
materially adversely affect the Company’s business, financial condition, results of