Order of the Minister of Finance of 27 March 1996 Fixing Rates and Collection Procedures for Fees and Commissions Payable to the CMF and BVMT for Securities Issuances, Transactions and Other Stock Market Operations

1 ORDER OF THE MINISTER OF FINANCE OF 27 MARCH 1996 FIXING THE RATES AND COLLECTION PROCEDURES FOR FEES AND COMMISSIONS PAYABLE TO THE CMF AND BVMT IN RESPECT OF SECURITIES ISSUANCES, TRANSACTIONS AND OTHER STOCK MARKET OPERATIONS 1 The Minister of Finance, Having regard to Law No. 94/117 of 14 November 1994 on the reorganization of the financial market, and in particular Articles 26 and 67 thereof, Orders:

CHAPITRE I FEES AND COMMISSIONS PAYABLE TO THE FINANCIAL MARKET COUNCIL (CMF)

Article 1: The rate of the fee collected by the Financial Market Council on the Tunis Securities Exchange (BVMT) is fixed as follows:

1. for operations traded on the market: 23% of the amount of commissions on stock market transactions collected by the Tunis Securities Exchange. (Order of the Minister of Finance of 1 April 2009)
2. for operations not traded on the market: 50% of the amount of registration commissions collected by the Tunis Securities Exchange. (Order of the Minister of Finance of 12 December 1998) The amounts of these fees are determined by the Tunis Securities Exchange on the last business day of each month and paid to the Financial Market Council no later than the last business day of the following month.

Article 2: The rate of the fee collected by the Financial Market Council from the Securities Depository, Clearing and Settlement Company is fixed at 0.3% of its annual turnover. (Order of the Minister of Finance of 15 May 2020, Art. 1): The amount of this fee is determined and paid to the Financial Market Council by the Securities Depository, Clearing and Settlement Company no later than the last business day of the quarter following the close of each financial year.

Article 3 (Order of the Minister of Finance of 29 June 2006, Art. 1): The fee collected by the Financial Market Council from variable capital investment companies and securities mutual funds is fixed at 1/365 of 0.1% of the net asset value, determined daily, for entities that calculate their net asset value each day, or at 1/52 of 0.1% of the net asset value, determined weekly, for entities that calculate it each week. The annual fee collected by the Financial Market Council is fixed at 0.01% of the net asset value for venture capital funds and investment fund-of-funds, 0.01% of the outstanding principal of receivables for mutual receivables funds determined at the end of each year, 0.01% of assets for mutual sukuk funds, and 0.005% of the net asset value for seed funds. (Order of the Minister of Finance of 15 May 2020, Art. 1) The amount of this fee is paid to the Financial Market Council by the fund manager monthly for variable capital investment companies and securities mutual funds, no later than the last business day of the first half of the following month, and annually for seed funds, venture capital funds, investment fund-of-funds, mutual receivables funds and mutual sukuk funds, no later than the last business day of June each year for seed funds and venture capital funds and investment fund-of-funds, and no later than the last business day of the first half of February each year for mutual receivables funds and mutual sukuk funds. (Order of the Minister of Finance of 15 May 2020, Art. 1)

1 as amended by the Orders of the Minister of Finance of 12 December 1998, 15 June 2001, 29 June 2006, 02 March 2009, 1 April 2009, 28 June 2016 and 15 May 2020.

2 Article 4 (Order of the Minister of Finance of 29 June 2006, Art. 2): The rate of the commission payable to the Financial Market Council on new issuances of securities made through a public offering is fixed as follows:

• for new equity securities issuances: 0.1% of the issuance amount.
• for new debt securities issuances by private law entities: 0.05% of the issuance amount,
• for variable capital investment companies and securities mutual funds, upon establishment: 0.1% of the nominal value of the issuance,
• for venture capital funds and investment fund-of-funds, upon establishment: 0.1% of the nominal value of the issuance.
• for seed funds, upon establishment: 0.05% of the nominal value of the issuance.
• for mutual receivables funds upon establishment: 0.005% of the nominal value of the issuance.
• for mutual sukuk funds upon establishment: 0.1% of the issuance amount. (Order of the Minister of Finance of 20 May 2020, Art. 1) Payment of these commissions is made by the issuing entity or the manager, as applicable, upon issuance of the visa by the Financial Market Council.

Article 5 (Order of the Minister of Finance of 15 May 2020, Art. 1): The commission on the visa for publications required by legislation, in case of new securities issuance, admission of securities to the stock exchange listing and launch of public offers regardless of their subject matter, is fixed according to the following table:

Operation Amount	Commission (Equity - New Issuance)	Commission (Equity - Public Offer)	Commission (Debt - New Issuance)	Commission (Debt - Public Offer)
Up to 1,000,000 D	1,500 D	3,000 D	1,000 D	1,500 D
From 1,000,001 to 2,000,000 D	2,000 D	4,000 D	1,500 D	2,000 D
From 2,000,001 to 5,000,000 D	3,000 D	6,000 D	2,000 D	2,500 D
From 5,000,001 to 10,000,000 D	4,500 D	9,000 D	3,000 D	3,000 D
Over 10,000,000 D	6,000 D	12,000 D	5,000 D	4,000 D

For each admission of equity securities to the stock exchange listing, the applicable commission is "Equity Security – Public Offer". However, when the admission to listing is accompanied by a capital increase, the applicable commission is "Equity Security – New Issuance", and when admission to listing is accompanied by a new issuance of debt securities, the applicable commission is "Debt Security – New Issuance". For variable capital investment companies, securities mutual funds, venture capital funds, investment fund-of-funds and seed funds, the applicable commission is "Equity Security", and for mutual receivables funds and mutual sukuk funds, the applicable commission is "Debt Security". Payment of this commission is made by the requesting entity upon issuance of the visa by the Financial Market Council. The visa commission is collected only once for the same "publication".

3 For the registration of a reference document, a non-refundable advance payment of one thousand dinars (1,000 D) is paid to the Financial Market Council by the requesting entity on the day of filing the application. This advance will, where applicable, be deducted from the amount of the commission collected on the visa for the first operation note presented during the validity period of said registered reference document.

CHAPITRE II COMMISSIONS COLLECTED BY THE TUNIS SECURITIES EXCHANGE (BVMT)

Article 6 (Order of the Minister of Finance of 28 June 2016): The ceiling on commissions for operations traded on the market and paid by the seller and buyer of securities and financial products, to the benefit of the Tunis Securities Exchange (BVMT), through stock exchange intermediaries, is fixed according to the following tables: a/ Securities admitted to the stock exchange listing

Ceiling on Rates	Equity Securities (Buyer)	Equity Securities (Seller)	Other Securities (Buyer)	Other Securities (Seller)
Rate	0.15%	0.15%	0.05%	0.05%
b/ Securities traded but not admitted to the stock exchange listing
Ceiling on Rates	Equity Securities (Buyer)	Equity Securities (Seller)	Other Securities (Buyer)	Other Securities (Seller)
---	---	---	---	---
Rate	0.30%	0.30%	0.05%	0.05%
The rates provided in the two tables above are reduced by 50% when transactions are carried out for the benefit of collective investment schemes in securities. The stock exchange intermediary acting on behalf of a collective investment scheme in securities is required to indicate this precision upon completion of the transaction.
The commission collected on securities admitted to listing is due for first quotation operations.
The commission collected per transaction cannot exceed, for both the seller and the buyer, forty thousand dinars (40,000 DT) for equity securities and five thousand dinars (5,000 DT) for other securities. (Order of the Minister of Finance of 15 May 2020, Art. 1)

Article 7 (Order of the Minister of Finance of 28 June 2016): The ceiling rate for the commission due to the Tunis Securities Exchange (BVMT) on operations carried out under a contract concluded with the stock exchange intermediary acting as market maker, is fixed at 15% of the amount resulting from multiplying the spread (resulting from the difference between the prices displayed by him, for purchase and sale) by the number of securities actually purchased or sold. Market making operations are treated as such, for the purpose of the commission due by the stock exchange intermediary acting as market maker, only when they comply with the contract concluded between the parties. Market making operations are declared to the Tunis Securities Exchange (BVMT) upon their completion. The commission due for market making operations is determined by each stock exchange intermediary on the last business day of each month and paid to the Tunis Securities Exchange (BVMT) no later than the last business day of the first half of the month following the concerned month.

Article 8 (Order of the Minister of Finance of 28 June 2016): The rate of the commission due by the seller and buyer, for operations not traded on the market for any reason whatsoever, which are registered by the Tunis Securities Exchange (BVMT), is fixed according to the following table:

4

Rate	Buyer	Seller
Equity Securities	0.20%	0.20%
Debt Securities	0.10%	0.10%
The commission collected by the Tunis Securities Exchange (BVMT) on registered operations cannot be less than, for both seller and buyer, fifteen dinars (15 DT) for equity securities and five dinars (5 DT) for other securities, and cannot exceed, for each party, per contract, forty thousand dinars (40,000 DT) for equity securities and five hundred dinars (500 DT) for other securities.
The commission collected by the Tunis Securities Exchange (BVMT) on registered operations is calculated based on the last stock market price for listed companies.

Article 9 (Order of the Minister of Finance of 15 May 2020, Art. 1): The rate of the admission to listing commission paid by issuing companies or management companies to the Tunis Securities Exchange (BVMT) is fixed according to the following table, provided that the commission amount does not exceed forty thousand dinars (40,000 DT) for equity securities and three thousand dinars (3,000 DT) for other securities.

Commission Rate	Market Capitalization at Admission or Remaining Issuance Amount
Equity Securities	0.05%
Other Securities	0.01%
Securities issued by the State and local authorities are exempt from payment of this commission.
The market capitalization at admission is equal to the product of the number of admitted securities by their admission price. Companies whose securities are admitted on the alternative market are exempt from payment of this commission.
For other securities, the amount to be considered is the remaining issuance amount on the date of its admission to the stock exchange listing.
Payment of the admission commission to the Tunis Securities Exchange (BVMT) is made by listed entities or admission applicants before the start of quotation of the security. This commission is paid by admission applicants as soon as they obtain preliminary approval for equity securities admission.

Article 10 (Order of the Minister of Finance of 15 May 2020): The annual listing fee due by issuing entities to the Tunis Securities Exchange (BVMT) is fixed according to the following table:

Market Capitalization	Commission Amount
Equity Securities (Up to 50,000,000 DT)	2,000 DT
Equity Securities (50,000,001 to 200,000,000 DT)	10,000 DT
Equity Securities (200,000,001 to 500,000,000 DT)	20,000 DT
Equity Securities (Over 500,000,000 DT)	40,000 DT
Other Securities (Each quotation line)	1,000 DT
When a single issuing entity has multiple categories of securities listed on the stock exchange, the due listing fee cannot exceed forty thousand dinars (40,000 DT).
The listing fee is calculated based on the market capitalization of the security as of 31 December of the previous year. Market capitalization is calculated based on the closing price.
The listing fee for equity securities and other securities whose trading occurred during the year is due only for the quarter in which the introduction took place and for the remaining quarters of the considered year.
The listing fee is paid to the Tunis Securities Exchange (BVMT) by the issuing entity or its representative no later than sixty (60) days from the billing date.
Securities issued by the State and local authorities are exempt from payment of this commission.

Article 11: The commissions collected by the Tunis Securities Exchange (BVMT) in respect of stock market transactions carried out from 2 January 1996 up to the date of publication of this Order are distributed between the CMF and BVMT in accordance with Article 1 of this Order. Tunis, 27 March 1996.