Proposed Equity-Based Crowdfunding

Central Bank of Bahrain Rulebook Volume 6 Capital Markets OFFERING OF SECURITIES MODULE

Central Bank of Bahrain Rulebook Volume 6 Capital Markets OFS: Offering of Securities April 2016 2017 Table of Contents: Page 1 of 3 MODULE OFS: Offering of Securities Table of Contents Date Last Changed OFS-A Introduction OFS-A.1 Purpose 01/2014 OFS-A.2 Division of Responsibilities 01/2014 OFS-A.3 Module History 04/2016 OFS-B Scope of Application OFS-B.1 Scope 01/2014 OFS-1 Issuance of Securities OFS-1.1 General Eligibility 01/2014 OFS-1.2 Types of Securities 01/2014 OFS-1.3 Types of Offer 01/2014 OFS-1.4 Exempt Offers 01/2014 04/2017 OFS-1.5 General Requirements for the Issuing of Securities 01/2014 OFS-1.6 Eligibility to Issue and Offer Equity Securities 04/2014 OFS-1.7 Eligibility to Issue and Offer Debt Securities 01/2014 OFS-1.8 Eligibility to Issue Asset-backed Securities 01/2014 OFS-1.9 Eligibility to Issue Shari’a Compliant (Islamic) Securities 01/2014 OFS-1.10 Eligibility to Issue Convertible Debt Securities 04/2014 OFS-1.11 Eligibility to Issue Warrants and other Securities 01/2014 OFS-1.12 Eligibility for States and Supranationals to Issue Securities 01/2014 OFS-1.13 Eligibility for State Corporations to Issue Securities 01/2014 OFS-1.14 Eligibility for Overseas Issuers to Issue Securities 04/2014 OFS-2 Offering of Securities OFS-2.1 Permission Requirements 01/2014 OFS-2.2 Methods of Offering 01/2014 OFS-2.3 Public Offering 01/2014 OFS-2.4 Private Placement 01/2014 OFS-2.5 Rights Offering 01/2014 OFS-2.6 Employee Share Benefit Plan 01/2014 OFS-3 Capital Market Advisory Services Provider OFS-3.1 Definitions 01/2014 OFS-3.2 General Eligibility 04/2016 OFS-3.3 Role and Responsibilities of Appointed Advisors 04/2016

Central Bank of Bahrain Rulebook Volume 6 Capital Markets OFS: Offering of Securities April 2016 2017 Table of Contents: Page 1 of 3 MODULE OFS: Offering of Securities CHAPTER OFS-1: Issuance of Securities OFS-1.4 Exempt Offers OFS-1.4.1 The following offerings are exempt from this Module: (a) Securities approved or authorised as part of a collective investment undertaking and offered or marketed subject to CBB Rulebook Volume 7; (b) Securities offered, allotted, or to be allotted in connection with securities offered because of a take-over, merger, acquisition and share repurchase by means of an exchange offer; these are subject to Module TMA; (c) Equity securities offered, allotted or to be allotted free of charge to existing shareholders if dividends are paid out in the form of shares of the same class; and (d) Securities utilised for lending and borrowing transactions concluded under the CBB Rules and the relevant licensed exchange’s requirements for such transaction; and (e) An offering of ordinary shares by means of crowdfunding offer by an equity crowdfunding issuer through an equity crowdfunding platform operated by a licensed equity crowdfunding market operator and subject to the requirements of Module MAE. OFS-1.4.2 An offer made outside Bahrain, but marketed from within Bahrain is subject to the filing requirement as laid out in this Module. Structured Products OFS-1.4.3 Where structured products are offered outside but marketed inside the Kingdom of Bahrain, the following must be adhered to by the issuer and any advisor or agent acting on behalf of the issuer, in addition to the general requirements for exempt offers laid out below: (a) The marketing may only relate to offers to accredited investors who are existing account holders of the issuer or its agent (dealer); (b) The securities related to the structured product is in registered form; (c) The specific structured product disclaimer, as prescribed by the CBB, is contained in the base prospectus which is filed with the CBB; and (d) An approval of the issuer’s home securities or financial market regulator (which must be a full member of IOSCO) for such structured product(s) being marketed in other jurisdictions must be obtained.