General Decision of the Financial Markets Council No. 10 on the Conditions for Exercising Listing Sponsor Activities

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B.O No. 2911 of Tuesday, August 14, 2007 - page-1-

General Decision of the Financial Markets Council No. 10 on the Conditions for Exercising Listing Sponsor Activities

The College of the Financial Markets Council,

Having regard to Law No. 94-117 of November 14, 1994 on the reorganization of the financial market, as amended by Law No. 99-92 of August 17, 1999 on the revitalization of the financial market and Law No. 2005-96 of October 18, 2005 on strengthening the security of financial relations, and in particular Articles 28 and 31 thereof;

Having regard to Decree No. 99-2478 of November 1, 1999 on the status of stock exchange intermediaries, as amended and supplemented by Decree No. 2007-1678 of July 5, 2007, and in particular Article 36 bis thereof.

Decides:

Chapter 1: Approval of the Listing Sponsor

Article 1:

The listing sponsor activity provided for in Article 36 bis of the aforementioned Decree No. 99-2478 is exercised by credit institutions, stock exchange intermediary companies, or offices or enterprises specialized in accounting, finance, or law.

Article 2:

The applicant for approval to exercise the listing sponsor activity must submit to the Financial Markets Council an approval file in accordance with Annex No. 1 of this General Decision.

Article 3:

The listing sponsor must:

• have experience in advising and structuring balance sheet operations and have executed capital transactions for companies;
• employ a financial analyst,
• establish in its internal regulations procedures to avoid conflict of interest situations.

Article 4:

The Financial Markets Council processes the approval application within a maximum period of one month from the date of submission of the application accompanied by the necessary documents. This period is suspended, where applicable, until receipt by the Financial Markets Council of any additional documents, information, or justifications it requests.

Article 5:

The approval of a listing sponsor is published as a notice in the Official Bulletin of the Financial Markets Council and in the Bulletin of the Tunis Stock Exchange.

The Financial Markets Council must be informed, in advance, of any modification affecting the conditions on which the approval was granted.

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Chapter 2: Obligations of the Listing Sponsor

Article 6:

The listing sponsor must refrain from exercising this mission on behalf of an issuer that would place it in a conflict of interest situation.

Conflict of interest situations include, among others, the following cases:

• certification of the issuer's accounts;
• holding a management or administrative position within the issuer by any partner, director, or employee of the listing sponsor;
• participation by the listing sponsor or one of its partners, directors, or employees in the issuer's capital, whether individually or jointly.

The listing sponsor must inform the Financial Markets Council, for prior review, of any other situation that may be confused with a conflict of interest.

Article 7:

When introducing a company to the stock exchange, the listing sponsor must certify in writing to the Financial Markets Council:

• having provided the issuer with all information regarding the legal and regulatory obligations arising from the introduction operation;
• that the issuer meets the application conditions;
• having verified and carried out the necessary due diligence regarding the issuing company in accordance with procedures established by standard templates available from the Financial Markets Council,
• that the issuer has the necessary means to comply with its periodic and permanent information obligations.

Article 8:

The listing sponsor must carry out the necessary due diligence to ensure the sincerity of the information communicated by the issuer, and the prospectus for introduction must bear its signature.

Article 9:

During the period that a company's securities remain on the alternative market, the listing sponsor is responsible for continuously monitoring the issuer's compliance with its legal and regulatory periodic and permanent information obligations.

Article 10:

Upon the publication of indicators and periodic financial statements, the listing sponsor must evaluate with the issuer's management their financial communication over the past period.

Article 11:

In case of non-compliance by the issuer with its information obligations, the listing sponsor is required to remind it of these obligations and provide necessary assistance to remedy the breach.

It must also report to the Financial Markets Council and the Tunis Stock Exchange the nature of the breach and the steps taken to remedy it.

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Article 12:

The listing sponsor must carry out the necessary due diligence to fulfill its assigned obligations. It must document all its work.

Article 13:

The listing sponsor must maintain a register of its professional due diligence. This register contains, for each company for which it acts as sponsor, the details necessary to enable subsequent control of the work performed. The register established under this article is retained for ten years and made available to the Financial Markets Council.

Article 14:

The listing sponsor must respect the following principles:

• agree in writing on the cost of the services it intends to provide,
• refrain from being remunerated through the issuance of shares by the issuer,
• conduct an assessment of the company's valuation.

Article 15:

The listing sponsor must take necessary measures with its staff to avoid the exploitation of insider information by companies or the issuance of orders for their own account on securities of a company for which they provide financial analysis.

Article 16:

This General Decision shall be published in the Official Bulletin of the Financial Markets Council after countersignature by the Minister of Finance.

Done at: 11 AUGUST 2007

Countersigned The Minister of Finance

Date:

For the College of the Financial Markets Council The President

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ANNEX 1

Information concerning the listing sponsor:

The company:.................................................................................................................................. Registered office:........................................................................................................................... Commercial register No.:........................................................................................................... Tax identification number:.................................................................................................................. Represented by: ..........................................................................................................................

Requests the approval of the Financial Markets Council as a listing sponsor.

The requested documents (check the box corresponding to the submitted documents):

• a copy of the articles of association;
• an extract from the commercial register or a certificate of affiliation to a professional body;
• an identification of our administrators or senior managers, our staff, and our partners;
• an organizational chart as well as those of our various functional and operational structures;
• a list of capital operations for issuers in which the company has participated;
• a general description of our activities and, where applicable, a presentation of the group to which we belong as well as the shareholding structure;
• a description of the human and technical resources deployed to perform the listing sponsor function;
• the curriculum vitae of our staff and managers, specifying their professional experience;
• an extract from the criminal record of managers and staff.
• other documents (listed)

The company undertakes to inform the Financial Markets Council of any modification to the content of this file.

From our registration on the list of listing sponsors, we undertake towards the Financial Markets Council to permanently comply with the rules of the alternative market.

Done at:

Date:

Signature: