Iraq Securities and Exchange Commission Regulations No. 6: Listing Requirements for Companies in the Securities Market

Iraq Securities and Exchange Commission Regulations for the Year 2022 Regulation No. (6) Conditions and Requirements for Listing Companies in the Securities Market / The Main Market

Article (1) The company shall submit a listing application to the Securities Market, signed by the Chairman of the Board of Directors and the Executive Director, accompanied by a certified certificate and memorandum of association from the Companies Registration Department. The application must confirm the company's awareness and acceptance of the listing conditions approved by the Market and the Commission.

Article (2) The company must have obtained approval from the General Authority for the listing of its shares in the Securities Market, certified by the Companies Registration Department, or by order from the sectoral authority for its listing in the Iraqi Securities Market.

Article (3) The company must have been established for a period of not less than two years, with two audited financial statements issued by an independent auditor legally authorized in Iraq. The Commission may accept listing for a period of not less than one year, provided that at least one audited financial statement has been issued by an independent auditor legally authorized in Iraq.

Article (4) The number of shareholders in the company must not be less than 100 shareholders.

Article (5) The company's Board of Directors shall submit a report for the last year containing the following: a. A brief summary of the company's establishment, its main objectives, and its relationship with other companies, if any. b. An evaluation of the company's performance and achievements in numbers, supported by the Board of Directors and the established plan. c. Important events that the company has undergone from the date of its establishment until the date of submitting the listing application. d. Names of the Board of Directors members, names and positions of the executive management in the company, and the shareholding amount of each of them and their relatives (first degree), as well as their membership in the boards of directors of other companies. e. A list of shareholders and their nationalities whose shareholdings exceed 1% or more of the company's shares, and the number of shares they own. f. A description of any government protection or privileges enjoyed by the company or any of its products under the laws. g. A description of any decisions issued by the government, international organizations, or others that have a material impact on the company's operations, products, or competitive ability.

Article (6) The company's financial data shall include the following: a. The annual financial statements for the two years preceding the date of submitting the listing application, accompanied by a report from both the Board of Directors and an independent auditor legally authorized in Iraq, and including: • The General Balance Sheet. • The Profit and Loss Account. • The Cash Flow Statement. • Necessary explanations regarding this data. b. The quarterly financial data covering the time period from the end of the previous fiscal year to the date of submitting the listing application until the end of the last quarter preceding that application, compared with the corresponding period in the previous year, and including: • The General Balance Sheet. • The Profit and Loss Account. • The Cash Flow Statement.

Article (7) The shareholders' equity in the company at the time of evaluating the application must not be less than 100% of its paid-up capital.

Article (8) The company must have conducted actual activities and achieved distributable profit from that activity in the last two fiscal years preceding the application.

Article (9) If the application is submitted by a company that has changed its legal entity from a limited liability company or a partnership to a joint-stock company, at least one full year must have passed since the date of the conversion decision issued by the Companies Registration Department, and final accounts for a full fiscal year audited by an independent auditor legally authorized in Iraq must have been issued.

Article (10) If the application is submitted by a joint-stock company resulting from the merger of two or more companies, listed or unlisted in the Market, listing must occur after more than one year has passed since the date of the letter concluding the merger procedures issued by the Companies Registration Department, and final accounts for a full fiscal year audited by an independent auditor legally authorized in Iraq must have been issued, unless both companies were listed in the Market before the merger, in which case the listing of the resulting company may be accepted after the conversion decision.

Article (11) Submission of a commitment that the company's capital matches the issued shares, signed by the Shareholder Department Manager, the Accounts Manager, and the Executive Director.

Article (12) Submission of a commitment signed by the Chairman of the Board of Directors, the Executive Director, and the Accounts Manager, acknowledging their review of the active Iraq Securities and Exchange Commission Law and the regulations and regulatory bylaws issued pursuant to it by the Commission and the Securities Market, and committing to comply with them.

Article (13) The company must fulfill the conditions and requirements of relevant laws, including the Companies Law / Banking Law for banking companies.

Article (14) The company must deposit the shareholder register in the Depository Center and commit to agreeing with the regulatory bylaws of the Depository Center.

Article (15) Submission of a letter from the company regarding legal restrictions on the transfer of securities ownership, signed by the Executive Director and the Shareholder Manager.

Article (16) Submission of the minutes of the General Assembly meetings for the two fiscal years preceding the date of submitting the listing application.

Article (17) The Board shall submit its written evaluation of the company's financial performance and its eligibility for listing in the Market for the purpose of approving the listing.

Article (18) The company is committed to publishing its financial data mentioned in paragraph (6) above on the websites of the Market and the Commission before allowing its shares to be traded in the Market.

Article (19) The company is committed to completing all listing procedures in the Market within two months from the date of notification of the Commission's approval for its listing in the Market, including the payment of annual membership and subscription fees. This approval shall be considered void in case of non-compliance with this time limit.