Iraqi Securities Commission Regulatory Bylaw No. 16 (2022) on Insider Trading in Listed Joint Stock Companies

Iraqi Securities Commission Regulatory Bylaws 2022 Regulatory Bylaw No. 16 Insider Trading in Listed Joint Stock Companies

Article (1) Definitions: Wherever the following terms appear in these Bylaws, they shall carry the following meanings:

The Commission: The Iraqi Securities Commission.

The Market: The Securities Market licensed by the Commission.

Insiders: Persons who have access to material inside information by virtue of their positions, jobs, ownership, or relationships up to the third degree of kinship with the holder of the information, whether directly or indirectly.

Inside Information: Information that is not available to the public, not disclosed, and which insiders possess, and which, if disclosed, could affect the price of the security.

Material Information: Any strategy, material developments, or important events that affect the performance, activity, and ownership of a company, and directly or indirectly affect the value and movement of securities in the Market.

Article (2) Disclosure: A. Listed joint stock companies must provide the Commission and the Market with the names, titles, and financial holdings of insiders within fifteen days from the beginning of each year, and within one week of any subsequent changes. B. Companies violating these Bylaws are subject to penalties determined by the Market and the Commission.

Article (3) Prohibition of Trading in the Following Periods: A. Trading is prohibited for insiders from the end of each quarter until the release of the quarterly financial statements, during which no undisclosed material events have occurred. B. Trading is prohibited during the time period required for disclosure. C. Insiders are prohibited from trading from the date of issuance of the annual financial statements by the Financial Supervision Department or the auditor until the date of disclosure.

Article (4) Prohibition of Using Inside Information Before Disclosure: Insiders are prohibited from using inside information before the Commission, the Market, and any public announcement medium disclose it.

Article (5) General Matters: A. These Bylaws apply to insiders in subsidiary companies. B. Listed joint stock companies are considered persons subject to these Bylaws. If a representative holds one of the positions, the representative is considered an insider on behalf of the legal person.

Article (6) Trading Means: Insiders in listed companies are prohibited from trading using any available trading means.

Article (7) The Market Board shall monitor the implementation of these Bylaws and inform the Commission of the measures taken regarding violations.

Article (8)* Penalties: Violators of the above regulatory bylaw shall be punished with the penalties stipulated in the effective Securities Law.

• The Commission Board decided in its second session held on 10/4/2023 to amend Article (3/C). • The Commission Board decided in its eighth session held on 31/10/2021 to apply Articles (2/A) and (8) and impose a fine of 150,000 Iraqi Dinars for each month of delay, or part thereof, for companies that fail to submit the information form regarding insiders. • The Commission Board decided in its session held on 30/1/2024 to amend Article (2/A) and modify the definition of insiders.