Resolutions of the Board of Iraqi Securities Commission at its Twelfth Session held on 14/11/2024

Regulations of the Iraqi Securities Commission 2022 Regulatory Resolution No. (13) Exchange of Listed Shares for Other Listed Shares

To the Department (12) Based on Article 74 of Order No. (12) of the year 2004 and the decision of the Board of the Commission in its Twelfth Session held on 14/11/2024, we have issued the above Regulatory Resolution.

Article (1) Swap Transactions: Due to their nature, swap transactions require an agreement between two parties prior to execution, involving the exchange of one listed security for another listed security.

Article (2) The brokerage company or more presents a request containing the desire of the first and second parties to swap, containing the minimum number of shares according to a model prepared by the Iraq Securities Market (name of the shareholder, number of shares, and the percentage of exchanged shares to the capital of the market, as follows:

1. The securities must be fully owned by the parties to the transaction, and free from any legal or contractual restrictions that prevent their registration or suspension from trading.
2. Compliance with the execution of due diligence procedures for securities and the applicable law for combating money laundering and terrorist financing.
3. Before executing the share swap process, ensure the change in the ownership percentage for the two parties and obtain the required approvals before execution in accordance with the Securities Law and regulatory resolutions.
4. Before executing the transaction, consider the ownership percentage of the foreign shareholder.
5. Before executing the transaction for the two parties, consider the insider trading prohibition procedures.
6. These transactions are executed within the time limits of the additional session at the prevailing prices.
7. The value of the securities subject to exchange must be equal in value.
8. No exchange transaction for securities shall be conducted if the security is suspended from trading.
9. The Market shall announce the electronic website and details of the transaction (security, quantity, transaction value) after its execution.
10. Each party (first and second) shall pay the fees stipulated in the relevant regulatory resolutions.

Article (3) General Provisions

1. Obtain market approval before executing the transaction up to (250 million shares), and Commission approval is obtained for amounts exceeding that.
2. The Commission may exempt any of the parties from the above regulations when necessary.
3. The technical procedures for the swap process are taken.

Article (4) This resolution is implemented from the date of notification or publication on the Commission's website, whichever is earlier.