Listed Companies Continuous Obligations Manual

Transcription

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: , [email protected], 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 : , [email protected], 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: , [email protected], 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

32 Announcement, on Tadawul website, of any winding-up order or the appointment of a liquidator in respect of the company, its holding company or any of its subsidiaries under the Companies Regulations, or the commencement of any proceeding under the Bankruptcy Regulations: The company must announce any winding-up order or the appointment of a liquidator in respect of it, its holding company or of its subsidiaries under the Companies Regulations, or the commencement of any proceeding under the Bankruptcy Regulations. 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 (3) of Article (34) 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 major development. 3 - Full description of the major event 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. Annex (1): Companies announcements, which is obtainable from CMA website. 30 Listed Companies Continuous Obligations Manual

33 Procedures Appendices Procedures Appendices 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 its website. 31 Listed Companies Continuous Obligations Manual

34 Announcement, on Tadawul website, the passing of a resolution by the, 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: The company must announce the passing of a resolution by it, 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. 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 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 (4) of Article (34) 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 major development. 3 - Full description of the major event 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. Annex (1): Companies announcements, which is obtainable from CMA website. 32 Listed Companies Continuous Obligations Manual

35 Procedures Appendices Procedures Appendices 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 its website. 33 Listed Companies Continuous Obligations Manual

36 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 company 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 must announce 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 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 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 (34) of the Listing Rules and Authority 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 major development. 3 - Full description of the major event 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. Annex (1): Companies announcements, which is obtainable from CMA website. 34 Listed Companies Continuous Obligations Manual

37 Procedures Appendices Procedures Appendices 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 its website. 35 Listed Companies Continuous Obligations Manual

38 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 minimum level: 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. The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (25) and clause (6) of Article (34) of the Listing Rules. The company should immediately notify the Authority, when becoming aware of such change. To notify the Authority in writing, when the company becoming aware that the listed shares which are in the hands of the public or the number of shareholders required by the Listing Rules has fallen below the minimum levels required, taking the following into account: Give the date of that fall. Percentage of shares in the hands of the public compared to total shares of the company. Number of existing shareholders. 36 Listed Companies Continuous Obligations Manual

39 3-2 Other non-periodical continuous obligations: Respond to inquiries raised by the Continuous Disclosure Department relating to material news and change in the prices 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 any director or business relationship with any 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 significant change in the holding or identity of those holding more than 5% of the company s listed securities Announcement of any change in the company s by-laws or the location of its principal office Announcement, on Tadawul website, any change in the external auditor. 37 Listed Companies Continuous Obligations Manual

40 3-2-1 Respond to inquiries raised by the Continuous Disclosure Department relating to material news and change in the prices: On receiving the inquiry fax from the Continuous Disclosure Department in respect of the material news and change to the share price. The following procedures are for guidance: Procedures Appendices Procedures Appendices Clause (a, b) of Article (3) of the Listing Rules. The reply should be sent within one hour from the inquiry. On receiving the inquiry fax from the Continuous Disclosure Department, the company should: Prepare the reply to the inquiry raised by the Continuous Disclosure Department. Approve the reply by the authorized director or his assign. Send the reply to the Continuous Disclosure Department by fax. 38 Listed Companies Continuous Obligations Manual

41 3-2-2 Respond to inquiries raised by the Continuous Disclosure Department relating to auditor s qualifications: On receiving the inquiry fax from the Continuous Disclosure Department in respect of any qualifications or inquiries about the financial statements. The following procedures are for guidance: Procedures Appendices Procedures Appendices Clause (a, b) of Article (3) and clauses (d, e) of Article (26) of the Listing Rules. Within a period not later than (2) days from fax date, as the case may be. On receiving the inquiry fax from the Continuous Disclosure Department, the company should: 1- Prepare the reply to the inquiry raised by the Continuous Disclosure Department. 2- Approve the reply by the authorized director or his assign. 1- Send the reply to the Continuous Disclosure Department by fax. 39 Listed Companies Continuous Obligations Manual

42 3-2-3 tification as to changes in the composition of directors and senior executives and their associates: The company should provide the Market Supervision Department information about the board of directors and senior executives and their associates, in case of any change to such information. The following procedures are for guidance: Procedures Appendices Procedures Appendices Article (33) of the Listing Rules and the CMA Board decision. ( ) To send it promptly upon any change in the board of directors and senior executives of the company. 1 - To remind the board of directors and senior executive of their duty to provide the required information and up-to-date copies of the required documents. 2 - Provide the new directors and senior executives with the manual governing their obligations as to ownership of shares. 3 - To verify information and obtain copy of the family book, or national identification card of the single persons, national identification card for GCC citizens and a copy of the Iqama (resident permit) for non-saudis. 4 - To complete form (5), to verify the information of directors and senior executives and their associates. 5 - The company must verify the information for correctness thereof. 6 - To approve form (5) by the company s representative. 7 - To attach form (5) with the documents required under item (3) above. 8 - To send form (5) to the Authority - Market Supervision Department - Fax: , [email protected], then to send it by registered mail at P. O. Box , Riyadh Annex (4): form (5) which is obtainable from the CMA website. 40 Listed Companies Continuous Obligations Manual

43 3-2-4 tification as to termination of any director or business relationship with any senior executive: The company should notify the Authority of termination of any director or business relationship with any senior executive. The following procedures are for guidance: Procedures Appendices Procedures Appendices Clause (a, b) of Article (25) of the Listing Rules. To send it promptly upon any change in the board of directors and senior executives of the company. 1 - To notify the Market Supervision Department of termination of any director or business relationship with any senior executive. 2 - To complete and verify form (6). 3 - The company must verify the information for correctness thereof. 4 - To approve form (6) by the company s representative. 5 - To send form (5) to the Authority - Market Supervision Department - Fax: , [email protected], then to send it by registered mail at P. O. Box , Riyadh Annex (6): form (6) which is obtainable from the CMA web website. 41 Listed Companies Continuous Obligations Manual

44 3-2-5 Re-appointment of new representatives: In case of any change to the company s representatives, their information should be updated accordingly and to send the relevant form (1). The following procedures are for guidance: Procedures Appendices Procedures Appendices Clause (a, b) of Article (3) of the Listing Rules. To appoint a representative of the company promptly upon any change in the representatives of the company. 1 - Substitute representatives shall be appointed for all purposes relating to the Listing Rules. 2 - To complete form (1) about the board of directors resolution as to authorization of the company s representatives and their information. 3 - The company must verify the information for correctness thereof. 4 - To approve form (1) by the company s chairman 5 - To send form (1) to the Authority - Market Supervision Department - Fax: , [email protected], then to send it by registered mail at P. O. Box , Riyadh Annex (5): form (1) which is obtainable from the CMA website. 42 Listed Companies Continuous Obligations Manual

45 3-2-6 Investment by the company in the shares of listed companies: The company intending to invest in listed company should comply with the conditions contemplated by the Authority s decision The following procedures are for guidance: Procedures Appendices Procedures Appendices CMA Board decision. ( ) To notify the Authority before investment in the shares of listed companies. 1 - Investment should be made by a decision of the board of directors of the company, reflecting the investment controls. 2 - Purchasing or selling of listed securities should be through an investment fund or a portfolio to be managed by an authorized person, under a management contract endorsed by the Authority. The contract should provide for full segregation between the company and investment decisions, but investment for a period of one year or more is excluded, provided that securities shall not be sold before elapse of one year after the last purchase process. 3 - The company should ensure compliance of its affiliates with the decision. 4 - To send a draft copy of the portfolio management contract to the Authority for its review. 5 - If contract is approved by the Authority, a signed copy shall be sent to the Authority. 6 - Items (2) and (3) above are not applicable to banking and insurance sectors. 7 - To send the required information and documents to the Authority - Market Supervision Department - Fax: , [email protected], then to send it by registered mail at P. O. Box , Riyadh Listed Companies Continuous Obligations Manual

46 3-2-7 tification of the Authority, without any delay, of any significant change in the holding or identity of those holding more than 5% of the company s listed securities: The company should notify the Authority when becoming aware of any significant change in the holding or identity of those holding more than 5% of the company s listed securities. The following procedures are for guidance: Procedures Appendices Procedures Appendices Clause (2) of Article (32) of the Listing Rules. To promptly notify the Authority of such change. 1 - To notify the authority of any change in the ownership vide a letter reflecting investor s name, ID number and change date. 44 Listed Companies Continuous Obligations Manual

47 3-2-8 Announcement of any change in the company s by-laws or the location of its principal office: The company must announce, on Tadawul website, any change in its by-laws or the location of its principal office. 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 (1) of Article (34) 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 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 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. 45 Listed Companies Continuous Obligations Manual

48 3-2-9 Announcement, on Tadawul website, any change in the external auditor: The company must announce, on Tadawul website, any change in the external auditor. 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 (2) of Article (34) 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 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 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. 46 Listed Companies Continuous Obligations Manual

49 47 Appendices

50 Annex (1)

51 Instructions relating to companies announcements

52 اannouncements Instructions relating to companies Introduction These instructions were prepared pursuant to the CMA Board resolution about the information which have to be reflected in the announcements of listed companies, to help the companies to fully comply with the Listing Rules in general and the articles governing continuous disclosure in particular, in an attempt to enhance transparency and disclosure in the Capital Market, and help investors to take sound investment decisions relying on full and correct information. These instructions reflect the main components which have to be satisfied by all announcements disseminated through Tadawul system, in particular those announcements relating to financial results, company s board of directors recommendations as to capital increase or decrease, convening of the ordinary and extraordinary general assembly and decisions taken by any of them. 3

53 General instructions which companies should consider on publication of their announcements Presented below the information which should be reflected in any announcement of major event which occurred or expected to occur: 1 - The announcement title should be clear and reflect the intended major development. 2 - Full description of the major event and explanation of all related information. 3 - Explanation of factors and reasons that led to occurrence of major development. 4 - If event has a financial effect on the financial statements, company should mention it otherwise give the reason. 5 - Company should exercise due care to ensure that any facts or information related to that event are true and not misleading. 6 - Company must not omit or cancel or conceal any facts that may affect the content or results of the major event. 7 - 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. 8 - If a prospective major event is announced by the company, it should announce any new developments occurred to that event. 9 - Companies should observe the announcement forms reflected by the instructions about disclosure of financial results Banks and insurance companies should observe the financial results announcement forms reflected by these instructions, which contain essential elements that must be included in their financial results announcements. 4

54 Instructions about announcement of financial results Announcements of financial results should mainly contain the following information: 1 - Net profit(loss) for the existing quarter compared to similar quarter for the previous year, showing percentage of change as well as comparing it with the previous quarter, showing percentage of change. 2 - Total profit(loss) for the existing quarter compared to similar previous quarter, showing percentage of change. 3 - Total operating profit (loss) for the existing year compared to similar quartet for the previous year, showing percentage of change. 4 - Net profit (loss) for the existing period compared to similar period for the previous year, showing percentage of change. 5 - Profit (loss) per share for the existing period compared to similar period for the previous year. 6 - Total profit (loss) for the existing period compared to similar period for the previous year, showing percentage of change. 7 - Operating profit (loss) for the existing year compared to similar period for the previous year, showing percentage of change. 8 - Reasons and major effects of change. te: Total profit(loss) means the difference between net sales(revenues) and sales cost (revenues cost). Operating profit (loss) means the difference between total profits and operating expenses. Net profit (loss) means the last figure in the statement of income (after zakat and taxes). If profit per share is changed compared to similar period of the previous year due to change in capital, this fact should be reflected in the announcement by adding a statement in this regard. Any change to comparison figures for the similar period, should be reflected in the announcement by adding a statement in this regard. If profits are realized by the company for the existing period compared to loss for similar period (or vice versa), percentage of change should not be reflected in the announcement. Items (7,6,4) above are not applicable to announcement of interim financial results, if the announcement is for the first quarter of the fiscal year. The company should clearly and accurately give the reasons and major effects of change in its results, whether negative or positive, so that to allow investors to know the real reason of change. Presented below annual and quarter financial results announcement forms: 5

55 Annual financial results announcement form for companies, other than banks and insurance companies The announcement title should be as follows: company announces the annual financial results for the period ending on. Announcement in details:. Company announces the annual financial results for the period ending on : 1 - Net profit (loss) is SR, compared to SR for the previous year, by an increase/decrease of %. 2 - Profit (loss) per share is SR, compared to SR for the previous year. 3 - Profit(loss) is SR, compared to SR for the previous year, by increase/decrease of %. 4 - Operating profit (loss) is SR, compared to SR for the previous year, by an increase/decrease of %. 5 - Increase /decrease is attributable to 6

56 Quarter financial results announcement form for companies, other than banks and insurance companies The announcement title should be as follows: company announces the interim financial results for the period ending on. (Three/six/nine/twelve months) Announcement in details:. Company announces the interim financial results for the period ending on : 1 - Net profit (loss) for (first/second/third/fourth) quarter is SR compared to SR for similar quarter of previous year, by an increase (decrease) of SR compared to SR for the previous quarter, by an increase (decrease) of %, and compared to SR for the previous quarter, at an increase 0f %. 2 - Total profit (loss) for (first/second/third/fourth) quarter is SR compared to SR for similar quarter of previous year, by an increase (decrease) of %. 3 - Operating profit(loss) for (first/second/third/fourth) quarter is SR compared to SR for similar quarter of previous year, by an increase (decrease) of %. 4 - Net profit (loss) for (6,9,12 months) is SR compared to SR for similar period of previous year, by an increase (decrease) of %. 5 - Profit (loss) per share for (3,6,9,12 months) is SR compared to SR for similar period of previous year. 6 - Total profit (loss) for (6,9,12 months) is SR compared to SR for similar period of previous year, by an increase (decrease) of %. 7 - Operating profit (loss) for (6,9,12 months) is SR compared to SR for similar period of previous year, by an increase (decrease) of %. 8 - Increase (decrease) is attributable to.. 7

57 Annual financial results announcement form for banks Announcement in brief: Bank announces the financial results for the period ending on. Announcement in details:. Bank announces the annual financial results for the fiscal year ending on, as follows: 1 - Net profit (loss) is SR, compared to SR for the previous year, by an increase (decrease) of %. 2 - Profit(loss) per share is SR.., compared to SR for the previous year. 3 - Total transactions/investments profit/loss is SR compared to SR for the previous year, by an increase (decrease) of %. 4 - Net special commissions/investments profit/loss is SR, compared to SR for the previous year, by an increase (decrease) of %. 5 - Total assets amount is SR, compared to SR for the previous year, by an increase (decrease) of %, total investments is SR, compared to SR for the previous year, by an increase (decrease) of %, loans and advances portfolio amount is SR compared to SR for the previous year, by an increase/decrease of %, and customers deposits amount is SR, compared to SR for the previous year, by an increase (decrease) of..%. 6 - Increase(decrease) is attributable to

58 Quarter financial results announcement form for banks Announcement in brief:. Bank announces the interim financial results for the period ending on. (3/6/9/12 months) Announcement in details:. Bank announces the interim financial results for the period ending on, as follows: 1 - Net profit (loss) for (first/second/third/fourth) quarter is SR, compared to SR for similar previous quarter of previous year, by an increase (decrease) of %, and compared to net profit(loss) of SR for the previous quarter, by an increase (decrease) of %. 2 - Total transactions/investments profit/loss for (first/second/third/fourth) quarter is SR compared to SR for similar quarter of previous year, by an increase (decrease) of %. 3 - Net special commissions/investments profit/loss for (first/second/third/fourth) quarter is SR, compared to SR for similar quarter of previous year, by an increase (decrease) of %. 4 - Net profit/loss for (6/9/12 months) is SR, compared to SR for similar period of previous year, by an increase (decrease) of %. 5 - Profit (loss)per share for (3,6/9/12 months) is SR, compared to SR for similar period of previous year. 6 - Total transactions/investments profit for (6/9/12 months) is SR compared to SR for similar period of previous year, by an increase (decrease) of % Net special commissions/investments net profit for (6/9/12 months) is SR compared to SR for similar period of previous year, by an increase (decrease) of %. 8 - Total assets amount for (3/6/9/12 months) is SR, compared to SR for the previous year, by an increase (decrease) of %, and total investments for (3/6/9/12 months) is SR, compared to SR for similar period of previous year, by an increase (decrease) of %, loans and advances portfolio amount for (3/6/9/12 months) is SR, compared to SR for the previous year, by an increase (decrease) of %, and customers deposits amount is SR, compared to SR for the previous year, by an increase (decrease) of %. 9 - Increase (decrease) is attributable to 9

59 Annual financial results announcement form for insurance companies Announcement in brief:. announces the annual financial results for the period ending on. Announcement in details:. Company announces the financial results for the period ending on., as follows: 1 - Net profit (loss) is SR, compared to SR for the previous year, by an increase(decrease) of %. 2 - Profit (loss) per share is SR, compared to SR for the previous year. 3 - Surplus(deficit) of insurance transactions less returns of policy holders investments (operating transactions results) is SR, compared to SR, for the previous year,by an increase(decrease) of %. 4 - Gross written premium (GWP) for the year is SR, compared to SR for the previous year, by an increase(decrease) of %, and net written premium (NWP) for the year is SR, compared to SR for the previous year, by an increase(decrease) of.%. 5 - Net incurred claims for the year is SR, compared to SR for the previous year, by an increase(decrease) of %. 6 - Net profit (loss) of policy holders investments for the year is SR, compared to SR for the previous year, by an increase(decrease) of %, and net profit (loss) of shareholders capital investments for the year is SR, compared to SR for the previous year, by an increase(decrease) of %. 7 - Pre-operating expenses are SR. (if it is the first operating year of the company). 8 - Increase(decrease) is attributable to 10

60 Quarter financial results announcement form for insurance companies Announcement in brief:. announces the annual financial results for the period ending on. Announcement in details:. Company announces the financial results for the period ending on, as follows: 1 - Net profit (loss) for (first/second/third/fourth) quarter is SR, compared to SR for similar quarter of the previous year, by an increase (decrease) of %, and compared to SR for the previous quarter, by an increase (decrease) of %. 2 - Surplus (deficit) of insurance transactions less returns of policy holders investments (operating transactions results) for (first/second/third/fourth) quarter is SR, compared to SR, for similar quarter of previous year by an increase (decrease) of %. 3 - Gross written premium (GWP) for (first/second/third/fourth) quarter is SR, compared to SR for similar quarter of previous year, by an increase(decrease) of %, and net written premium (NWP) for (first/second/third/fourth) quarter is SR compared to SR for similar quarter of previous year, by an increase (decrease) of %. 4 - Net incurred claims for (first/second/third/fourth) quarter is SR, compared to SR for similar quarter of previous year, by an increase (decrease) of %. 5 - Net profit (loss) of policy holders investments for (first/second/third/fourth) quarter is SR, compared to SR for similar quarter of the previous year, by an increase (decrease) of %, and net profit (loss) of shareholders capital investments for (first/second/third/fourth) quarter is SR, compared to SR for similar quarter of previous year, by an increase (decrease) of %. 6 - Net profit (loss) for (6/9/12 months) is SR, compared to SR for similar period of previous year, by an increase (decrease) of %. 11

61 7 - Profit(loss) per share for (3/6/9/12 months) is SR, compared to SR for similar period of the previous year. 8 - Surplus(deficit) of insurance transactions less returns of policy holders investments (operating transactions results) for (6/9/12 months) is SR, compared to SR for similar period of previous year by an increase(decrease) of %. 9 - Gross written premium (GWP) for (6/9/12 months) is SR, compared to SR for similar period of previous year, by an increase (decrease) of %, and net written premium (NWP) for (6/9/12 months) is SR, compared to SR for similar period of previous year, by an increase(decrease) of % Net incurred claims for (6/9/12 months) is SR, compared to SR for similar period of previous year, by an increase(decrease) of % Net profit (loss) of policy holders investments for (6/9/12 months) is SR, compared to SR for similar period of the previous year, by an increase(decrease) of %, and net profit (loss) of shareholders capital investments for (6/9/12 months) is SR, compared to SR for similar period of previous year, by an increase (decrease) of % Increase (decrease) is attributable to 12

62 Instructions relating to announcement of capital change (1) Announcement of the company s board of directors recommendations as to capital increase through offer of right shares (a) The announcement title should be as follows: The board of directors of (company name) has recommended to increase the company s capital through offer of right shares. (b) The announcement must reflect the following as a minimum: 1- Increase amount, without indication to number and value of shares. 2- Reasons of capital increase. 3- Date of eligibility is the end of trading day on which the extraordinary assembly convenes to decide capital increase. 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 should define price and number of shares. (2) Announcement, on Tadawul website, recommendations of the board of directors of the company relating to proposed capital increase through granting of shares. 13 (a) The announcement title must be as follows: The board of directors of (company name) has recommended to increase the company s capital through granting of shares (b) The announcement must reflect the following as a minimum: 1- Capital before and after increase. 2- Increase percentage. 3- Number of shares before and after capital increase. 4- Reason for capital increase. 5- Rate of increase per share. 6- Date of eligibility is the end of trading day on which the extraordinary assembly convenes to decide capital increase. 7- 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 price and number of shares.

63 (3) Announcement, on Tadawul website, recommendations of the board of directors of the company relating to proposed capital decrease. (a) The announcement title must be as follows: The board of directors of (company name) has recommended to decrease the company s capital (b) The announcement must reflect the following as a minimum: 1- Capital before and after decrease. 2- Decrease percentage. 3- Number of shares before and after capital decrease. 4- Reasons and method of capital decrease. 5- Change in the number of shares after capital decrease. 6- Decrease effective date. 7- The announcement should refer to the fact that it is necessary to obtain the official authorities and the extraordinary general assembly approval of capital decrease, and should define price and number of shares. (4) First stage: Signing by the company of memorandum of understanding with unlisted company/companies to acquire its/their shares (a) Announcement title must be as follows: A MOU has been signed by (company name) with (company/companies) to acquire its/their shares (b) The announcement must reflect the following, as a minimum: 1- MOU execution date. 2- MOU term. 3- Name of involved company/companies. 4- Legal advisor of each of the involved parties/ 5- Most important conditions of the MOU. 6- Actions which the company shall take during the MOU period. 7- 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 for the purpose of acquisition of (company name) shares. 14

64 (5) Second stage: Announcement of 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. (a) The announcement title must be as follows: (company name) has concluded an agreement for acquisition of (company name) shares through capital increase of the company by issuing of shares to the owners of ( ) company. (b) The announcement should reflect the following, as a minimum: 1- Amount and percentage of capital increase. 2- Number of shares before and after capital increase. 3- Name of company/companies which its/their shares shall be acquired. 4- Value of company/companies which its/ their shares shall be acquired. 5- Value of listed company. 6- Percentage of shares exchange. 7- Percentage of ownership of listed company in the company/companies which shall be acquired after issue of shares. 8- Ownership percentage of shareholders to whom new shares shall be issued after acquisition of the shares of listed company*. 9- Agreement execution date. 10- Any relevant substantial information or conditions that may affect the price of share. 11- Agreement expiry date and conditions of termination thereof. 12- 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 for the purpose of acquisition of (company name) shares. * By virtue of Article (3) of the Merger and Acquisition Rules, if percentage of shareholders ownership to whom new shares shall be issued in the listed company, exceeds 50%, the trading of the shares of listed company shall be suspended promptly upon the announcement until finalization of acquisition process. After that listing of the securities of the listed company shall be cancelled. te: Concerning the required announcements, if the company subject of acquisition is a listed company, it must comply with the Merger and Acquisition Rules. 15

65 Instructions relating to announcements about general assemblies (1) Convening of the general assembly (ordinary or extraordinary) (a) Subject o approval of the official authorities, the announcement title must be as follows: company invites all its shareholders to attend the general assembly meeting (ordinary or extraordinary). (b) The announcement should reflect the following, as a minimum: 1- Assembly s agenda. 2- Venue, date and time of convening. 3- If the agenda includes dividends (in cash or shares), all details of such dividends and dividends eligibility, as recommended by the board of directors of the company, should be reflected in the announcement. 4- Mention who has the right to attend in accordance with the laws and regulations. 5- Quorum. If the agenda includes capital change, the title of the announcement should be as follows: company invites all its shareholders to attend the extraordinary assembly for discussion of capital increase/decrease). 16 (c) The announcement shall also reflect the following, to be added to the items in (b) above: 1- Capital before and after increase/ decrease. 2- Change percentage. 3- Number of shares before and after capital increase/decrease. 4- Reasons and method of capital increase/decrease. 5- Rate of increase (decrease) per share. 6- Date of eligibility in case of increase. 7- Decrease effective date in case of decrease. 8- In case of capital increase through subscription, mention share value (nominal share value and premium). 9- If capital is changed for the purpose of merger or acquisition of the shares of other company, the announcement should reflect all relevant details and effective date of capital increase.

66 (2) Announcement of the general assembly (ordinary or extraordinary) meeting results (a) The announcement title must be as follows: company announces the results of the general assembly (ordinary or extraordinary) meeting. (b) The announcement should reflect the following, as a minimum: 1- Results of the voting on the agenda. 2- In case of approval of distribution of dividends (in cash or shares), the announcement should reflect all relevant details, eligibility and distribution date. If capital increase/decrease is approved by the general assembly, the title of the announcement shall be as follows: company announces the results of the extraordinary assembly meeting approving company s capital increase (decrease). (c) The announcement shall also reflect the following, to be added to the items in (b) above: 1- Company s capital before and after change. 2- Change percentage. 3- Number of shares before and after capital change. 4- Reasons and method of capital increase/ decrease. 5- Rate of increase (decrease) per share. 6- Date of eligibility, in case of increase. 7- Decrease effective date in case of decrease. 8- Share value (nominal share value and premium), in case of capital increase through subscription 9- If capital is changed for the purpose of merger or acquisition of the shares of other company, the announcement should reflect all relevant details and effective date of capital increase. 17

67 (3) Announcement of non-convening of the general ordinary and extraordinary assembly (a) The announcement title should be as follows: company announces that the general assembly (ordinary and extraordinary shall not be convened. (b) The announcement must reflect the following, as a minimum: 1- Reason for non-convening. 2- Effect of non-convening of the general assembly, especially in respect of the board of directors recommendations about dividends and change in capital. 18

68 Annex (2)

69 Form (2) Submission of financial statements Instructions relating to filling of torm 1- It is required to complete this form and review all attachments thereof by the CFO of the company. It should be approved by the authorized director and the CEO of the company. 2- The form shall be attached with the financial statements (annual/interim quarter ) which are audited and approved in accordance with the Listing Rules. 3- Attaching of the financial statements with this form is not a substitute for positing of the same on Tadawul website. 4- To send the completed from to the CMA - Market Supervision Department, Fax: , [email protected], then to send it by registered mail at P. O. Box , Riyadh Financial statements submission form : Annual Interim (quarter) Company Name Year/period closing on: Do financial statements contain the following?: N/A Remarks 1- Approved auditor s report? 2- Balance sheet? 3- Statement of income? 4- Cash flow statement? 5- Change in the shareholders rights statement? 6- Explanation of financial statements? 7- Signing of all financial statements by the authorized director, the CEO and CFO. 8- The board of directors report (about annual financial statements) External auditor independence N/A Remarks Is it ensured that the external auditor of the company is independent? CFO CEO (General manager) Authorized director Name: Name: Name: Signature: Signature: Signature: Date: Date: Date: 2

70 Annex (3)

71 Form (8) Instructions relating to filling of torm 1- This form must be filled pursuant to the CMA Board resolution. ( ) dated 21/10/1427H, corresponding to 12/11/ By virtue of CMA Board resolution. ( ) dated 12/11/1429H, corresponding to 10/11/208 and resolution. (1/10/2010) dated 30/2/1431H, corresponding to 16/3/2010, the company should observe Article (9) and clause (c, e) of Article (12), Article (14) and (15) of the Corporate Governance Regulations. 3- The Authority may request any additional information or documents in confirmation of the information given in this form. 4- Completion of this form helps the company to comply with the disclosure requirements contemplated by the Corporate Governance Regulations and Articles (27) of the Listing Rules. It is suggested that completion of this form shall coincide with preparation of the board of directors of the company report. 5- The form shall be signed by the authorized director and CEO and to be approved by the board of directors of the company. 6- On completion and approval of the form, it will be sent together with the annual board of directors report within the specified period (40 days from end of the fiscal year of the company), in printed and soft copy form. 7- The company should give clear and accurate information in the form, which allows assessment of the company s compliance with the Corporate Governance Regulations and Article (27) of the Listing Rules. 8- All questions about the general assembly are for the meetings held during the closed financial year. 9- For any further questions and inquiries, please contact the Market Supervision Department - Corporate Governance, at Fax or at [email protected]. te: The company should exercise due care on filling the form, it will be liable in case the form contains incorrect statements required to be stated in the form. Any inaccurate statements not reflecting the actual situation of the company shall be considered misleading and can give rise to disciplinary actions. Company Name: Financial year Declaration: We, the undersigned hereby undertake that all information reflected in this form and attached documents is true description of the procedures and policies adopted by the company. Authorized director Name: Signature: Date: CEO Name: Signature: Date: 2

72 First: Compliance with Corporate Governance Regulations Part Two: Rights of shareholders and the general assembly: Article (3) and clause (a) of Article (4), rights of the shareholders and the right to inquire and have access to information.. Question Answer Remarks Do the company s Articles of Association and by-laws specify the procedures and precautions that are necessary for shareholders exercise of all their lawful rights, including: )1( )2( The right to a share in distributable profits. The right to a share of the company s assets upon liquidation. )3( )4( )5( )6( The right to attend the General Assembly and participate in deliberations and vote on the relevant decisions. The right of disposition with respect to shares. The right to supervise the Board of Directors activities and file responsibility claims against board members. The right to inquire and have access to information without prejudice to the company s interests and in the manner that does not contradict the Capital Market Law and the Implementing Rules. In case of incompliance with this Article, does the Board of Directors report reflect the reasons for such incompliance? N/A (in case of compliance) Refer to page number of the Board of Directors report which reflects each clause of the above Articles, if applicable. 3

73 Clause (b) of Article (4), facilitating exercise of shareholders rights and the right to have access to the information. Question Answer Remarks Do the company s Articles of Association and by-laws specify the procedures and precautions that are necessary for shareholders exercise of all their lawful rights, including: (b) 1- Has the company made available all full, accurate and updated information which enable shareholders to properly exercise their rights in a timely manner? a) In case of making available all information which enable shareholders to properly exercise their rights, what are the means used by the company in communicating with shareholders? 2- Has the company s management ensured of making available of information to all shareholders without discrimination? In case of incompliance with this Article, does the Board of Directors report reflect the reasons for such incompliance? Annual reports Company website Tadawul website Other (specify) N/A (in case of compliance) 4

74 Article Five: Shareholders Rights related to the General Assembly. Question Answer Remarks (a) and (b) Please mention number of the General Assembly meetings that took place during the closed financial period. Meeting Date Purpose First Second (if any) Third (if any) Fourth (if any) (b) (c) 2- Does the company confirm that it has not received a request of the auditor for convening of the General Assembly during the closed financial period, and not convened? 3- Does the company confirm that it has not received a request of shareholders, whose shareholdings represent 5% or more of the equity share capital, to convene the General Assembly, and not convened? 1- Was the date, place and agenda of the General Assembly been specified and announced by a notice, at least 20 days prior to the meeting? 2- Was the invitation for meeting posted on Tadawul website? 3- Was the invitation for meeting posted on the company s website? 4- In which two newspapers the invitation was published? Newspaper name: Date: Newspaper name: Date: (d) 1- Were shareholders informed about the rules governing meetings and voting procedure? 5

75 . Question Answer Remarks 2- If shareholders are informed about the rules governing meeting and voting procedure, what are means used in communicating with them? By invitation for convening of the General Assembly Company website Other (specify) Were shareholders given the opportunity to effectively participate and vote in the General Assembly? (e) (f) (g) (h) Were arrangements made for facilitating the participation of the greatest number of shareholders in the General Assembly inter alia determination of the appropriate place and time?. 1- Have shareholders holding (5%) or more of the company s shares requested to add one or more items to the agenda upon its preparation? 2- If the answer to above is yes, were those items added to the agenda? 1- Were shareholders allowed to exercise their right to discuss matters listed in the agenda of the General Meeting and raise relevant questions to the board members and to the external auditor? 2- Has the Board of Directors or the external auditor answered the questions raised by shareholders? Were matters presented to the General Assembly accompanied by sufficient information to enable shareholders to make decisions? N/A (in case of compliance) 6

76 . Question Answer Remarks (i) 1- Were shareholders enabled to pursue the minutes of the General Assembly? 2- If the answer to above is yes, what are the means used in communicating with them? By ordinary mail Company website Other (specify) When the company provided the Authority with a copy of the minutes of latest General Assembly meeting? (j) Was the Exchange informed of the results of the General Assembly? In case of incompliance with this Article, does the Board of Directors report reflect the reasons for such incompliance? N/A (in case of compliance) 7

77 Article 6: Voting Rights. Question Answer Remarks (a) Does the company avoid taking any action which hamper the use of the voting right? (b) In voting in the General Assembly for nomination to the board members, has the company applied the accumulative voting method? (c) In case of incompliance with this Article, does the Board of Directors report reflect the reasons for such incompliance? In case of incompliance with this Article, does the Board of Directors report reflect the reasons for such incompliance? N/A (in case of compliance) Article 7: Dividends Rights of Shareholders. Question Answer Remarks (a) (c) Has the company laid down in writing a clear policy regarding dividends? 1- Has the General Assembly approved the dividends and the date of distribution?. 2- Were the dividends, whether they be in cash or bonus shares were given to the shareholders who are listed in the records kept at the Securities Depository Center as they appear at the end of trading day session on the day on which the General Assembly convened? N/A (in case of compliance) N/A (in case of compliance) In case of incompliance with this Article, does the Board of Directors report reflect the reasons for such incompliance? N/A (in case of compliance) 8

78 Part 3: Disclosure and Transparency Article (8): Policies and procedure related to disclosure. Question Answer Remarks Has the company laid down in writing the policies, procedures and supervisory rules related to disclosure, pursuant to law? In case of incompliance with this Article or any of its clauses, does the Board of Directors report reflect the reasons for such incompliance? N/A (in case of compliance) Article 9: Disclosure in the Board of Directors Report (Please refer to page number of the Board of Directors report which reflects disclosure of each clause hereunder). In addition to what is required in the Listing Rules in connection with the content of the report of the Board of Directors, which is appended to the annual financial statements of the company, does the report include the following: (a) (b) (c) The implemented provisions of these Regulations as well as the provisions which have not been implemented and justifications for not implementing them, Name of any joint stock company or companies in which the company Board of Director acts as a member of its Board of directors. Formation of the Board of Directors and classification of its members as follows: executive board member, non-executive board member, or independent board member. Page.: Clause.: Page.: Clause.: Page.: Clause.: 9

79 . Question Answer Remarks (d) 1- A brief description of the jurisdictions and duties of Board s main committees such as the Audit Committee, the nomination and Remuneration Committee. Page.: Clause.: 2- Name of these committees, names of their chairmen, names of their members and the aggregate of their respective meetings. Page.: Clause.: (e) 1- Details of compensation and remuneration paid to each board member. Page.: Clause.: 2- The top five executives who have received the highest compensation and remuneration from the company. 3- Details of compensation and remuneration paid to the CEO and chief finance officer if they are not within the top five. (f) For the purpose of this paragraph (e), compensation and remuneration means salaries, allowances, profits and any of the same, annual and periodic bonuses related to performance, long or short-term incentive schemes, and any other right in them. - Any punishment or penalty or preventive restriction imposed on the company by the Authority or any other supervisory or regulatory or judiciary body. - In this case, please refer to the relevant page number in the Board of Directors report. Results of the annual audit of the effectiveness of the internal control procedures of the company. Page.: Clause.: Page.: Clause.: Page.: Clause.: 10

80 Part 4: Board of Directors Article 10: Main Functions of the Board of Directors. Question Answer Remarks (a) Has the Board of Directors approved the strategic plans and main objectives of the company and supervised their implementation, including: 1- Laying down a comprehensive strategy for the company, the main work plans and the policy related to risk management, reviewing and updating of such policy. 2- Determining the most appropriate capital structure of the company, its strategies and financial objectives and approving of its annual budget. 3- Supervising the main capital expenses of the company and acquisition and disposal of assets. 4- Deciding the performance objectives to be achieved and supervising the implementation thereof and the overall performance of the company. 5- Reviewing and approving of the organizational and functional structures of the company on a periodical basis. (b) Has the Board of Directors laid rules for internal control systems and supervising them, including: 1- Developing of a written policy that would regulate conflict of interest and remedy any possible cases of conflict by members of the Board of Directors, executive management and shareholders. This includes misuse of the company s assets and facilities and the arbitrary disposition resulting from dealings with related parties. 11

81 . Question Answer Remarks 2- Ensuring the integrity of the financial and accounting procedures including procedures related to the preparation of the financial reports. 3- Ensuring the implementation of control procedures appropriate for risk management by forecasting the risks that the company could encounter and disclosing them with transparency. 4- Reviewing annually the effectiveness of internal control systems. (c) (d) 1- Has the Board of Directors of the company approved a Corporate Governance code for the company? 2- If a Corporate Governance code for the company is approved by the Board of Directors, does it contradict the provisions of this regulation? 3- If a Corporate Governance code for the company is approved by the Board of Directors, what are the procedures for supervising and monitoring in general the effectiveness of the code and amending it whenever necessary? 1- Has the Board of Directors laid down specific and explicit standards and procedures for membership of the Board of Directors and implementing them? 2- If the answer to the above item is yes, have these standards and procedures been approved by the General Assembly? N/A (in case of compliance) 12

82 . Question Answer Remarks (e) Has a written policy been outlined that regulates the relationship with stakeholders with a view to protecting their respective rights, in particular, such policy must cover the following: 1- Mechanisms for indemnifying the stakeholders in case of contravening their rights under the law and their respective contracts. 2- Mechanisms for settlement of complaints or disputes that may arise between the company and stakeholders. 3- Suitable mechanisms for maintaining good relationships with customers and suppliers and protecting the confidentiality of information related to them. 4- A code of conduct of the company s executives and employees compatible with the proper professional and ethical standards, and regulate their relationship with the stakeholders. 5- The company s social contributions. (f) Has the Board of Directors decided policies and procedures to ensure the company s compliance with laws and regulations and the company s obligation to disclose material information to shareholders, creditors and other stakeholders? In case of incompliance with this Article, does the Board of Directors report reflect the reasons for such incompliance? N/A (in case of compliance) 13

83 Article 11: Responsibilities of the Board. Question Answer Remarks (a) 1- Without prejudice to the competences of the General Assembly, has the company s Board of Directors assumed all the necessary powers for the company s management? 2- Has the Board of Directors issued general or indefinite power of attorney? (b) Are the responsibilities of the Board of Directors clearly stated in the company s Articles of Association? (c) (d) Has the Board of Directors carried out its duties in a responsible manner, in good faith and with due diligence? Were its decisions based on sufficient information from the executive management, or from any other reliable source? Have the Board members undertaken to carry out whatever may be in the general interest of the company, but not the interest of the group they represent or that which voted in favor of their appointment to the Board of Directors? (e) 1- Has the Board of Directors determined the powers to be delegated to the executive management and the procedures for taking any action and the validity of such delegation? 2- Has the Board of Directors determined the matters reserved for decision by it? 3- Does the executive management submit to the Board of Directors periodic reports on the exercise of the delegated powers? 14

84 . Question Answer Remarks (f) Does the Board of Directors ensure that a written procedure is laid down for orienting the new board members of the company s business and, in particular, the financial and legal aspects, in addition to their training where necessary? (g) 1- Has the Board of Directors ensured that sufficient information about the company is made available to all members of the Board of Directors, generally, and, in particular, to nonexecutive members, to enable them to discharge their duties and responsibilities in an effective manner? 2- If the answer to the question above is yes, what are the mechanisms used by the Board of Directors to ensure availability of sufficient information? (h) 1- Has the Board of Directors over the last financial year done any of the following: (a) Entered into loans which span is more than three years? (b) Sold or mortgaged real estate of the company? (c) Dropped the company s debts? 15

85 . Question Answer Remarks 2- If any of the above is done by the Board of Directors, is it authorized to do so by the company s Articles of Association? 3- In case where the company s Articles of Association includes no provisions to this respect, and if such acts do not fall within the normal scope of the company s business, has the Board obtained approval of the General Assembly? N/A (in case of compliance) In case of incompliance with this Article, does the Board of Directors report reflect the reasons for such incompliance? N/A (in case of compliance) 16

86 12- Formation of the Board 17. Question Answer te: First: Please give names of independent 1 members 2 Second: Tick where appropriate, for each of the above board members, to ensure the following: 1- Has not a controlling share in the company or in any company of its group. 2- Was not over the last two years a senior executive in the company or in any company of its group. 3- Has not relation of first degree with any of the board members of the company or any company of its group. 4- Has not relation of first degree with any of the senior executives of the company or any company of its group. 5- Is not a board member in any company of the company s group in which he is nominated to be a board member. 3 4 (if any): 5 (if any): 6 (if any): 7 (if any): 8 (if any): Independent board members

87 . Question Answer 6- Was not over the last two years an employee of any company which has relationship with the company or any company of its group such as external auditor and major suppliers, and had not controlling shares in any of the those parties over the last two years. If not sure about the above, please give any other details. Third: Please give names of nonexecutive board members. Fourth: Tick where appropriate to ensure the following: 1- t exclusively occupied with management of the company. 2- Does not receive monthly or yearly salary from the company. 3- If not sure about the above, please give other details, if any (if any): 6 (if any): 7 (if any): n-executive board members (a) 1- Does the Articles of Association of the company specify the number of the Board of Directors? 1-a What is the number of the Board of Directors specified by the company s Articles of Association? 1-b What is the current number of the Board of Directors? more more 18

88 . Question Answer (b) 1- What is the duration of the members of the Board of Directors provided for in the Articles of Association of the company? 2- Were Board members appointed by the General Assembly? (c) (d) (e) (f) (g) (h) Are the majority of the members of the Board of Directors non-executive members? Does the Chairman of the Board of Directors occupy any other executive position in the company? Is the number of independent members of the Board of Directors not less than two members, or one- third of the members, whichever is greater? Does the Articles of Association of the company specify the manner in which membership of the Board of Directors terminates? 1- Was membership of any of the Board of Directors member terminated over the last financial year? 1-a On termination of the membership of a board member in any of the ways of termination, has the company promptly notified the Authority and the Exchange and specified the reasons for such termination? Does a member of the Board of Directors act as a member of the Board of Directors of more than five joint stock companies at the same time? (i) Are all judicial persons who are entitled under the company s Articles of Association to appoint representatives in the Board of Directors, not entitled to nomination vote of other members of the Board of Directors? In case of incompliance with this article or any of its clauses, other than (c, e), does the Board of Directors report specify the reasons for such incompliance? N/A (in case of compliance) 19

89 Article 13: Boards of Directors, Committees and their independence. Question Answer (a) 1- What are the Board of Directors committees that have been formed? 2- Are these committees disclosed in the Board of Directors report under the Corporate Governance Regulations? (b) Are the committees subordinate to the Board of Directors formed according to the general procedures laid down by the Board indicating: 1-a The duties of the committee. 1-b The duration and powers entrusted to each committee. 1-c The manner in which the Board monitors its activities. 2- Have the committees notified the Board of their activities, findings or decisions? 3- Has the Board periodically pursued the activities of such committees so as to ensure that the activities entrusted to those committees are duly performed? 4- Has the Board approved the by-laws of all committees of the Board, including all standing committees emanating from thereof? 20

90 . Question Answer (c) Please indicate the committees that perform the following tasks: Committee s name Is a sufficient number of non-executive members of the Board of Directors appointed Committees details Members number Number of nonexecutive members 1- Ensuring the integrity of the financial and non-financial reports. 2- Reviewing the deals concluded by related parties. 3- mination to membership of the Board. 4- Appointment of executive directors. 5- Determination of remuneration. In case of incompliance with this article or any of its clauses, does the Board of Directors report specify the reasons for such incompliance? N/A (in case of compliance) 21

91 Article 14: Audit Committee. Question Answer Remarks (a) 1- Has the Board of Directors formed the audit committee? (b) 2- Is there a specialist in financial and accounting matters among the Audit Committee members? - If the answer is yes, please give details of their qualifications, or explain why they are deemed specialist in financial and accounting matters. Has the General Assembly of the company issued rules for appointing the members and the procedure to be followed by the committee? (c) Do the duties and responsibilities of the Audit Committee include the following: 1- Supervision of the company s internal audit department to ensure its effectiveness in executing the activities and duties specified by the Board of Directors. 2- Review the internal audit procedure and prepare a written report on such audit and its recommendations with respect to it. 3- Review the internal audit reports and pursue the implementation of the corrective measures in respect of the comments included in them. 4- Recommendation to the Board of Directors as to appointment, dismissal and remuneration of external auditors, and has regard been made to their independence. 22

92 . Question Answer Remarks 5- Supervision of the activities of the external auditors and approval of any activity beyond the scope of audit work assigned to them during the performance of their duties. 6- Review together with the external auditor the audit plan and make any comments thereon. 7- Review the external auditor s comments on the financial statements and follow up the actions taken about them. 8- Review the interim and annual financial statements prior to presentation to the Board of Directors, and giving opinion and recommendations with respect thereto. 9- Review the accounting policies in force and advise the Board of Directors of any recommendation regarding them. In case of incompliance with this article or any of its clauses, does the Board of Directors report specify the reasons for such incompliance under clause (c) of article (1) of the Corporate Governance Regulations? N/A (in case of compliance) 23

93 Article 15: mination and Remuneration Committee. Question Answer Remarks (a) Has the Board of Directors formed the nomination and remuneration committee? (b) Has the General Assembly, upon a recommendation of the Board of Directors, issued rules for: 1- The appointment of the members of the mination and Remuneration Committee. 2- Remuneration of the committee members. 3- Term of office of the committee members. (c) Do the duties and responsibilities of the mination and Remuneration Committee include the following: 1- Recommendation to the Board of Directors as to appointments to membership of the Board in accordance with the approved policies and standards. 2- Ensuring that no person who has been previously convicted of any offense affecting honor or honesty is nominated for such membership. 3- Annual review of the requirement of suitable skills for membership of the Board of Directors and the preparation of a description of the required capabilities and qualifications for such membership, including, inter alia, the time that the Board member should reserve for the activities of the Board. 24

94 . Question Answer Remarks 4- Review the structure of the Board of Directors and recommend changes. 5- Determination of the points of strength and weakness in the Board of Directors and recommendation of remedies that are compatible with the company s interest. 6- Ensuring on annual basis the independence of the independent members and the absence of any conflict of interest in case a Board member also acts as a member of the Board of Directors of another company. 6 (a)- Draw clear policies regarding the indemnities and remunerations of the Board members and senior executives. 6 (b)- In laying down such policies, were standards related to performance followed? In case of incompliance with this article or any of its clauses, does the Board of Directors report specify the reasons for such incompliance? N/A (in case of compliance) 25

95 Article 16: Meetings of the Board. Question Answer Remarks (a) Have the Board members allotted ample time for performing of their responsibilities, including the preparation for the meetings of the Board and the permanent and ad hoc committees and endeavored to attend such meetings? (b) 1- Has the Chairman received a written request to hold an unforeseen meeting from two or more of its members during the financial year ended? (c) 1- Has the Chairman consulted the other members of the Board and the CEO when preparing a specified agenda to be presented to the Board? (d) 2- Has the agenda and other documentation been sent to the members in a sufficient time prior to the meeting? 3- Should any member of the Board raise any objection to this agenda, have the details of such objection been entered in the minutes of the meeting? 1- Has the Board documented its meetings and prepared records of the deliberations and voting, and arranged for these records to be kept in chapters for ease of reference? N/A (in case of compliance) In case of incompliance with this article or any of its clauses, does the Board of Directors report specify the reasons for such incompliance? N/A (in case of compliance) 26

96 Article 17: Remuneration and Indemnification of Board Members. Question Answer Remarks (a) Does the Articles of Association set forth the manner of remunerating the Board members? In case of incompliance with this article or any of its clauses, does the Board of Directors report specify the reasons for such incompliance? N/A (in case of compliance) Article 18: Conflict of Interest within the Board. Question Answer Remarks (a) 1- Does a Board member have any interest, whether directly or indirectly, in the company s business and contracts? 1(a)- If a Board member has an interest, whether directly or indirectly, in the company s business and contracts, has he obtained a prior authorization of the General Assembly, to be renewed annually? 1 (b)- If a Board member has an interest, whether directly or indirectly, in the company s business and contracts, and has not obtained a prior authorization of the General Assembly, has he performed the activities through general bidding where he was the best bidder? 1 (c)- Has a Board member notified the Board of Directors of any personal interest he may have in the business and contracts that are completed for the company s account? 1 (d)- Is that notification entered in the minutes of the meeting? N/A (in case of compliance) N/A (in case of compliance) N/A (in case of compliance) N/A (in case of compliance) 27

97 . Question Answer Remarks 1(e)- Is a Board member, who is an interested party, entitled to vote on the resolution to be adopted in this regard in the General Assembly or the Board of Directors? N/A (in case of compliance) 1(f)- Has the Chairman of the Board of Directors notified the General Assembly, when convened, of the activities and contracts in respect of which a Board member has a personal interest? N/A (in case of compliance) (b) 1(g)- Is that notification attached with a special report prepared by the company s auditor? 1- Has a member participated in any activity which may likely compete with activities of the company, or trade in any branch of the activities carried out by the company? N/A (in case of compliance) 1(a)- If the answer to the above item is yes, has an authorization been obtained from the General Assembly, to be renewed annually? N/A (in case of compliance) (c) Has the company granted cash loan whatsoever to any of its Board members or rendered guarantee in respect of any loan entered into by a Board member with third parties? In case of incompliance with this article or any of its clauses, does the Board of Directors report specify the reasons for such incompliance? N/A (in case of compliance) 28

98 Second: Compliance with the discloser requirements set forth in Article (27) of the Listing Rules Article (19): Disclosure in the Board of Directors Report (Please refer to the relevant page number of the Board of Directors report). Question Answer Remarks (b) Does the Board of Directors report contain the following: 1- a description of the principal activities of the issuer and its group. If two or more activities are described, a statement must be included giving for each activity the turnover and contribution to trading results attributable to it. 2- a description of the issuer s significant plans and decisions (including any corporate restructuring, business expansion or discontinuance of operations), the future prospects of the issuer and any risks facing the issuer. Page.: Paragraph.: N/A (in case of compliance) Page.: Paragraph.: 3- a summary, in the form of a table or a chart, of the assets and liabilities of the issuer and the issuer s business results for the last five financial years or from incorporation, which is shorter. 4- a geographical analysis of the issuer s turnover and of the consolidated turnover of its subsidiaries outside the Kingdom. 5- an explanation of any material differences between the operating results of the last year and the operating results of the previous year or any announced forecast made by the issuer. 6- an explanation of any departure from the accounting standards issued by SOCPA. Page.: Paragraph.: Page.: Paragraph.: Page.: Paragraph.: Page.: Paragraph.: 29

99 . Question Answer Remarks 7- the name of every subsidiary, its main business, its principal country of operation and its country of incorporation. Page.: Paragraph.: 8- the particulars of the issued shares and debt instruments of every subsidiary. Page.: Paragraph.: 9- a description of the issuer s dividends policy. Page.: Paragraph.: 10- a description of any interest in a class of voting shares held by persons (other than the issuer s directors, senior executives and their spouses and minor children) that notified the issuer of their holdings pursuant to Article (30) of the Listing Rules, together with any change to such interests during the last financial year. 11- A description of any interest, options, and subscription rights of the issuer s directors, senior executives and their spouses and minor children in the shares or debt instruments of the issuer or any of its subsidiaries, together with any change to such interest and rights during the last financial year. 12- (a) information relating to any borrowings of the issuer (whether payable on demand or otherwise). (b) a statement of the aggregate indebtedness of the issuer and its group together with any amount paid by the issuer as repayment of loans during the year. (c) In case there are no loans outstanding for the issuer, has he provided an appropriate statement? Page.: Paragraph.: Page.: Paragraph.: Page.: Paragraph.: Page.: Paragraph.: Page.: Paragraph.: 30

100 . Question Answer Remarks 13- a description of the classes and numbers of any convertible debt instruments, options, warrants or similar rights issued or granted by the issuer during the financial year, together with the consideration received by the issuer. Page.: Paragraph.: 14- a description of any conversion or subscription rights under any convertible debt instruments, options, warrants or similar rights issued or granted by the issuer. Page.: Paragraph.: 15- a description of any redemption or purchase or cancellation by the issuer of any redeemable debt instruments and the amount of such securities outstanding, distinguishing between those listed securities purchased by the issuer and those purchased by its subsidiary. 16 (a)- the number of meetings of the board of directors held during the last financial year. 16 (b)- the attendance record of each meeting. 17- information relating to any contract to which the issuer is party and in which a director of the issuer, the CEO, the CFO or any associate is or was materially interested. - If there are no such contracts, has an appropriate statement bee n submitted? 18- a description of any arrangements or agreement under which a director or a senior executive of the issuer has waived any emolument or compensation. Page.: Paragraph.: Page.: Paragraph.: Page.: Paragraph.: Page.: Paragraph.: Page.: Paragraph.: Page.: Paragraph.: 31

101 . Question Answer Remarks 19- a description of any arrangements or agreement under which a shareholder of the issuer has waived any rights to dividends. Page.: Paragraph.: 20- a statement of the amount of any outstanding statutory payment on account of any zakat, taxes, duties or other charges with a brief description and the reasons therefor. Page.: Paragraph.: 21- a statement as to the value of any investments made or any other reserves set up for the benefit of employees of the issuer. Page.: Paragraph.: 22- statements that: a- Proper books of account have been maintained. b- the system of internal control is sound in design and has been effectively implemented. c- There are no significant doubts concerning the issuer s ability to continue as going concern. d- If any of the statements above cannot be made, does the report contain a statement clarifying the reasons therefor. 23- additional information required by the Authority as has been provided to the Authority, if the external auditor s report on the relevant annual accounts is qualified. 24- the board of directors recommendation that the external auditors should be changed before the elapse of three consecutive financial years showing the reasons for such recommendation. Page.: Paragraph.: Page.: Paragraph.: Page.: Paragraph.: Page.: Paragraph.: رقم ال صفحة: رقم الفقرة: ال ينطبق Page.: Paragraph.: N/A 32

102 Annex (4)

103 Form (5) Confidential Directors, senior executives and their associates Instructions relating to filling of torm 1- To update the form to reflect any change to the board of directors or administrative staff, or any change in the information of associates or any change in the information covered by the form, promptly on occurrence of such change. 2- Senior executives mean any natural person managing and responsible for passing and implementation of the strategic decisions of the company, including the CEO, his assigns and finance officer. 3- Associate means spouse and minor children 4- To send the form, upon completion thereof, to Market Supervision Department- at Fax: , or by Then to send it by registered mail at P. O. Box , Riyadh 11311, CMA. Company Name Director Senior executive Name Position ID. Date of birth Personal Information (Tick where appropriate) Nature of membership In person Represent a legal person (Give legal person name) CR. Marital status Married Single Nationality Appointment date / / Mail address Telephone Fax Mobile Associates: Name Relationship ID. Date of birth To attach a copy of the family book, national identification for GCC citizens and a copy of the Iqama for the expatriates, as may be applicable. Form (5) 2/1

104 Form (5) Confidential Directors, senior executives and their associates Details of present directorship of other joint stock companies. Company Name Position Appointment date Nature of directorship In person represents a legal person Name of legal Person:. In person represents a legal person Name of legal Person:. In person represents a legal person Name of legal Person:. In person represents a legal person Name of legal Person:. Details of ownership and interest (in listed companies in which he owns 5% of more) and (other unlisted companies, in which he owns 30% or more). Company Name CR. of unlisted company Ownership percentage Declaration: we, the undersigned hereby admit that all information given in this form is correct and the company takes full responsibility for any incorrect information. Prepared by : Name: Position: Signature: Date: Representative Name: Position: Signature: Date: Form (5) 2/2

105 Annex (5)

106 Form (1) Appointment of the company s representatives Instructions relating to filling of torm 1- To attach the board of directors decision appointing the representatives. 2- To send the form, in case of any change in the information below, or on starting of the company s board period, to Market Supervision Department - at Fax: , or by [email protected], Then to send it by registered mail at P. O. Box , Riyadh 11311, CMA. By virtue of the Listing Rules issued by the CMA, the Board of Directors of, a joint stock company established and existing under Saudi laws and regulations, holding CR., dated, issued by, hereby authorize: 1- (board member). 2- (senior executive). Whose details are shown below, to act before the Authority for all purposes relating to enforcement of the Capital Market Law and it s Implementing Rules. In Witness Whereof, this decision was endorsed by the board members on, corresponding to. Name Name Position Position Office Tel. Ext. Office Tel. Ext. Home Tel. Home Tel. Mobile Mobile Fax Fax Address Address Chairman: Signature: Stamp:

107 Annex (6)

108 Form (6) tification as to termination of any director or business relationship with any senior Executive Instructions relating to filling of torm 1- To update the form to reflect any change to the board of directors or administrative staff, or any change in the information of associates or any of the information covered by the form, promptly on occurrence of such change. 2- To send the form, upon completion thereof, to Market Supervision Department- at Fax: , or by Then to send it by registered mail at P. O. Box , Riyadh 11311, CMA. Company Name Name Position ID. Membership or business relationship termination date Declaration: we, the undersigned hereby admit that all information given in this form is correct and the company takes responsibility for any incorrect information. Prepared by : Name: Position: Signature: Date: Representative Name: Position: Signature: Date:

109 P.O. Box , Riyadh Kingdom of Saudi Arabia Tel.: Fax: