Listed Companies Continuous Obligations Manual

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1 Listed Companies Continuous Obligations Manual

2 Listed Companies Continuous Obligations Manual

3 Contents Subject Page Introduction 3 1- Annual continuous obligations Positing of annual summary financial results of the company on Tadawul website Dissemination of the summary financial statements Submission of the detailed financial statements, the auditor s report, board of directors report and form(2): financial statements submission form Submission of the disclosure form relating to compliance with the corporate governance Quarter continuous obligations Announcement of the quarter financial results of the company Dissemination of the summary quarter financial statements of the company Submission of the interim quarter financial statements, and form(2): financial statements submission form n-periodical continuous obligations Obligation as to disclosure of major developments Posting of major developments on Tadawul website Dissemination of the company s board of directors recommendation as to capital increase through offering of right shares Dissemination of the company s board of directors recommendation as to capital increase through granting of shares Dissemination of the company s recommendation as to any proposed capital decrease Announcement of any memorandum of understanding concluded by the company with any listed company/companies to acquire its shares Announcement of any agreement concluded by the company for acquiring of shares in unlisted company/companies through company s capital increase, by issuing of shares for the owners of the unlisted company/companies Announcements relating to acquisition of listed companies Announcement of any resolution relating to announcement of profits or recommendation to announce them, or pay portions thereof or making other distributions to the holders of listed securities Listed Companies Continuous Obligations Manual

4 Subject Page Announcement of any resolution relating to non-announcement of profits or recommendation not to announce them, or not to pay portions thereof or expected to announce them or recommend announcements thereof or pay them in the ordinary course of events Announcement of any resolution taken by the company to call, repurchase, draw, redeem or offer to purchase its securities, and total amount there of Announcement of any resolution of non-payment relating to listed debt instruments Announcement of any change in the rights attached to any class of listed securities or debt instruments convertible into shares Announcement of any liquidation order or appointment of a liquidator for the company or its mother company or any of its subsidiaries, in accordance with the companies regulation, or commencing of any legal proceedings under bankruptcy regulations Announcement of any resolution by the company or mother company or any of its subsidiaries relating to dissolution or liquidation or winding-up of the same, or occurrence of any event or expiry of any time period entailing liquidation or dissolution of the company Announcement of any judgment or decision or order issued by any court or competent jurisdiction, that may affect utilization by the company of any of its assets which value exceeds 5% of the book value of the company s net value tification of the Authority of any decrease in the percentage of the company s publicly traded listed securities or any decrease in the number of shareholders required under the Listing Rules Other non-periodical continuous obligations Respond to inquiries raised by the Continuous Disclosure Department relating to material news and change to the price Respond to inquiries raised by the Continuous Disclosure Department relating to auditor s qualifications tification as to changes in the composition of directors and senior executives and their associates tification as to termination of membership or business relationship with any board member or senior executive Re-appointment of new representatives Investment by the company in the shares of listed companies tification of the Authority, without any delay, of any substantial change in the ownership greater than 5% of the company s listed securities Announcement of any change in the company s by-laws or to its head office Announcement of any change in the external auditor 43 2 Listed Companies Continuous Obligations Manual

5 Introduction This manual aims at explanation of the best possible practices and methods to ensure compliance of the listed companies with the Authority s requirements. The Manual acts as comprehensive reference for the continuous disclosure forms and reports which the company must submit to the Authority after offering of it s shares and before listing with Tadawul. It explains, in simple language,the actions which have to be taken to meet these obligations subject to Capital Market Law and it s Implementing Regulations. This manual is not a substitute of the CMA Law and it s Implementing Regulations. In case of any discrepancy between this guide and the provisions of the law or it s Implementing Regulations, the later shall prevail. Since the Authority s rules and regulations are frequently changed, the company should pursue any changes to the regulations issued by the Authority, and must always rely on the forms posted on the Authority s website. 3 Listed Companies Continuous Obligations Manual

6 1- Annual continuous obligations: 1-1 Announcement of annual financial results of the company. 1-2 Announcement of summary annual financial statements of the company. 1-3 Submission of the detailed financial statements, the auditor s report, board of directors report together with form(2): financial statements submission form. 1-4 Submission of the disclosure form relating to compliance with the Corporate Governance Regulations. 4 Listed Companies Continuous Obligations Manual

7 1-1 Announcement of annual financial results of the company: The company must post its annual financial results on Tadawul website in accordance with the relevant instructions. The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (25) an clauses (a, b, c, e) of Article (26) of the Listing Rules), and the CMA Board decision. ( ). The financial results of the company must be approved by the board of directors within a period not exceeding (40) business days after the end of the annual financial period to which they relate, and to disseminate the announcement on Tadawul website immediately upon approval of the financial results by the board of directors. 1 - The announced annual financial results should be consistent with the audited financial statements approved by the company s auditor, who is appointed by the general assembly, and which are approved by the board of directors. 2 - Company must comply with the announcement formats prescribed by the relevant instructions. 3 - Company must clarify and explain all reasons for change and its effects on the current financial results,compared to the previous period. 4 - The company must disclose any qualifications and comments reflected in the external auditor s report. 5 - Any reclassification of some of the financial statements items or change in the comparison numbers should be reflected in a separate paragraph of the announcement. 6 - If it is the first operating year of the company, total pre-operating expenses must be reflected in a separate paragraph of the announcement. 7 - To be ensured of the timing of the announcement two hours at least before trading. 8 - To enter the announcement, through the liaison officer, in the Companies Information System. 9 - To follow-up the announcement with Tadawul, until dissemination thereof on it s website. Annex (1) Instructions about companies announcements. 5 Listed Companies Continuous Obligations Manual

8 1-2 Dissemination of the summary financial results of the company: A company must post it s annual summary financial results on Tadawul website. The following procedures are for guidance: Procedures Appendices Procedures Appendices Clause (c) of Article (26) of the Listing Rules. The financial statements must be posted on Tadawul website immediately upon approval by the board of directors of the company. 1 - Financial statements should be audited and approved by the external auditor appointed by the assembly. 2 - The summary financial statements should be consistent with the detailed audited financial statements approved by the company s auditor, and the board of directors of the company. 3 - To enter summary financial statements in the Companies Information System, through the liaison officer. 4 - To follow-up entry of the financial statements with Tadawul, until dissemination thereof on it s website. 5 - If comparison numbers are changed, the company should change them on Tadawul website. Annex (1) Instructions about companies announcements which is obtainable from CMA website. 6 Listed Companies Continuous Obligations Manual

9 1-3 Submission of the detailed annual financial statements approved by the external auditor together with the board of directors report, immediately on approval thereof by the board of directors, form 2: Financial statements submission form The company must send its detailed annual financial statements approved by the auditor together with the board of directors report, immediately on approval thereof by the board of directors. Company should also complete form (2) - Financial Statements submission form. The following procedures are for guidance: Procedures Appendices Procedures Appendices Clauses (a, b, c, e) of Article (26) and Article (27) of the Listing Rules, and the CMA Board decision. ( ). To send the financial statements and attachments thereto, to the Continuous Disclosure Department promptly upon approval thereof by the board of directors of the company. 1 - To ensure that the financial statements are audited and contain the external auditor report who is appointed by the assembly. 2 - Approval of the financial statements and the board of directors report by the board of directors. 3 - Annual financial statements should be signed by an authorized board member, CEO and CFO. 4 - The Board of directors report should be consistent with Article (27), chapter (6) of the Listing Rules. 5 - Board of directors report should contain a separate paragraph about governance disclosure. 6 - The report must contain a statement clarifying the reasons for any departure from some articles of the Governance Regulations, if any. 7 - To complete form (2) which have to be approved by an authorized director and CEO of the company. 8 - To send annual financial statements together with the board of directors report and form (2) to the Authority - Market Supervision Department at Fax: , then to send it by registered mail at P. O. Box , Riyadh Annex (2), form (2): financial statements submission form which is obtainable from CMA website. 7 Listed Companies Continuous Obligations Manual

10 1-4 Submission of the disclosure form relating to compliance with the Corporate Governance Regulations: The company must submit disclosure form (8) relating to compliance with the Corporate Governance Regulations. The following procedures are for guidance: Procedures Appendices Procedures Appendices Clauses (a, b, c, e) of Article (26) and Article (27) of the Listing Rules and clause (c) of Article (1) of the Corporate Governance Regulations, CMA Board decisions. ( ), ( ) and clause (c) of Article (1) of the Corporate Governance Regulations, CMA Board decision ( ) Disclosure form must be sent to the Authority - Continuous Disclosure Departmentimmediately upon approval of the board of directors report. 1 - To submit form (8) after approval thereof by a director authorized by the board of directors and the CEO. 2 - The board of directors report must contain a statement about compliance with the corporate governance. 3 - The report must contain a statement clarifying the reasons for any departure from some articles of the governance regulations, if any. 4 - To send form (2) to the Authority - Market Supervision Department - Fax : , then to send it by registered mail at P. O. Box , Riyadh 11311, within the specified period. Annex (3): compliance with the Corporate Governance Regulations and form (8) which is obtainable from the Authority s website. 8 Listed Companies Continuous Obligations Manual

11 2- Quarter Continuous Obligations: 2-1 Announcement of quarter financial results of the company. 2-2 Announcement of the summary quarter financial results of the company. 2-3 Submission of quarter interim financial statements together with form(2): financial statements submission form. 9 Listed Companies Continuous Obligations Manual

12 2-1 Announcement of quarter financial results of the company: The company must post the quarter financial results on Tadawul website in accordance with the relevant instructions. The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (25) and clauses (a, b, c, e) of Article (26) of the Listing Rules, and the CMA Board decision. ( ). Financial results should be approved by the board of directors of the company within (15) business days after end of the financial period to which they relate, and to disseminate the announcement on Tadawul website immediately upon approval of the financial results. 1 - The announced annual financial results should be consistent with the audited financial statements approved by the company s auditor, who is appointed by the assembly, and which are approved by the board of directors. 2 - Company must comply with the announcement formats prescribed by the relevant instructions. 3 - Company must clarify and explain all reasons and effects of change in the quarter and interim financial results compared to similar periods of previous year and the previous quarter of the current year, to cover all items of financial statements announcement. 4 - The company must disclose any qualifications or comments reflected in the external auditor s report. 5 - Any reclassification of some of the financial statements items or change in the comparison numbers should be reflected in a separate paragraph of the announcement. 6 - To be ensured of the timing of the announcement two hours at least before trading. 7 - To enter the announcement, in the Companies Information System, through the liaison officer. 8 - To follow-up the announcement with Tadawul, until dissemination thereof on it s website. Annex (1) Instructions about companies announcements which is obtainable from CMA website. 10 Listed Companies Continuous Obligations Manual

13 2-2 Announcement of the summary quarter financial results of the company: The company must post its summary annual financial results on Tadawul website. The following procedures are for guidance: Procedures Appendices Procedures Appendices Clause (c) of Article (26) of the Listing Rules. Financial statements should be posted on Tadawul website immediately upon approval by the board of directors of the company. 1 - Financial statements must be audited and approved by an auditor appointed by the assembly. 2 - Summary financial statements should be consistent with the detailed audited financial statements approved by the auditor and board of directors. 3 - To enter the summary financial statements in the Companies Information System, through the liaison officer. 4 - To follow-up entry of the summary financial statements until they are posted on Tadawul website. 5 - In case of any change in comparison numbers, the company s management shall change these numbers on Tawadul website. 11 Listed Companies Continuous Obligations Manual

14 2-3 Submission of the quarter interim financial statements together with form (2): financial statements submission form The company must submit its detailed quarter financial statements immediately upon approval by the auditor and the board of directors of the company, together with form (2). The following procedures are for guidance: Procedures Appendices Procedures Appendices Clauses (a, b, c, e) of Article (26) of the Listing Rules), and the CMA Board decision. ( ). Financial statements and attachments thereof should be submitted to the Continuous Disclosure Department immediately upon approval by the board of directors of the company, within a period not later than three days after dissemination of the summary financial statements. 1 - To ensure that the financial statements are audited and attached with the auditor s report appointed by the assembly. 2 - Quarter interim financial statements must be approved by the board of directors of the company. 3 - Quarter interim financial statements must be signed by a director authorized by the board of directors, CEO and the CFO of the company. 4 - To complete form (2) which have to be approved by an authorized director, CEO, and CFO. 5 - To send the financial statements, immediately upon approval by the board of directors, together with form (2) to the Authority - Market Supervision Department- Fax: , then to send them by registered mail at P. O. Box , Riyadh Listed Companies Continuous Obligations Manual

15 2- n-periodical Continuous Obligations: 3-1 Disclosure of major developments. 3-2 Other non-periodical obligations. 13 Listed Companies Continuous Obligations Manual

16 3-1 Disclosure of major developments: Definition: Major developments mean any developments in the company s sphere of activity which are not public knowledge and which may have an effect on it s assets and liabilities or financial position or on the general course of its business, which may subsequently lead to substantial movement in the price of its shares and debt instruments, or significantly affect its ability to meet its commitments. Criterion for definition of major developments: Event shall be deemed major, if normal person perceives that if such event is disclosed, it may lead to substantial movement in the price of the shares (or securities) of the company, or significantly affect its ability to meet its commitments. These commitments include the following: Posting of the major developments on Tadawul website Announcement, on Tadawul website, recommendation of the board of directors of the company relating to capital increase through offering of right shares Announcement, on Tadawul website, recommendations of the board of directors of the company relating to capital increase through granting of shares Announcement, on Tadawul website, recommendations of the board of directors of the company relating to proposed capital decrease Announcement, on Tadawul website, signing by the company of a memorandum of understanding with unlisted company/ companies to acquire that or those companies shares Announcement, on Tadawul website, any agreement concluded by the company for acquisition of shares of unlisted company/companies, through capital increase by issuing of shares to the owners of unlisted company/companies. 14 Listed Companies Continuous Obligations Manual

17 3-1-7 Announcements relating to acquisition of listed companies Announcement, on Tadawul website, any decision to declare or recommend or pay dividends or to make any other distributions to holders of its listed securities Announcement, on Tadawul website, any decision not to declare, recommend or pay dividends which would otherwise have been expected to have been declared, recommended or paid in the normal course of events Announcement, on Tadawul website, any decision to call, repurchase, draw, redeem or propose to buy any of its securities and the total amount thereof Announcement, on Tadawul website, any decision not to make payment in respect of listed debt instruments Announcement, on Tadawul website, any change to the rights attached to any class of the listed securities or any securities convertible to shares Announcement, on Tadawul website, of any winding-up order or the appointment of a liquidator in respect of the issuer, its holding company or any of its subsidiaries under the Companies Regulations, or the commencement of any proceeding under the Bankruptcy Regulations Announcement, on Tadawul website, the passing of a resolution by the issuer, its holding company or any subsidiary that it be dissolved or liquidated, or the occurrence of an event or termination of a period of time which would require the company to be put into liquidation or dissolution Announcement, on Tadawul website, the making of any judgment, order or declaration by a court or tribunal of competent jurisdiction, whether at first instance or appeal, which may adversely affect the issuer s utilization of any portion of its assets which in aggregate value presents an amount in excess of 5% of the book value of the net assets of the company The company should notify the Authority when it becomes aware of any decrease in the percentage of its publicly traded shares or decline in the number of shareholders, which is required under the Listing Rules, below the established limit. 15 Listed Companies Continuous Obligations Manual

18 3-1-1 Posting of the major developments on Tadawul website: The company should announce on Tadawul website, at least two hours before trading, any major developments that may lead to substantial movement in the price of its listed securities or significantly affect its ability to meet its commitments. Major developments which company must disc lose include, but not limited to, the following: 1) The purchase of a long term asset, at a price equal to or greater than 10% of the existing net assets of the company. Long term assets include assets the depreciation value of which exceeds one financial year and other assets not expected to be converted into cash within one year. 2) Any debt outside the ordinary course of business, in an amount equal to or greater than 10% of the book value of the company s net assets. 3) Any losses, equal to or greater than 10% of the book value of the company s net assets. 4) Any significant change in the issuer s production environment or trade including but not limited to the availability of resources and the possibility of obtaining them. 5) Any change in the composition of the directors or senior executives of the issuer. 6) Any significant proceedings where the amount involved is equal to or greater than 5% of the book value of the existing net assets of the issuer. 7) The increase or decrease in the net assets of the issuer equal or greater than 10%. 8) The increase or decrease in the gross assets of the issuer equal or greater than 10%. 9) Any transaction between the issuer and a connected person (outside the ordinary course of business of the issuer). The announcement should satisfy the relevant instructions and the following should be considered by the company: 1- The board of directors or audit committees or any other committees meetings should be convened within a period that enables the company to publish the announcement, at least two hours before starting of trading period. 2- In case of occurrence of any major developments within less than two hours from trading period or during trading period, the company shall not disclose it before announcement thereof, except in cases contemplated by the relevant instructions. 3- The company should lay down policies and procedures for disclosure of major developments to ensure meeting of its commitments. 16 Listed Companies Continuous Obligations Manual

19 The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (25) of the Listing Rules and CMA Board decision. ( ). The announcement should be posted on Tadawul website immediately upon approval thereof by the competent person in the company. 1 - The announcement shall be in accordance with the relevant instructions. 2 - The announcement title should be clear and reflect the intended major development. 3 - Detailed description of the major development and explanation of all related information. 4 - Explanation of factors and reasons that led to occurrence of major development. 5 - If event has a financial effect on the financial statements, company should mention it otherwise give the reason. 6 - Company should exercise due care to ensure that any facts or information related to that event are true and not misleading. 7 - Company must not omit or cancel or conceal any facts that may affect the content or results of the major development. 8 - If major event leads to any financial obligation on the company, the announcement should reflect conditions, period, amount of such obligation, the involved parties and its effect on the financial statements. 9 - If a prospective major event is announced by the company, it should announce any new developments occurred to that event To be ensured of the timing of the announcement at least two hours before trading period To enter the announcement in the Companies Information System through the liaison officer To follow-up the announcement with Tadawul, to ensure dissemination thereof on it s website. Annex (1): instructions relating to companies announcements which are obtainable from CMA website. 17 Listed Companies Continuous Obligations Manual

20 3-1-2 Announcement, on Tadawul website, recommendations of the board of directors of the company relating to capital increase through offering of rights shares. Company must announce, on Tadawul website, recommendations of the board of directors in respect of capital increase through offering of right shares. The announcement should satisfy all relevant instructions. The following should be considered by the company: 1- The board of directors or audit committees or any other committees meetings should be convened within a period that enables the company to publish the announcement, at least two hours before trading period. 2- In case of occurrence of any major developments within less than two hours from trading period or during trading period, the company shall not disclose it before publication of the announcement, except in cases contemplated by the relevant instructions. 3- The company should establish policies and procedures for disclosure of major developments to ensure meeting of its commitments. The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (25) and clause (1) of Article (32) of the Listing Rules and CMA Board decision. ( ). The announcement should be posted on Tadawul website immediately upon recommendation of the board of directors relating to capital increase. 18 Listed Companies Continuous Obligations Manual 1 - The announcement shall be in the format prescribed by the relevant instructions. 2 - The announcement title should be as follows: The board of directors of the company (mention company s name) has recommended increase of the company capital through offering rights shares. 3 - The announcement should reflect the following, as a minimum: Total amount needed by the company for capital increase, without an indication as to number of shares and price of share. Reason for capital increase. Date of eligibility is end of the trading day on which the extraordinary assembly, which decides capital increase, is held. The announcement should refer to the fact that it is necessary to obtain the official authorities and the extraordinary general assembly approval of capital increase, and should define the price and number of shares. To enter the announcement in the Companies Information System through the liaison officer. To follow - up the announcement with Tadawul, to ensure dissemination thereof on its website. Annex (1) : instructions relating to companies announcements, which are obtainable from CMA website.

21 3-1-3 Announcement, on Tadawul website, recommendations of the board of directors of the company relating to capital increase through granting shares. Company must announce, on Tadawul website, recommendations of the board of directors in respect of capital increase through granting of shares. The announcement should satisfy all relevant instructions. The following should be considered by the company: 1- The board of directors or audit committees or any other committees meetings should be convened within a period that enables the company to publish the announcement, at least two hours before trading period. 2- In case of occurrence of any major developments within less than two hours from trading period or during trading period, the company shall not disclose it before publication of the announcement, except in cases prescribed by the relevant instructions. 3- The company should establish policies and procedures for disclosure of major developments to ensure meeting of its commitments The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (25) and clause (1) of Article (32) of the Listing Rules and CMA Board decision. ( ). The announcement should be posted on Tadawul website immediately upon recommendations of the board of directors of the company to increase the capital. 19 Listed Companies Continuous Obligations Manual 1 - The announcement shall be in the format prescribed by the relevant instructions. 2 - The announcement title should be as follows: The board of directors of the company (mention company s name) has recommended increase of the company s capital through granting of shares. 3 - The announcement should reflect the following as a minimum: Capital before and after increase. Increase percentage. Number of shares before and after capital increase. Reason for capital increase. Number of shares granted per a share. Date of eligibility is end of the trading day on which the extraordinary assembly, which decides capital increase, is held. Refer to approval of capital increase, number and price of shares, by the official agencies and the extraordinary general assembly. 4 - To enter the announcement in the Companies Information System through the liaison officer. 5 - To follow - up the announcement with Tadawul, to ensure dissemination thereof on its website. Annex (1) : instructions relating to companies announcements.

22 3-1-4 Announcement, on Tadawul website, recommendations of the board of directors of the company relating to proposed capital decrease: Company must announce, on Tadawul website, recommendations of the board of directors in respect of capital decrease. The announcement should satisfy all relevant instructions. The following should be considered by the company: 1- The board of directors or audit committees or any other committees meetings should be convened within a period that enables the company to publish the announcement, at least two hours before trading period. 2- In case of occurrence of any major developments within less than two hours from trading period or during trading period, the company shall not disclose it before publication of the announcement, except in cases prescribed by the relevant instructions. 3- The company should establish policies and procedures for disclosure of major developments to ensure meeting of its commitments. The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (25) and clause (1) of Article (32) of the Listing Rules and CMA Board decision. ( ). The announcement should be posted on Tadawul website immediately upon recommendations of the board of directors of the company to decrease the capital. 1 - The announcement shall be in the format prescribed by the relevant instructions. 2 - The announcement title should be as follows: The board of directors of the company (mention company s name) has recommended to decrease the company s capital. 3 - The announcement should reflect the following as a minimum: Capital before and after decrease. Decrease percentage. Number of shares before and after capital decrease. Reasons and method of capital decrease. Change to number of shares after decrease. Decrease effective date. 4 - The announcement should refer to the fact that it is necessary to obtain the official authorities and the extraordinary general assembly approval of capital increase, and number of shares. 5 - To enter the announcement in the Companies Information System through the liaison officer. 6 - To follow - up the announcement with Tadawul, to ensure dissemination thereof on it s website. Annex (1) : instructions relating to companies announcements. 20 Listed Companies Continuous Obligations Manual

23 3-1-5 Announcement, on Tadawul website, signing by the company of a memorandum of understanding with unlisted company to acquire that company shares: Company must announce, on Tadawul website, signing of any memorandum of understanding with unlisted company/companies to acquire its/ their shares. The announcement should satisfy all relevant instructions. The following should be considered by the company: 1- The board of directors or audit committees or any other committees meetings should be convened within a period that enables the company to publish the announcement, at least two hours before trading period. 2- In case of occurrence of any major developments within less than two hours from trading period or during trading period, the company shall not disclose it before publication of the announcement, except in cases contemplated by the relevant instructions. 3- The company should establish policies and procedures for disclosure of major developments to ensure meeting of its commitments. The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (25) and clause (1) of Article (32) of the Listing Rules and CMA Board decision. ( ). The announcement should be posted on Tadawul website immediately upon signing of the MOU. 21 Listed Companies Continuous Obligations Manual 1 - The announcement should be in the format prescribed by the relevant instructions. 2 - The announcement title should be as follows: The company has executed a memorandum of understanding with company/companies (mention name) for acquiring of its/their shares 3 - The announcement should reflect the following as a minimum: MOU execution date. MOU term. Name of involved company/companies. Financial advisor of each party to the agreement. Most important conditions of the MOU. Actions to be taken by the company during the duration of the agreement. Refer to approval of capital increase by the official agencies and the extraordinary general assembly for the purpose of acquiring of the company shares. 4 - To enter the announcement in the Companies Information System through the liaison officer. 5 - To follow- up the announcement with Tadawul, to ensure dissemination thereof on its website. Annex (1) : instructions relating to companies announcements.

24 3-1-6 Announcement, on Tadawul website, any agreement concluded by the company for acquisition of shares of unlisted company/companies, through capital increase by issuing of shares to the owners of unlisted company/companies: Company must announce, on Tadawul website, signing of any agreement with unlisted company/companies to acquire its/their shares. The announcement should satisfy all relevant instructions. The following should be considered by the company: 1- The board of directors or audit committees or any other committees meetings should be convened within a period that enables the company to publish the announcement, at least two hours before the first trading period. 2- In case of occurrence of any major developments within less than two hours from trading period or during trading period, the company shall not disclose it before publication of the announcement, except in cases contemplated by the relevant instructions. 3- The company should establish policies and procedures for disclosure of major developments to ensure meeting of its commitments. The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (25) and clause (1) of Article (32) of the Listing Rules and CMA Board decision. ( ). The announcement should be posted on Tadawul website immediately upon signing of the acquisition agreement. 1 - The announcement should be in the format prescribed by the relevant instructions. 2 - The announcement title should be as follows: The company has executed an agreement with company/companies (mention name) for acquiring of its/their shares through company s capital increase by issuing of shares to the owners of ( ) company 3 - The announcement should reflect the following as a minimum: Amount and percentage of capital increase. Number of shares before and after capital increase. Name of company/companies which it s/their shares shall be acquired. Value of the company/companies which their shares shall be acquired. Value of listed company. Annex (1) : instructions relating to companies announcements, which is obtainable from CMA website. 22 Listed Companies Continuous Obligations Manual

25 Procedures Appendices Procedures Appendices Percentage of shares exchange. Percentage of ownership of listed company in the company/companies which shall be acquired after issue of shares. * Ownership percentage of shareholders to whom new shares shall be issued after acquisition of the shares of listed company. Agreement execution date. Any relevant substantial information or conditions that may affect the price of share. Agreement expiry date and conditions of termination thereof. Refer to the fact that it is necessary to obtain the official agencies and the extraordinary general assembly approval of capital increase for the purpose of acquiring shares. 4 -To enter the announcement in the Companies Information System through the liaison officer. 5 -To follow - up the announcement with Tadawul, to ensure dissemination thereof on its website. * By virtue of Article (3) of the Merger and Acquisition Rules, if ownership of shareholders to whom new shares in the listed company shall be issued, exceed 50%, trading of the shares of listed company will be immediately suspended on the announcement, until takeover is completed. Once acquisition is done, the Authority will cancel the listing of the securities of listed company. 23 Listed Companies Continuous Obligations Manual

26 3-1-7 Announcements relating to acquisition of listed companies: Company must comply with the Merger and Acquisition Rules, and should ensure that the announcement satisfies all relevant instructions. The following must be considered by the company: 1- The board of directors or audit committees or any other committees meetings should be convened within a period that enables the company to publish the announcement, at least two hours before trading period. 2- In case of occurrence of any major developments within less than two hours from trading period or during trading period, the company shall not disclose it before publication of the announcement, except in cases contemplated by the relevant instructions. 3- The company should establish policies and procedures for disclosure of major developments to ensure meeting of its commitments. Important: The company should coordinate with the Merger and Acquisition Department before announcement Announcement, on Tadawul website, any decision to declare, recommend or pay dividends or to make any other distributions to holders of its listed securities: The company must announce, on Tadawul website, any decision to declare, recommend or pay dividends or to make any other distributions to holders of its listed securities. The announcement should satisfy the relevant instructions, and the following should be considered by the company: 24 Listed Companies Continuous Obligations Manual

27 1- The board of directors or audit committees or any other committees meetings should be convened within a period that enables the company to publish the announcement, at least two hours before trading period in the exchange. 2- In case of occurrence of any major developments within less than two hours from trading period or during trading period, the company shall not disclose it before publication of the announcement thereof, except in cases contemplated by the relevant instructions. 3- The company should establish policies and procedures for disclosure of major developments to ensure meeting of its commitments The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (25) and clause (3) of Article (32) of the Listing Rules and CMA Board decision. ( ). The announcement should be posted on Tadawul website immediately upon approval thereof by the competent person in the company 1 - The announcement should be in the format prescribed by the relevant instructions. 2 - The announcement title should be clear and reflect the intended event. 3 - Full details of the event and related information. 4 - Company should exercise due care to ensure that any facts or information related to that event are true and not misleading. 5 - Company must not omit or cancel or conceal any facts that may affect the content or results of the event. 6 - To be ensured of the timing of the announcement at least two hours before trading. 7 - To enter the announcement in the Companies Information System through the liaison officer. 8 - To follow - up the announcement with Tadawul, to ensure dissemination thereof on its website. Annex (1): Instructions related to companies announcements which is obtainable from CMA website. 25 Listed Companies Continuous Obligations Manual

28 3-1-9 Announcement, on Tadawul website, any decision not to declare, recommend or pay dividends which would otherwise have been expected to have been declared, recommended or paid in the normal course of events: The company must announce, on Tadawul website, any decision not to declare, recommend or pay dividends which would have otherwise have been expected to have been declared, recommended or paid in the normal course of events. The announcement should satisfy the relevant instructions, and the following should be considered by the company: 1- The board of directors or audit committees or any other committees meetings should be convened within a period that enables the company to publish the announcement, at least two hours before the first trading period. 2- In case of occurrence of any major developments within less than two hours from trading period or during trading period, the company shall not disclose it before publication of the announcement, except in cases contemplated by the relevant instructions. 3- The company should establish policies and procedures for disclosure of major developments to ensure meeting of its commitments. The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (25) and clause (4) of Article (32) of the Listing Rules and CMA Board decision. ( ). The announcement should be posted on Tadawul website immediately upon approval thereof by the competent person in the company. 1 - The announcement should be in the format prescribed by the relevant instructions. 2 - The announcement title should be clear and reflect the intended event. 3 - Full description of the event with all related information. 4 - Company should exercise due care to ensure that any facts or information related to that event are true and not misleading. 5 - Company must not omit or cancel or conceal any facts that may affect the content or consequences of the event. 6 - To be ensured of the timing of the announcement at least two hours before trading. 7 - To enter the announcement in the Companies Information System through the liaison officer. 8 - To follow - up the announcement with Tadawul, to ensure dissemination thereof on its website. Annex (1): instructions relating to companies announcements, which is obtainable from CMA website. 26 Listed Companies Continuous Obligations Manual

29 Announcement, on Tadawul website, any decision to call, repurchase, draw, redeem or propose to buy any of its securities and the total amount thereof: The company must announce, on Tadawul website, any decision to call, repurchase, draw, redeem or propose to buy any of its securities and the total amount thereof. The announcement should satisfy the relevant instructions, and the following should be considered by the company: 1- The board of directors or audit committees or any other committees meetings should be convened within a period that enables the company to publish the announcement, at least two hours before trading period. 2- In case of occurrence of any major developments within less than two hours from trading period or during trading period, the company shall not disclose it before publication of the announcement, except in cases contemplated by the relevant instructions. 3- The company should establish policies and procedures for disclosure of major developments to ensure meeting of its commitments. The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (25) and clause (5) of Article (32) of the Listing Rules and CMA Board decision. ( ). The announcement should be posted on Tadawul website immediately upon approval thereof by the competent person in the company. 1 - The announcement should be in the format prescribed by the relevant instructions. 2 - The announcement title should be clear and reflect the intended event. 3 - Full description of the event and related information. 4 - Company should exercise due care to ensure that any facts or information related to that event are true and not misleading. 5 - Company must not omit or cancel or conceal any facts that may affect the content or consequences of the event and all related information. 6 - To be ensured of the timing of the announcement at least two hours before trading period. 7 - To enter the announcement in the Companies Information System through the liaison officer. 8 - To follow - up the announcement with Tadawul, to ensure dissemination thereof on its website. Annex (1): instructions related to companies announcements, which is obtainable from CMA website. 27 Listed Companies Continuous Obligations Manual

30 Announcement, on Tadawul website, any decision not to make payment in respect of listed debt instruments: The company must announce, on Tadawul website, any decision not to make payment in respect of listed debt instrument. The announcement should satisfy the relevant instructions, and the following should be considered by the company: 1- The board of directors or audit committees or any other committees meetings should be convened within a period that enables the company to publish the announcement, at least two hours before trading period. 2- In case of occurrence of any major developments within less than two hours from trading period or during trading period, the company shall not disclose it before publication of the announcement, except in cases contemplated by the relevant instructions. 3- The company should establish policies and procedures for disclosure of major developments to ensure meeting of its commitments. The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (25) and clause (6) of Article (32) of the Listing Rules and CMA Board decision. ( ). The announcement should be posted on Tadawul website immediately upon approval thereof by the competent person in the company. 1 - The announcement be in the format prescribed by the relevant instructions. 2 - The announcement title should be clear and reflect the intended event. 3 - Full details of the event and related information 4 - Company should exercise due care to ensure that any facts or information related to that event are true and not misleading. 5 - Company must not omit or cancel or conceal any facts that may affect the content or consequences of the event. 6 - To be ensured of the timing of the announcement at least two hours before trading period. 7 - To enter the announcement in the Companies Information System through the liaison officer. 8 - To follow- up the announcement with Tadawul, to ensure dissemination thereof on its website. Annex (1): Companies announcements, which is obtainable from the CMA website. 28 Listed Companies Continuous Obligations Manual

31 Announcement, on Tadawul website, any change in the rights attached to any class of the listed securities or any securities convertible to shares: The company must announce any change to the rights attached to any class of the listed securities or any securities convertible to shares. The announcement should satisfy the relevant instructions, and the following should be considered by the company: 1- The board of directors or audit committees or any other committees meetings should be convened within a period that enables the company to publish the announcement, at least two hours before trading period. 2- In case of occurrence of any major developments within less than two hours from trading period or during trading period, the company shall not disclose it before publication of the announcement, except in cases contemplated by the relevant instructions. 3- The company should establish policies and procedures for disclosure of major developments to ensure meeting of its commitments. The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (25) and clause (7) of Article (32) of the Listing Rules and CMA Board decision. ( ). The announcement should be posted on Tadawul website immediately upon approval thereof by the competent person in the company. 1 - The announcement be in the format prescribed by the relevant instructions. 2 - The announcement title should be clear and reflect the intended event. 3 - Full details of the event and related information 4 - Company should exercise due care to ensure that any facts or information related to that event are true and not misleading. 5 - Company must not omit or cancel or conceal any facts that may affect the content or consequences of the event. 6 - To be ensured of the timing of the announcement at least two hours before trading period. 7 - To enter the announcement in the Companies Information System through the liaison officer. 8 - To follow - up the announcement with Tadawul, to ensure dissemination thereof on its website. Annex (1): which contains instructions related to companies announcements, which is obtainable from the CMA website. 29 Listed Companies Continuous Obligations Manual

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