2023-10-03
The Capital Market Authority of Saudi Arabia has issued updated instructions mandating standardized disclosure requirements for all companies listed on the Saudi Stock Exchange (Tadawul). These regulations prescribe precise formatting, timing, and content standards for announcing financial results, administrative changes, capital alternations, dividends, contracts, financing, debt instruments, share transactions, lawsuits, and emergency events. Companies must publish all material developments through Tadawul’s designated channels in Arabic or identical English, ensuring compliance with continuing obligations under the Capital Market Law and Listing Rules to enhance market transparency.
KINGDOM OF SAUDI ARABIA Capital Market Authority Instructions for Companies’ Announcements English Translation of the Official Arabic Text Issued by the Board of Capital Market Authority Pursuant to its Resolution Number (1-199-2006) dated 18/07/1427H. Corresponding to 12/08/2006G. Amended by Resolution of the Board of the Capital Market Authority Number (3-79-2023) Dated 19/02/1445H. Corresponding to 04/09/2023G. Note: Arabic is the official language of the Capital Market Authority Important Notice: The current version of these Instructions, as may be amended, can be found at the Authority website: www.cma.org.sa
Content Introduction 5 General Instructions 6 Instructions for Companies’ Announcement of Financial Results 8 (1) Announcement Form for Annual Financial Results for Companies except Banks and Insurance Companies 10 (2) Announcement Form for Interim Financial Results for Companies except Banks and Insurance Companies 10 (3) Announcement Form for Annual Financial Results for Banks 12 (4) Announcement Form for Interim Financial Results for Banks 13 (5) Announcement Form for Annual Financial Results for Insurance Companies 15 (6) Announcement Form for Interim Financial Results for Insurance Companies 16 (7) Announcement Form for the Semi-Annual Financial Results for the Companies whose shares are listed on the Parallel Market 18 (8) Announcement Form for Updating the Financial Statements Document on Tadawul Website 19 (9) Announcement Form for the Inability to Post the Financial Results 19 Instructions for Companies’ Announcements for Applying the Fair Value and Revaluation Models for Properties and Investment Properties 20 Announcement Form for Applying the Fair Value and Revaluation Models for Properties and Investment Properties 20 Instructions for Companies’ Announcement of Administrative Changes 21 (1) Announcement Form for the Nomination for Board of Directors Membership 21 (2) Announcement Form for the Resignation of a Board Member 21 (3) Announcement Form for the Appointment of a New Board Member to Assume the Vacancy 21 (4) Announcement Form for the Resignation of a Board Member and the Appointment of a New Board Member 22 (5) Announcement Form for the Resignation of the Chief Executive Officer of the Company22 (6) Announcement Form for the Appointment of a New Chief Executive Officer for the Company 23 (7) Announcement Form for the Resignation of the Chief Executive Officer and the Appointment\Delegation of a New Chief Executive Officer for the Company 23 (8) Announcement Form for the Resignation of an Audit Committee Member 23 (9) Announcement Form for the Appointment of an Audit Committee Member 24 Instructions for Companies Announcements Regarding Capital Alternation 25 (1) Announcement Form for Board's Recommendation for Capital Increase by Offering Rights Issue 25 (2) Announcement Form for the Appointment of a Financial Advisor to Manage the Subscription in the Rights Issue 25 (3) Announcement Form for Submitting an Application File for Capital Increase by Offering Rights Issue to the Capital Market Authority for Approval 26 (4) Announcement Form for Material Developments Regarding the Application File for Capital Increase by Offering Rights Issue Submitted to the Capital Market Authority 26 (5) Announcement Form for Determining the Period for Rights Issue Trading and Subscriptions in the New Shares 26
(6) Reminder Announcement Form for the Start of the Period for Rights Issue Trading and Subscriptions in the New Shares 27 (7) Reminder Announcement Form for the Last Day for Trading Rights Issue and the Last Day for Subscriptions in the New Shares 28 (8) Announcement Form for the Process Details of the Sale of the Un-Subscribed Shares and the Start of the Offering Stage, in Addition to the Results of Trading Rights Issue and Subscription in the New Shares. 28 (9) Announcement Form for Rump Offering Results and the Allocation of the Rights Issue shares. 28 (10) Announcement Form for the Distribution of Compensations (if any) among Rights Issue Holders Who Did Not Exercise Their Right of Subscribing in the New Shares. 29 (11) Announcement Form for the Deviation of 5% or more between the Actual Usage of the Proceeds of Issuing Rights Issue than What Has Been Disclosed in the Prospectus 29 (12) Announcement Form for the Recommendation of the Company's Board of Directors to Increase its Capital by Offering Shares with Suspension of Rights Issue Shares 30 (13) Announcement Form for Appointing a Financial Adviser to Manage Subscription to Shares, with Suspension of Rights Issue Shares. 30 (14) Announcement Form for Submitting an Application File for Capital Increase by Offering Shares, with Suspension of Rights Issue Shares, to the Authority to Obtain Its Approval. 31 (15) Announcement Form for Material Developments on the Application File for Capital Increase by Offering Shares with Suspension of Rights Issue Shares, Submitted to the Authority. 31 (16) Announcement Form for the Determination of the Subscription Period in the New Shares to Increase Capital with Suspension of Rights Issue Shares. 32 (17) Announcement Form for the Results of the Subscription to the New Shares by Increasing Capital with Suspension of Rights Issue Shares. 32 (18) Announcement Form for the Results of Subscription to the New Shares in case of extending the Offering Period 33 (19) Announcement Form for the Deviation of 5% or more between the Actual Usage of the Proceeds of Issuing Rights Issue than What Has Been Disclosed in the Prospectus. 33 (20) Announcement Form for Board's Recommendation for Capital Increase by way of Issuing Bonus Shares 34 (21) Announcement Form for the Completion of Shares Fractions Sale (if any) and Distribution of the Sale Proceeds among Eligible Shareholders. 34 (22) Announcement Form for the Non-Completion of Shares Fractions Sale (if any) and Distribution of the Sales Proceeds Amount among Eligible Shareholders within the Specified Period. 35 (23) Announcement Form for the Board's Recommendations of Any Suggested Company's Capital Reduction 35 (24) Announcement Form for the Appointment of a Financial Advisor for Capital Reduction36 (25) Announcement Form for Submitting an Application File for Capital Reduction to the Authority to Obtain Its Approval 36 (26) Announcement Form for Material Developments on the Application File for Capital Reduction Submitted to the Authority. 36 (27) Announcement Form for the Completion of Shares Fractions Sale (if any) and Distribution of the Sales Proceeds among Eligible Shareholders. 37 (28) Announcement Form for the Non-Completion of the Shares Fractions Sale (if any) and the Distribution of Sales Proceeds among eligible Shareholders within the period specified in the Shareholders' Circular. 37
(29) Announcement Form for the Board of Directors’ Recommendation for the Company's Capital Increase by Way of Debt Conversion 38 (30) Announcement Form for the Appointment of a Financial Advisor to Manage the Application File for the Company's Capital Increase by Debt Conversion 38 (31) Announcement Form for Submitting the Application File for the Company's Capital Increase by Way of Debt Conversion to the Authority for Approval. 39 (32) Announcement Form for Announcing the Material Developments on the Application File Submitted to the Authority for the Company's Capital Increase by Debt Conversion. 39 (33) Phase 1: Announcement Form for the Company's Signature of a Memorandum of Understanding for the Acquisition of a Company/Purchase of an Asset. 40 (34) Phase 2: Announcement Form for the Company's Signature of an Agreement for the Acquisition of a Company/Purchase of an Asset through Capital Increase by Issuing Shares to the Owners of the Company/Asset. 40 (35) Phase 3: Announcement Form for the Completion of the Procedures of the Acquisition of a Company/Purchase of an Asset through Capital Increase by Issuing Shares to the Owners of the Company/Asset. 41 Instructions for Companies’ Announcements Regarding Reverse Take-over 42 Announcement Form for the Reverse Take-over Agreement 42 Instructions for Companies’ Announcements Regarding General Assemblies. 43 (1) Announcement Form for the call for a General Assembly (Ordinary or Extraordinary) 43 (2) In the Event Where the Agenda Includes an Item for Changing the Company's Capital 44 (3) The Announcement Form for Announcing the General Assembly's Results (Ordinary or Extraordinary) 44 (4) In the Event Where the General Assembly Approves the Company's Capital Alternation 45 (5) Announcement Form for Non-Convening the General Assembly (Ordinary or Extraordinary) 45 A Statement of the Supporting Documents of the Shareholders’ General Assembly Agenda Items. 47 Form No. (1) Resume 48 Instructions for Companies’ Announcements Regarding Cash Dividends 49 (1) Announcement Form for the Distribution of Cash Dividends to Shareholders of the Company 49 (2) Announcement Form for the Non-Distribution of Cash Dividends to Shareholders of the Company. 49 Instructions for Companies’ Announcement Regarding Contracts 50 (1) Announcement Form for Awarding a Contract or Project 50 (2) Announcement Form for Signing a Contract or Project 50 Instructions for Companies Announcements Regarding SAMA’s (Saudi Arabian Monetary Authority) Approval on Insurance Products 52 Announcement Form for SAMA’s Approval Regarding Insurance Products 52 Instructions for Companies Announcements Regarding Addendum and Corrective Announcement 53 (1) Addendum Announcement Form 53 (2) Corrective Announcement Form: 53 Instructions for Companies’ Announcement Regarding Signing a Memorandum of Understanding 54 Announcement Form for signing a Memorandum of Understanding. 54 Instructions for Companies’ Announcement Regarding their Projects 55 Announcement Form for Projects 55
Instructions for Companies’ Announcements for Transactions of Sale, Purchase, Mortgage or Leasing of an Asset. 56 Announcement Form for the Transactions of Sale, Purchase, Mortgage or Leasing of an Asset. 56 Instructions for Companies’ Announcements for Obtaining Financing 57 (1) Announcement Form for obtaining financing. 57 (2) Announcement Form for Defaulting on the Repayment of Financing. 57 (3) Announcement Form for Rescheduling the Financing. 57 Instructions for Companies’ Announcements Related to Debt Instruments 59 (1) Announcement Form for the Determination to Issue Debt Instruments 59 (2) Announcement Form for Beginning the Offer of Debt Instruments 59 (3) Announcement Form for Completing the Offer of Debt Instruments 59 (4) Announcement Form for the Redemption of Issued Debts Instruments 60 Instructions for Companies’ Announcements Regarding the Company’s Shares Buy-Back and Sale. 61 (1) Announcement Form for the Company’s Determination to Buy-Back Its Shares. 61 (2) Announcement Form for the Company’s Determination to Sell Its Shares 61 Instructions for Companies’ Announcements Regarding the Company Pledge of Its Shares. 63 (1) Announcement Form Relating to the Company’s Determination to Pledge Its Shares. 63 (2) Announcement Form for the Company’s Release of Its Pledged Shares 63 Instructions for Companies’ Announcement Regarding Lawsuits. 64 Announcement Form for lawsuits. 64 Instructions for Companies’ Announcement of Previously Announced Developments 65 Announcement Form for Previously Announced Developments 65 Instructions for Companies’ Announcements for Companies with Accumulated Losses Reaching 20% or More of Their Share Capital. 66 (1) Announcement Form for Accumulated Losses Reaching 20% or More and Less Than 35% of Share Capital. 66 (2) Announcement Form for the Reduction of the Accumulated Losses Below 20% of Share Capital 66 (3) Announcement Form for Accumulated Losses Reaching 35% or More and Less Than 50% of Share Capital. 67 (4) Announcement Form for the Reduction of the Accumulated Losses Below 35% of Share Capital. 67 (5) Announcement Form for Accumulated Losses Reaching 50% or More of Share Capital 68 (6) Announcement Form for the Reduction of the Accumulated Losses Below 50% of Share Capital. 69 (7) Announcement Form for the Recommendation of the Board of Directors to the Extraordinary General Assembly Regarding the Accumulated Losses of 50% or More of the Share Capital. 69 Instructions for Companies’ Announcements regarding emergency events (such as fires, earthquakes, and pandemic illnesses) and their effects on a Company's business 70 Announcement Form for the impact of emergency events on the Company's business 70 Instructions for Companies’ Announcements Regarding Transferring from the Parallel Market to the Main Market 71 Announcement Form for the Board resolution to transfer from the Parallel Market to the Main Market. 71
5 Introduction: The Capital Market Authority (the Authority) has updated and amended these Instructions to assist companies whose securities are listed in the Saudi Exchange to completely comply with the provisions of the Companies Law and the Capital Market Law and their Implementing Regulations, especially those relating to continuing obligations stipulated in the Rules on the Offer of Securities and Continuing Obligations issued by the Authority, and the Listing Rules issued by the Saudi Stock Exchange Company (Tadawul) and approved by the Authority’s Board. These Instructions are aimed at enhancing the level of transparency and disclosure in the Capital Market and helping investors in making their investment decisions based on correct and adequate information. These Instructions determine the main elements that must be met in all companies’ announcements published on the Saudi Stock Exchange’s (Tadawul) website.
6 General Instructions A. The following are the information that must be included in any company's announcements of any event or material development that has occurred or is expected to occur:
7 development is a media material (e.g., natural disasters, fire, … or such) then the company may request the temporary suspension in accordance with the regulating rules. G. Meetings of the company's board of directors, audit committees or any other committees, in which a subject that must be disclosed is discussed in accordance with the Rules on the Offer of Securities and Continuing Obligations, must be held within a period that would enable the company to publish an announcement on the Saudi Stock Exchange’s (Tadawul) website before starting the trading period following convening the meeting. H. The specialized department in the company shall set policies and procedures regarding the disclosure of the material developments in which ensure the fulfilment of the company's obligations in this regard. Also, it shall set announcement procedures of financial information which ensure that such announcement is consistent with these Instructions, and the continuance following up by the company's employees with the specialized employees of the Saudi Stock Exchange (Tadawul) until the announcement form is accepted and published. The aforementioned policies and procedures must include the names of the persons responsible for publishing in case of emergency and determine the degree of their powers in scope of publishing. In addition to the names of other persons in cases where the assigned person is out of reach during the event. I. The listed company must be aware that the material developments might occur during preparing the periodic financial statements, and in this case the company must announce such development immediately and should not delay the announcement until issuing its financial statements, even if it happens shortly before publishing the financial statements. J. Response to rumors: The company must determine the need to publish an announcement on the Saudi Stock Exchange’s (Tadawul) website in order to respond to the rumors related to any material developments. The Authority may oblige companies to publish announcements when it deems necessary. K. Companies must not prejudice any other related obligations stipulated in the Capital Market Law and its Implementing Regulations. L. The company must comply with the Arabic language sound rules while preparing their announcement. M. Where the company publishes an announcement in English Language, the text must be identical to the Arabic Language version. In case of any conflict between the texts, the Arabic text shall prevail. N. Companies must comply with the announcement’s forms set forth in these Instructions. O. Foreign companies listed on the main market in accordance with the Listing Rules may disclose the financial information in Saudi Riyals or an equivalent in other currencies.
8 Instructions for Companies’ Announcement of Financial Results General instructions for the companies’ announcement of annual and interim financial results:
9 using the fair value and revaluation models to measure the properties and investment properties. Such materiality shall be determined in accordance with Paragraph (90) of Article (80) of the Rules on the Offer of Securities and Continuing Obligations. 18. When changing the amount of the profit (loss) per share for the same period of the previous year as a result of factors other than the change in the company’s profits such as changing the capital or the company’s purchase of its own shares, in the announcement of the financial results. 19. Upon re-classification of the comparison items of the same or previous period, it must be clarified in the announcement that the comparison items have been re-classified. 20. When the announcement includes the re-classification of the comparison items in the same or previous period, which was mentioned in former company's announcement, it must be clarified in the announcement that numbers were amended or reissued with statement of reasons. 21. The company must mention any change in the accounting policies or adopting new accounting standards. 22. The company must add a clarification in the announcement of the financial results if there is no value inserted for any financial statement item. Notes: – The gross Profit (Loss) means: Net sales (revenues) minus cost of sales (revenues cost). – The operational Profit (Loss) means: Gross profit (loss) minus operational expenses. – The net Profit (Loss) means: Net profit (loss) in the income statements (after Zakat and Tax). – The comprehensive Income (Loss) means: the net profit (loss) in addition to other comprehensive income (loss) items. – The other Comprehensive Income (Loss) means: income and expenses items that are not included in the net profit (loss). – The numbers of the compared periods must appear in the announcement as mentioned in the financial statements (reviewed\ audited) by the external auditor for the current period. – In case that the company has gained profit during the current period compared to the losses on the same period (or vice versa), the paragraph may not include the percentage of change. – Paragraphs (6, 7, 8, 9 and 10) are excluded from announcement of the interim financial results, if such announcement is related to the first quarter results of the financial year. – The company must clarify all the material reasons and effects of the change in its results, whether positive or negative, clearly, accurately and directly, in a manner that would enable the investors to determine the real reason of the change in the result. Also, the company must mention the reasons for the change compared to the same period last year, and the reasons of such change compared to the previous period. – When announcing the estimated financial result, the company must clarify that these results are the management of the company’s estimations and have not been reviewed or examined by its external auditor. In case the numbers of the reviewed and examined financial results were different from the announced on the estimated financial results, it must clarify the reasons of the differences. I: Announcement Forms for the Interim and Annual Financial Results:
10 (1) Announcement Form for Annual Financial Results for Companies except Banks and Insurance Companies a. The Announcement Title Must be as Follows: “......... Company announces its annual financial results ended on //****” b. The announcement Must at Least Contain the Following Elements:
11 “......... Company announces its interim financial results for the period ended on //*** (3, 6, 9, or 12 months).” b. The Announcement Must at Least Contain the Following Elements:
12 16. The reason of the increase (decrease) in the net profit during the current quarter compared to the same quarter of the last year is …. 17. The reason of the increase (decrease) in the sales/ revenues during the current quarter compared to the previous one is ...... 18. The reason of the increase (decrease) in the net profit (loss) during the current quarter compared to the previous one is ...... 19. The reason of the increase (decrease) in the sales/ revenues during the current period compared to the same period of the last year is...... 20. The reason of the increase (decrease) in the net profit during the current period compared to the same period of the last year is...... 21. Statement of the type of external auditor’s report (Reviewed: Unmodified conclusion, conservation, notice, other matter, disclaimer of conclusion, adverse conclusion). 22. Statement of any comment mentioned in the external auditor's report, mentioned in any of the following paragraphs (other matter, conservation, notice, disclaimer of opinion, adverse opinion) in the announcement exactly as mentioned in the external auditor’s report. 23. In case of reclassification of the comparison items, it should be mentioned in the announcement. 24. Mention any information the company wishes to add. (3) Announcement Form for Annual Financial Results for Banks a. The Announcement Title Must be as Follows: “...... Bank announces the annual financial results ended on //****” b. The Announcement Must at Least Contain the Following Elements:
13 9. The profit (loss) per share amounted to *** Saudi Riyals, compared to *** Saudi Riyals in the last year. 10. The total shareholders’ equity (after deducting the minority's rights) amounted to *** Saudi Riyals, compared to *** Saudi Riyals in the last year, with increase (decrease) of **%. 11. The assets amounted to *** Saudi Riyals, compared to *** Saudi Riyals in the last year, with increase (decrease) of **%. The investment amounted to *** Saudi Riyals compared to *** Saudi Riyals in the last year, with increase (decrease) of **%. The loans and advances portfolio (financing and investment) amounted to *** Saudi Riyals compared to *** Saudi Riyals in the last year, with increase (decrease) of **%. The clients' deposits amounted to *** Saudi Riyals compared to *** Saudi Riyals in the last year, with increase (decrease) of **%. 12. The accumulated losses amount to *** Saudi Riyals by the end of the current year, with a percentage of % of the capital (if any). 13. The profit (losses) resulting from the change in investment properties’ fair value amount to *** Saudi Riyals by the end of the current year, with a percentage of % of the capital. 14. The reason of the increase (decrease) in the special commission income during the current year compared to the last year is...... 15. The reason of the increase (decrease) in the net profit during the current year compared to the last year is ...... 16. The reason of the increase (decrease) in the total net provision of expected credit losses and other losses (reversing entry) during the current year compared to the last year is...... 17. Statement of the type of external auditor’s report (Audited: unmodified opinion, conservation, notice, other matter, disclaimer of opinion, adverse opinion). 18. Statement of any comment mentioned in the external auditor's report, mentioned in any of the following paragraphs (other matters, conservation, notice, disclaimer of opinion, or adverse opinion) in the announcement exactly as mentioned in the external auditor’s report. 19. In case of re-classification of the comparison items, it should be mentioned in the announcement. 20. Mention any information the bank wishes to add. (4) Announcement Form for Interim Financial Results for Banks a. The Announcement Title Must be as Follows: “........ Bank announces the interim financial results for the period ended on // (3, 6, 9, 12 months)”. b. The Announcement Must at Least Contain the Following Elements:
14 3. The net income from special commissions of financing during the current quarter amounted to *** Saudi Riyals, compared to *** Saudi Riyals in the same quarter the last year, with increase (decrease) of **%; and compared to *** Saudi Riyals during the previous quarter with increase (decrease) of **%. 4. The net income from special commissions of investments during the current quarter amounted to *** Saudi Riyals, compared to *** Saudi Riyals in the same quarter the last year, with increase (decrease) of **%; and compared to *** Saudi Riyals during the previous quarter with increase (decrease) of **%. 5. The total operations profit (loss) amounted to *** Saudi Riyals during current period compared to *** Saudi Riyals in the same quarter of the last year with increase (decrease) of **%; and compared to *** Saudi Riyals during the previous quarter with increase (decrease) of **%. 6. The net profit (loss) amounted to *** Saudi Riyals during current period compared to *** Saudi Riyals in the same quarter of the last year with increase (decrease) of **%; and compared to *** Saudi Riyals during the previous quarter with increase (decrease) of **%. 7. The total comprehensive income amounted to *** Saudi Riyals during current quarter compared to *** Saudi Riyals in the same quarter of the last year, with increase (decrease) of **%; and compared to *** Saudi Riyals during the previous quarter with increase (decrease) of **%. 8. The total net provision (reversing entry) of expected credit losses and other losses, amounted to *** Saudi Riyals during the current quarter, compared to *** Saudi Riyals during the same quarter of the last year, with increase (decrease) of **%; and compared to *** Saudi Riyals during the previous quarter with increase (decrease) of **%. 9. The total income from special commissions of financing amounted to *** Saudi Riyals during the current period, compared to *** Saudi Riyals during the same period of the last year, with increase (decrease) of **%. 10. The total income from special commissions of investments amounted to *** Saudi Riyals during the current period, compared to *** Saudi Riyals during the same period of the last year, with increase (decrease) of **%. 11. The net income from special commissions of financing amounted to *** Saudi Riyals during the current period, compared to *** Saudi Riyals during the same period of the last year, with increase (decrease) of **%. 12. The net income from special commissions of investments amounted to *** Saudi Riyals during the current period, compared to *** Saudi Riyals during the same period of the last year, with increase (decrease) of **%. 13. The total operations profit (loss) amounted to *** Saudi Riyals during the current period, compared to *** Saudi Riyals during the same period of the last year, with increase (decrease) of **%. 14. The net profit (loss) amounted to *** Saudi Riyals during the current period, compared to *** Saudi Riyals during the same period of the last year, with increase (decrease) of **%. 15. The total comprehensive income amounted to *** Saudi Riyals during current period compared to *** Saudi Riyals in the same period of the last year, with increase (decrease) of **%. 16. The total net provision (reversing entry) of expected credit losses and other losses amounted to *** Saudi Riyals during current period compared to *** Saudi Riyals in the same period of the last year, with increase (decrease) of **%. 17. The profit (loss) per share amounted to *** Saudi Riyals during current period compared to *** Saudi Riyals in the same period last year.
15 18. The total shareholders’ equity (after deducting the minority's equity) amounted to *** Saudi Riyals, compared to *** Saudi Riyals in the same period last year, with increase (decrease) of **%. 19. The assets amount at the end of the current period is *** Saudi Riyals, compared to *** Saudi Riyals in the same period last year, with increase (decrease) of **%. The investment amounted to *** Saudi Riyals compared to *** Saudi Riyals in the last year, with increase (decrease) of **%. The loan and advances portfolio (financing and investment) at the end of current period amounted to *** Saudi Riyals compared to *** Saudi Riyals in the same period last year, with increase (decrease) of **%. the clients' deposits at the end of current period amounted to *** Saudi Riyals, compared to *** Saudi Riyals in the end of same period last year, with increase (decrease) of **%. 20. The accumulated losses at the end of the current period amounted to *** Saudi Riyals, with a percentage of **% of the capital (if any). 21. The profit (losses) resulting from the change in investment properties’ fair value amounted to *** Saudi Riyals by the end of the current period, with a percentage of **% of the capital (if any). 22. The reason of the increase (decrease) in special commission income during the current quarter compared to the same quarter of the last year is ...... 23. The reason of the increase (decrease) in the net profit during the current quarter compared to the same quarter of the last year is ...... 24. The reason of the increase (decrease) in the total net provision (reversing entry) of expected credit losses and other losses during the current quarter compared to the same quarter of the last year is ...... 25. The reason of the increase (decrease) in special commission income during the current quarter compared to the previous quarter is ...... 26. The reason of the increase (decrease) in the net profit during the current quarter compared to the previous quarter is ...... 27. The reason of the increase (decrease) in the total net provision (reversing entry) of expected credit losses and other losses during the current quarter compared to the previous quarter is ...... 28. The reason of the increase (decrease) in special commission income during the current period compared to the same period of the last year is ...... 29. The reason of the increase (decrease) in the net profit during the current quarter compared to the same quarter of the last year is ...... 30. The reason of the increase (decrease) in the total net provision (reversing entry) of expected credit losses and other losses during the current period compared to the same period of the last year is ...... 31. Statement of the type of external auditor’s report (Reviewed: Unmodified conclusion, conservation, notice, other matter, disclaimer of conclusion, adverse conclusion). 32. Statement of any comment mentioned in the external auditor's report, mentioned in any of the following paragraphs (other matters, conservation, notice, disclaimer of opinion, adverse opinion) in the announcement exactly as mentioned in the external auditor’s report. 33. In case of re-classification of the comparison items, it should be mentioned in the announcement. 34. Mention any information the Bank wishes to add. (5) Announcement Form for Annual Financial Results for Insurance Companies
16 a. The Announcement Title Must be as Follows: “......... Company announces its annual financial result ended on //****”. b. The Announcement Must at Least Contain the Following Elements:
17 “......... Company the interim financial results for the period ended on //**** (3, 6, 9,12 months).” b. The Announcement Must at Least Contain the Following Elements:
18 12. The net insurance financing expenses during the current period amounted to *** Saudi Riyals, compared to *** Saudi Riyals during the same period of the last year, with increase (decrease) of **% (If any). 13. The net profit (loss), after Zakat, attributable to shareholders during the current period amounted to *** Saudi Riyals, compared to *** Saudi Riyals during the same period of the last year, with increase (decrease) of **%. 14. The total comprehensive income during the current period amounted to *** Saudi Riyals, compared to *** Saudi Riyals during the same period of the last year, with increase (decrease) of **%. 15. The profit (loss) per share during the current period amounted to *** Saudi Riyals, compared to *** Saudi Riyals during the same period of the last year. 16. The total shareholders’ equity (after deducting the minority's equity) during the current period amounted to *** Saudi Riyals, compared to *** Saudi Riyals during the same period of the last year, with increase (decrease) of **%. 17. The accumulated losses at the end of the current period amounted to *** Saudi Riyals, with a percentage of % of the capital (if any). 18. The profit (loss) resulting from the change in investment properties’ fair value amounted to *** Saudi Riyals at the end of the current period, with a percentage of % of the capital. 19. The reason of the increase (decrease) in the revenues during the current quarter compared to the same quarter of last year is ...... 20. The reason of the increase (decrease) in the net profit during the current quarter compared to the same quarter of last year is ...... 21. The reason of the increase (decrease) in the revenues during the current quarter compared to the previous quarter is...... 22. The reason of the increase (decrease) in the net profit (loss) during the current quarter compared to the previous quarter is ....... 23. The reason of the increase (decrease) in the revenues during the current period compared to the same quarter of the last year is ....... 24. The reason of the increase (decrease) in the net profit during the current quarter compared to the same quarter of the last year is ...... 25. Statement of the type of external auditor’s report: (Reviewed: Unmodified conclusion, conservation, notice, other matter, disclaimer of conclusion, adverse conclusion). 26. Any note mentioned in the auditor’s report in the paragraphs detailing the other matters, conservation, notice, disclaimer of opinion, or adverse opinion) in the announcement exactly as mentioned in the external auditor’s report. 27. In case of re-classification of the comparison items, it should be mentioned in the announcement. 28. Mention any information the Company wishes to add. (7) Announcement Form for the Semi-Annual Financial Results for the Companies whose shares are listed on the Parallel Market a. The Announcement Title Must be as Follows: “......... Company announces its interim financial results for the period ended on // (6 months)” b. The Announcement Must at Least Contain the Following Elements:
19
20 “......... Company announces its inability to post (interim/ annual) financial results for the period ended on //**** (3, 6, 9, or 12 months).” b. The Announcement Must at Least Contain the Following Elements:
21 Instructions for Companies’ Announcement of Administrative Changes (1) Announcement Form for the Nomination for Board of Directors Membership a. The Announcement Title Must be as Follows: “......... Company announces the opening of the nomination period for the board of directors’ membership for the next term.” b. The Announcement Must at Least Contain the Following Elements: The starting and ending dates of the term. The opening and the ending dates of the nomination. The method of receiving the nomination requests. Policy and criteria of nomination for the board membership as approved by the General Assembly. Attachment of the CMA-approved resume for the nominees for board memberships in the joint-stock companies listed on the Saudi Stock Exchange website (Tadawul). (2) Announcement Form for the Resignation of a Board Member a. The Announcement Title Must be as Follows: “......... Company announces the resignation of the board of director's member (members).” b. The Announcement Must at Least Contain the Following Elements:
22
23 b. The Announcement Must at Least Contain the Following Elements:
24 a. The Announcement Title Must be as Follows: “......... Company announces the resignation of the Audit Committee Member (Members).” b. The Announcement Must at Least Contain the Following Elements: The name of the resigned member (members). The date of submitting the resignation and its effective date. Reasons for resignation. The starting date of the membership of the resigned member. (9) Announcement Form for the Appointment of an Audit Committee Member a. The Announcement Title Must be as Follows: “......... Company announces the appointment of an audit committee member(s).” b. The Announcement Must at Least Contain the Following Elements:
25 Instructions for Companies Announcements Regarding Capital Alternation I: Offering Rights Issue Shares (1) Announcement Form for Board's Recommendation for Capital Increase by Offering Rights Issue a. The Announcement Title Must be as Follows: “......... Company announces the board's recommendation for capital increase by offering rights issue”. b. The Announcement Must at Least Contain the Following Elements: a. The date of the board's meeting. b. The total amount that the company wishes to receive, without reporting the amount or numbers of shares that intended to offer or its percentage of current capital. c. Reasons of capital increase. d. Eligibility date, provided that the eligibility shall be for the shareholders on the Extraordinary General Assembly Day, in which the capital increase by offering rights issue is decided, and whose names appear in the issuer's shareholders register at the Depository Center on the end of the second trading day following the assembly meeting date. e. Indicate that an announcement will be made upon appointing a financial advisor for offering, as well as upon submitting the request for capital increase to the Capital Market Authority for approval.
(2) Announcement Form for the Appointment of a Financial Advisor to Manage the Subscription in the Rights Issue After the board's recommendation to increase the company's capital by way of rights issue, the company announces the appointment of a financial advisor in line with the following: a. The Announcement Title Must be as Follows: “......... Company announces the appointment of a financial advisor to manage the subscription of rights issue.” b. The Announcement Must at Least Contain the Following Elements: The name of the financial advisor. The appointment date of the financial advisor. In case of changing the current financial advisor, the company shall announce the name of the new financial advisor and the reason behind changing the old financial advisor. Any other information the company wishes to add.
26 (3) Announcement Form for Submitting an Application File for Capital Increase by Offering Rights Issue to the Capital Market Authority for Approval a. The Announcement Title Must be as the Following: “......... Company announces the submission of an application to increase the company's capital by offering the rights issue to the Capital Market Authority.” b. The Announcement Must at Least Contain the Following Elements: The date of submitting the application to the Capital Market Authority. Reference to the subject of the application. Reference to the announcement of the board's recommendation regarding the company's capital increase by offering rights issue. (4) Announcement Form for Material Developments Regarding the Application File for Capital Increase by Offering Rights Issue Submitted to the Capital Market Authority After the announcement of submitting an application of the capital increase by offering rights issue to the Capital Market Authority for approval, the company must announce any material changes regarding the application submitted to the Authority. Upon the Authority's approval, the company shall publish the prospectus within a period not exceeding (14) days prior to the convening date of the General Assembly. a. The Announcement Title Must be as the Following: “......... Company announces the developments regarding the submitted application of the company's capital increase by offering the rights issue to the Capital Market Authority.” b. The Announcement Must at Least Contain the Following Elements: Reference to the subject of the application submitted to the Authority and the application’s date of submission. Clarification and elaboration of the application status at the Authority (including, but not limited to: Completion or fulfillment of the requirements and remarks on the application, or whether the application is under review by the Authority). Any other material developments (including, but not limited to: permanent withdrawal of the application with a clarification of the reasons, the Authority’s rejection of the application with reasons, suspension of the application for not fulfilling the requirements…etc). (5) Announcement Form for Determining the Period for Rights Issue Trading and Subscriptions in the New Shares
27 After the issuance of approvals by the official entities and Extraordinary General Assembly on the capital increase, the company shall announce the following: a. The Announcement Title Must be as the Following: “......... Company announces the determination of the rights issue trading period and subscription in the new shares.” b. The Announcement Must at Least Contain the Following Elements:
28 The start date of the rights issue trading period and subscription in the new shares. The end date of the rights issue trading period. The end date of the subscription in the new shares period. (7) Reminder Announcement Form for the Last Day for Trading Rights Issue and the Last Day for Subscriptions in the New Shares a. The Announcement Title Must be as the Following: “.......... Company announces a reminder of the last day for trading rights issue and the last day for subscription in the new shares”. b. The Announcement Must at Least Contain the Following Elements: The end date of the rights issue trading period. The end date of the subscription in the new shares period. (8) Announcement Form for the Process Details of the Sale of the Un-Subscribed Shares and the Start of the Offering Stage, in Addition to the Results of Trading Rights Issue and Subscription in the New Shares. a. The Announcement Title Must be as the Following: “The ......... Company announces the results of trading rights issue and subscribing in the new shares, and the process details of the Sale of the un-subscribed shares.” b. The Announcement Must at Least Contain the Following Elements: The number of subscribed shares, its value and the coverage percentage of the total new offered shares. The details of the rump offering mechanism, and its start and end dates. Determine the rump offering period hours. (9) Announcement Form for Rump Offering Results and the Allocation of the Rights Issue shares. a. The Announcement Title Must be as the Following: “......... Company announces the rump offering results and the allocation of the rights issue shares” b. The Announcement Must at Least Contain the Following Elements:
29 The number of sold shares. The total refunded amount from sale process of the unsubscribed shares and shares fractions (if any). Average selling price for the sold shares. The net amount of the compensations refunded to the shareholders of rights issue and shares fractions. Date of the Shares deposit in shareholders’ accounts. (10) Announcement Form for the Distribution of Compensations (if any) among Rights Issue Holders Who Did Not Exercise Their Right of Subscribing in the New Shares. a. The Announcement Title Must be as the Following: “......... Company announces the distribution of compensations (if any) to the shareholders of rights issue who did not exercise their right to subscribe in the new shares”. b. The Announcement Must at Least Contain the Following Elements:
30 (12) Announcement Form for the Recommendation of the Company's Board of Directors to Increase its Capital by Offering Shares with Suspension of Rights Issue Shares a. The Announcement Title Must be as Follows: “......... Company announces the recommendation of the company's Board of Directors to increase its capital by offering shares with suspension of Rights Issue Shares.” b. The Announcement Must at Least Contain the Following Elements:
31 4. Any other information that the company wishes to add. (14) Announcement Form for Submitting an Application File for Capital Increase by Offering Shares, with Suspension of Rights Issue Shares, to the Authority to Obtain Its Approval. a. The Announcement Title Must be as Follows: “......... Company announces submitting an application for capital increase by offering shares, with suspension of Rights Issue Shares, to the Capital Market Authority”. b. The Announcement Must at Least Contain the Following Elements:
32 (16) Announcement Form for the Determination of the Subscription Period in the New Shares to Increase Capital with Suspension of Rights Issue Shares. Following the approval of the official authorities and extraordinary general assembly to increase the capital, the company shall announce the following: a. The Announcement Title Must be as Follows: “......... Company announces the determination of the period of subscription to the new shares to increase capital with suspension of Rights Issue Shares. b. The Announcement Must at Least Contain the Following Elements:
33
34
35
36 7. State that the reduction date is at the end of the second trading day following the Extraordinary General Assembly meeting in which the capital reduction was decided. 8. Indicate the necessity of obtaining the approvals of the official entities and Extraordinary General Assembly regarding the capital reduction and the number of shares. 9. Indicate that an announcement will be made upon appointing a financial advisor, and upon submitting the application for capital reduction to the Capital Market Authority for approval. (24) Announcement Form for the Appointment of a Financial Advisor for Capital Reduction After the announcement of the recommendation of board of directors for capital reduction, the company must announce the appointment of a financial adviser in line with the following: A) The Announcement Title Must be as Follows: “......... Company announces the appointment of a financial advisor for capital reduction”. B) The announcement shall include at least the following elements:
37 a. The Announcement Title Must be as Follows: “......... Company announces the developments on the application submitted to the Capital Market Authority regarding the capital reduction”. b. The Announcement Must at Least Contain the Following Elements:
38 “......... Company announces the non-completion of selling shares fractions resulting from the company’s capital decrease within the period specified in shareholders’ circular”. B) The Announcement Must at Least Contain the Following Elements:
39 “......... Company announces the appointment of a financial advisor to manage the application for the increase of the capital by way of debt conversion”. B) The Announcement Must at Least Contain the Following Elements:
40 2. Clarifying and detailing the status of the application with the Authority (including but limited to: fulfilling the requirements and remarks on the application, or whether the application is under review by the Authority). 3. Any other material changes (including but limited to: permanent withdrawal of the application with a clarification of the reasons, the Authority’s rejection of the application with justifications, suspension of the application for not fulfilling the requirements…etc). VI: Announcements Related to the Acquisition of a Company/Purchase of an Asset through Increasing the Company's Capital by Issuing Shares for the Owners of the Acquired Company/ Purchased Asset. (33) Phase 1: Announcement Form for the Company's Signature of a Memorandum of Understanding for the Acquisition of a Company/Purchase of an Asset. a. The Announcement Title Must be as Follows: “......... Company announces the signing of a memorandum of understanding with (…… name of the second party ……) for the acquisition/purchase of a (........)”. b. The Announcement Must at Least Contain the Following Elements:
41 2. Number of shares before and after the capital increase. 3. Name of (the company to be acquired)/(asset to be purchased). 4. Value of (the company to be acquired)/(asset to be purchased). 5. Value of the listed company. 6. Percentage of the shares swap with indication of the possible impacts and risks to the company's shareholders, the company and the decision making process in it. 7. The ownership percentage of the listed company in (the company to be acquired)/ (asset to be purchased) after issuing the shares. 8. The ownership percentage of the partners for whom new shares are issued after the end of the acquisition process. 9. The date of signing the acquisition agreement. 10. Any related material information or conditions which may affect the share price. 11. In case of related parties, their identities must be disclosed. 12. The end date of the agreement and its termination conditions. 13. Indicate the necessity of obtaining the official entities and Extraordinary General Assembly’s approval regarding capital increase for the purpose of acquisition/purchase. Note: In regards of the required announcements, if the company to be acquired is a listed company, the provisions of the Merger and Acquisition Regulation must be complied with. (35) Phase 3: Announcement Form for the Completion of the Procedures of the Acquisition of a Company/Purchase of an Asset through Capital Increase by Issuing Shares to the Owners of the Company/Asset. A) The Announcement Title Must be as Follows: “......... Company announces the completion of the procedures of acquisition/purchase of (......)”. b.The Announcement Must at Least Contain the Following Elements:
42 Instructions for Companies’ Announcements Regarding Reverse Take-over Announcement Form for the Reverse Take-over Agreement A) The Announcement Title Must be as Follows: “......... Company announces the agreement to the reverse take-over terms with (…… name of the other party ……) to acquire (………)”. b) The Announcement Must at Least Contain the Following Elements:
43 Instructions for Companies’ Announcements Regarding General Assemblies. (1) Announcement Form for the call for a General Assembly (Ordinary or Extraordinary) a) The Announcement Title Must be as Follows: “........... Company Board invites its shareholders to attend the (Ordinary or Extraordinary) General Assembly meeting (First/Second/Third meeting). b) The Announcement Must at Least Contain the Following Elements:
44 14. Reference that the attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee. 15. If the agenda includes voting on the company's buy-back of its shares, the following must be determined; the maximum limit of the number of shares to be purchased and the purposes of the purchase, the method of financing the purchase, the number of stages of the purchase, the maximum time period during which the company may keep the treasury stocks without selling them or allocating them to the employee shares program. 16. Reference that in case of any enquiries, contact the Investors Relations department (Phone Number/Email). (2) In the Event Where the Agenda Includes an Item for Changing the Company's Capital a) After Obtaining the Official Authorities' Approval, the Announcement Title Must be as Follows: “............ Company calls its shareholders to attend the Extraordinary General Assembly meeting which include the increase/reduction of the company's capital (First/Second/Third meeting). b) The announcement Must at Least Contain the Following Elements in Addition to the Elements Mentioned in (1\b):
45 “......... Company announces the results of the (Ordinary or Extraordinary) General Assembly meeting (First/Second/Third meeting). b) The Announcement Must at Least Contain the Following Elements:
46 “......... Company announces the non-convening of the (Ordinary or Extraordinary) General Assembly of the Company’s (first/second/ third) meeting. b) The Announcement Must at Least Contain the Following Elements:
47 A Statement of the Supporting Documents of the Shareholders’ General Assembly Agenda Items. Item Supporting Documents 1 Reviewing and discussing Board’s report. Review committee’s report. 2 Voting on business and contracts in which the member of the board of directors has any direct or indirect interest therein. Limited examination report, notification of the Chairman of the board of directors including a description of such transactions, name of the relevant board member, the nature of the transaction, the amount of the transaction, the period of the transaction, the conditions of the transaction. 3 Voting on the participation of a board member in a competitive activity. A statement and description of the company in which the member practices a competing activity, including the member's role in that company. 4 Voting on the decision of the board of directors for appointing a member of the board of directors. Resume of the appointed member according to the attached resume’s form in page (48). 5 Voting on the amendment of the company’s policies and regulations (e.g., The Company’s Corporate Governance Regulations). Statement of the articles before and after amendment. 6 Vote on the adoption of regulations such as corporate governance and rules for the selection of members of the Audit Committee. Copy of such regulations. 7 Voting on the election of the board of directors from among the candidates. Resume of the candidates according to resume form attached on page (48). 8 Voting on the amendment of an article(s) of the company’s bylaws. A copy of the article(s) before and after the amendment(s). 9 Voting on the alteration of the company’s capital. Prospectus / Shareholders Circular (as applicable). 10 Voting on the Company's purchase of its shares. The auditor's report on the company's compliance with the requirements of financial solvency. Note: The mentioned items in the above statement are not exclusive. In case where the assembly agendas include an additional item with supporting documents that are not mentioned above, such relevant supporting documents must be included in the announcement.
48 Form No. (1) Resume a) Personal information of the Nominated Member Full Name Nationalit y Date of Birth b) Academic Qualifications of the Nominated Member
Qualificatio n Specialization Date of obtaining the qualifications The issuer of the qualification 1 2 3 4 5 c) Experiences of the Nominated Member Period Experience d) Current membership in the board of directors of other joint stock companies (listed or non-listed) or any other company, regardless of its legal form or the committees deriving from it:
Company name Main activity Members hip type (executiv e, nonexecutive , independ ent) Nature of the membership (in personal capacity, representative of legal person) Member ship of the committ ees Legal form of the compan y 1 2 3 4
49 Instructions for Companies’ Announcements Regarding Cash Dividends (1) Announcement Form for the Distribution of Cash Dividends to Shareholders of the Company a) The Announcement Title Must be as Follows: “......... Company announces the board of directors' recommendation\ decision to distribute cash dividends for (the distribution period)”. b) The Announcement Must at Least Contain the Following Elements:
50 Instructions for Companies’ Announcement Regarding Contracts (1) Announcement Form for Awarding a Contract or Project a) The Announcement Title Must be as Follows: “......... Company announces awarding (contract/ project) with (the other party’s name)”. b) The Announcement Must at Least Contain the Following Elements: Date of the awarding. Other party’s name. The contract/ project value*. The estimated date of signing the contract (if any). Contract/ project details. In case of having related parties, their identities must be disclosed
51 Competitive reasons that prevent the Company from disclosing the value. No related party. (Such as: If the contract or project value represents 18% of the Company’s total revenue, the Company may state that the ratio exceeds 15%. “
52 Instructions for Companies Announcements Regarding SAMA’s (Saudi Arabian Monetary Authority) Approval on Insurance Products Announcement Form for SAMA’s Approval Regarding Insurance Products a. The Announcement Title Must be as Follows: “......... Company announces obtaining SAMA’s (Final\Temporary) approval on the company’s product\products.” b. The Announcement Must at Least Contain the Following Elements:
53 Instructions for Companies Announcements Regarding Addendum and Corrective Announcement (1) Addendum Announcement Form a. The Announcement Title Must be as Follows: “Addendum announcement from ........ regarding (announcement subject)”. b. The Announcement Must at Least Contain the Following Elements:
Date of the pervious announcement on (Tadawul)’s website preceding the development.
The change on the development.
Financial impact of the change (if any), in case of otherwise, the reason must be clarified. Note: the addendum announcement is only used if the company wishes to provide additional information not disclosed or the company did not comply with on its pervious announcement. However, in cases where the company's announcement of the latest developments regarding the material developments already announced, then the company's announcement form for previously announced developments must be used. (2) Corrective Announcement Form: a. The Announcement Title Must be as Follows: “A corrective announcement from ........ regarding (announcement subject)”. b. The Announcement Must at Least Contain the Following Elements:
Date of the pervious announcement on (Tadawul)’s website preceding the development.
The misstatement on the previous announcement.
Correction for the misstatement.
54 Instructions for Companies’ Announcement Regarding Signing a Memorandum of Understanding Announcement Form for signing a Memorandum of Understanding. a. The Announcement Title Must be as Follows: “......... Company announces signing a memorandum of understanding with (the other entity’s name)”. b. The Announcement Must at Least Contain the Following Elements:
Date of signing the Memorandum of Understanding. The name of the entity with which the memorandum was signed The Memorandum subject. The Memorandum period. In case of having related parties, their identities must be disclosed. Financial impact (if any).
55 Instructions for Companies’ Announcement Regarding their Projects Announcement Form for Projects a. The Announcement Title Must be as Follows: “......... Company announces (project name)”. b. The Announcement Must at Least Contain the Following Elements:
56 Instructions for Companies’ Announcements for Transactions of Sale, Purchase, Mortgage or Leasing of an Asset. Announcement Form for the Transactions of Sale, Purchase, Mortgage or Leasing of an Asset. a. The Announcement Title Must be as Follows: “......... Company announces the (purchasing, selling, mortgage or lease) of .......... in the amount of .........”. b. The announcement Must at Least Contain the Following Elements (as applicable):
57 Instructions for Companies’ Announcements for Obtaining Financing (1) Announcement Form for obtaining financing. a. The Announcement Title Must be as Follows: “......... Company announces obtaining of (finance type)”. b. The Announcement Must at Least Contain the Following Elements: Date of obtaining the financing. Financing entity. Financing amount. Financing duration. Any guarantees offered for the financing. Financing objective. In case of any related parties, their identities must be disclosed (2) Announcement Form for Defaulting on the Repayment of Financing. a. The Announcement Title Must be as Follows: “......... Company announces the default on the payment of the finance provided by (financing entity)". b. The Announcement Must at Least Contain the Following Elements:
58 Date of singing the rescheduling of finance. Financing entity. Reasons for rescheduling the Finance. The Financing amount and rescheduled part. The Financing duration before and after the rescheduling. Guarantees offered for the rescheduled Financing. In case of any related parties, must disclose their identities.
59 Instructions for Companies’ Announcements Related to Debt Instruments (1) Announcement Form for the Determination to Issue Debt Instruments a) The Announcement Title Must be as Follows: “......... Company announces its determination to issue (sukuk\bonds)”. b) The Announcement Must at Least Contain the Following Elements: Date of the board of directors' decision. Value of the offer. The purpose of the offer. Indicate the necessity for obtaining the approval of the regulatory authorities. (2) Announcement Form for Beginning the Offer of Debt Instruments a) The Announcement Title Must be as Follows: “......... Company announces beginning of offering (sukuk\ bonds)”. b) The Announcement Must at Least Contain the Following Elements: Value of the offer. Starting and ending dates of the offer. Determine the targeted class of the issuance. Name of the issuance manager. Minimum Subscription (if any). Offer price (sukuk\bond) and the par value. Return of (sukuk \ bond). Maturity of (sukuk \ bond). Terms of redemption (if any). (3) Announcement Form for Completing the Offer of Debt Instruments a) The Announcement Title Must be as Follows: “......... Company announces the end of the debts instruments offer (sukuk\ bonds)”. b) The Announcement Must at Least Contain the Following Elements: Value of the offer. Total number of (sukuk\ bonds).
60 Par value (sukuk \ bond). Return of (sukuk \ bond). Maturity of (sukuk \ bond). Terms of redemption (if any).
(4) Announcement Form for the Redemption of Issued Debts Instruments a.The Announcement Title Must be as Follows: “......... Company announces its determination to redeem the issued (sukuk\bonds)". b. The Announcement Must at Least Contain the Following Elements: Value of the redeemed (sukuk\ bonds) and its percentage of the total issuance. The total number of the redeemed (sukuk\bonds). Date of Issuance. End of trading date. The par value of the redeemed sukuk. The total issuance value after the redemption. Date of depositing the amounts of (sukuk\bonds) holders’ account. Name of the responsible entity for the deposit and its contact method.
61 Instructions for Companies’ Announcements Regarding the Company’s Shares BuyBack and Sale. Note: The controls over the Company's Shares Buy-Back and sale stipulated in Chapter 6 of the Implementing Regulations of the Companies Law Relating to Listed Joint Stock Company must be complied with. (1) Announcement Form for the Company’s Determination to Buy-Back Its Shares. a) The Announcement Title Must be as Follows: “......... Company announces the Board recommendations to buy-back its shares. b) The Announcement Must at Least Contain the Following Elements: Board of directors’ recommendation date. Purpose of the purchase. If the purpose of the buy-back is to maintain them as treasury shares, it must clarify such purpose. Number of shares to be bought-back and their class. Financing method of the purchase. The percentage of the treasury shares currently with the company in relation to the total share of the same class that the company buys-back (if any). Indicate the necessity of obtaining the Extraordinary General Assembly’s approval on the shares buy-back transaction. Indicate the company’s fulfillment of financial solvency requirements contained in paragraph (3) of Article (17) of Implementing Regulations issued pursuant to the Companies Law, and attach a report by the external auditor of the company. Indicate that the shares that the company buys-back shall not have voting rights in the shareholders' assemblies. (2) Announcement Form for the Company’s Determination to Sell Its Shares a) The Announcement Title Must be as Follows: “......... Company announces the company determination to sell its shares”. b) The Announcement Must at Least Contain the Following Elements: Board of directors’ approval date. Number of the shares to be sold and their percentage from the company’s treasury shares.
62 The purpose of the sale.
63 Instructions for Companies’ Announcements Regarding the Company Pledge of Its Shares. Note: Must comply with the rules for company’s pledge of its shares stipulated in Chapter 7 of the Implementing Regulation of the Companies Law Relating to Listed Joint Stock Company. (1) Announcement Form Relating to the Company’s Determination to Pledge Its Shares. a) The Announcement Title Must be as Follows: “......... Company announces the Board recommendations to pledge its shares”. b) The Announcement Must at Least Contain the Following Elements: Board of directors’ recommendation date. The reasons for the pledge and its financial or commercial fees. The number of pledged shares. The date and period for the pledge. The shares pledgee. Indicate that the pledgee creditor may not attend or vote on the general shareholders’ assemblies. Indicate whether if the pledgee creditor may receive profits and use the rights related to the share. Indicate if there are any related parties. Indicate that the Ordinary General Assembly’s approval on the company’s pledge of its shares must be obtained. (2) Announcement Form for the Company’s Release of Its Pledged Shares a) The Announcement Title Must be as Follows: “......... Company announces the release of its pledged shares”. b) The Announcement Must at Least Contain the Following Elements: Date of releasing the pledged shares. Numbers of pledged shares. The source of the financing used to release the pledged shares. Reasons for pledge expiration.
64 Instructions for Companies’ Announcement Regarding Lawsuits. Announcement Form for lawsuits. a) The Announcement Title Must be as Follows: “......... Company announces (the lawsuit type and the other party name in such lawsuits) ". b) The Announcement Must at Least Contain the Following Elements:
65 Instructions for Companies’ Announcement of Previously Announced Developments Announcement Form for Previously Announced Developments a) The Announcement Title Must be as Follows: “......... Company announces the latest developments on (previously announced event)". b) The Announcement Must at Least Contain the Following Elements: The previously announced event. Date of the previous announcement. Latest developments of the announced event. Reasons for the delay on the date of the event previously announced (if any). The costs associated with the event, and if they have changed or not with indication of the reasons. Delay consequences (if any) on the Company's financial results.
66 Instructions for Companies’ Announcements for Companies with Accumulated Losses Reaching 20% or More of Their Share Capital. I: Companies with Accumulated Losses of 20% or More and Less Than 35% of their Share Capital. (1) Announcement Form for Accumulated Losses Reaching 20% or More and Less Than 35% of Share Capital. a) The Announcement Title Must be as Follows: “......... Company announces its accumulated losses reaching …% of its capital.” b) The Announcement Must at Least Contain the Following Elements: Date of reaching the losses. Accumulated losses amount. Accumulated losses percentage of the capital. The main reasons that led to such losses. Indicate that it will apply the Procedures and Instructions Related to Listed Companies with Accumulated Losses Reaching 20% or more of their Share Capital. Reference to any other laws or instructions (if any) that regulate such case that shall be applied. Note: In accordance with the Procedures and Instructions Related to Listed Companies with Accumulated Losses Reaching 20% or more of their Share Capital, in case that the announcement of the company's accumulated losses happens together with the announcement of the interim or annual financial results, the Company shall be exempted from disclosure in a separate announcement of the Company's accumulated losses if it is included in the announcement of the interim or annual financial results. (2) Announcement Form for the Reduction of the Accumulated Losses Below 20% of Share Capital a) The Announcement Title Must be as Follows: “......... Company announces the reduction in its accumulated losses to reach ... % of its capital.” b) The Announcement Must at Least Contain the Following Elements:
67 2. Accumulated losses amount. 3. Accumulated losses percentage of the capital. 4. The procedure taken by the company to reduce its accumulated losses. 5. The external auditor’s report clarifying the financial position of the company after the reduction in its accumulated losses (attached). II: Companies with Accumulated Losses Reaching 35% or More and Less Than 50% of Share Capital (3) Announcement Form for Accumulated Losses Reaching 35% or More and Less Than 50% of Share Capital. a) The Announcement Title Must be as Follows: “......... Company announces that its accumulated losses reaching ...% of its capital.” b. The Announcement Must at Least Contain the Following Elements: Date of reaching the losses. Accumulated losses amount. Accumulated losses percentage of the capital. The main reasons that led to such losses. The procedure taken by the company regarding such accumulated losses. Indicate that it will apply the Procedures and Instructions Related to Listed Companies with Accumulated Losses Reaching 20% or more of their Share Capital. Reference to any other laws or instructions (if any) that regulate such case and that will be applied. Note: In accordance with the Procedures and Instructions Related to Listed Companies with Accumulated Losses Reaching 20% or more of their Share Capital, in case the announcement of the company's accumulated losses happens together with the announcement of the interim or annual financial results, the Company shall be exempted from disclosure in a separate announcement of the Company's accumulated losses if it is included in the announcement of the interim or annual financial results. (4) Announcement Form for the Reduction of the Accumulated Losses Below 35% of Share Capital. a) The Announcement Title Must be as Follows: “......... Company announces the reduction in its accumulated losses to reach ... % of its capital.” b) The Announcement Must at Least Contain the Following Elements:
68 3. Accumulated losses percentage of the capital. 4. The procedure taken by the company to reduce its accumulated losses. 5. The external auditor's report clarifying the financial position of the company (attached). Note: When accumulated losses of the company are reduced below 35% and not less than 20% of its capital, Article 3 of the Procedures and Instructions Related to Listed Companies with Accumulated Losses Reaching 20% or more of their Share Capital shall be applied on the company. Accordingly, the Company shall commit to announce its accumulated losses of over 20% or more and less than 35% of its capital, in addition to announcing the reduction of the accumulated losses below 35% of share capital. III: Companies with Accumulated Losses Reaching 50% or More of Share Capital. (5) Announcement Form for Accumulated Losses Reaching 50% or More of Share Capital a. The Announcement Title Must be as Follows: “......... Company announces its accumulated losses reaching ...% of its capital.” b. The Announcement Must at Least Contain the Following Elements:
69 (6) Announcement Form for the Reduction of the Accumulated Losses Below 50% of Share Capital. a. The Announcement Title Must be as Follows: “......... Company announces the reduction of its accumulated losses to reach …. % of its capital.” b. The Announcement Must at Least Contain the Following Elements:
70 Instructions for Companies’ Announcements regarding emergency events (such as fires, earthquakes, and pandemic illnesses) and their effects on a Company's business Announcement Form for the impact of emergency events on the Company's business a. The Announcement Title Must be as Follows: “......... Company announces the impacts of ....... on its business”. b. The Announcement Must at Least Contain the Following Elements:
71 Instructions for Companies’ Announcements Regarding Transferring from the Parallel Market to the Main Market Announcement Form for the Board resolution to transfer from the Parallel Market to the Main Market. a. The Announcement Title Must be as Follows: “......... Company announces the Board resolution to transfer from the Parallel Market to the Main Market”. b. The Announcement Must at Least Contain the Following Elements: