Law No. 8 of 2012 Concerning the Qatar Financial Markets Authority

---

Page 1 of 17 Official Gazette / Number Eleven / 18 September 2012 Law No. (8) of the Year 2012 Concerning the Qatar Financial Markets Authority

We, Hamad bin Khalifa Al Thani, Emir of the State of Qatar, Having reviewed the Constitution, And Law No. (5) of 2002 concerning Commercial Companies and its amendments, And Law No. (33) of 2005 concerning the Qatar Financial Markets Authority and its amendments, And upon the proposal of the Governor of the Central Bank of Qatar, And upon the draft law submitted by the Council of Ministers, And after consulting the Shura Council, Have enacted the following Law:

Chapter One Definitions Article (1) In applying the provisions of this Law, the following words and phrases shall have the meanings indicated alongside each of them, unless the context requires otherwise: The Authority: Qatar Financial Markets Authority. The Governor: Governor of the Central Bank of Qatar. The Council: Board of Directors of the Authority. The Chairman: Chairman of the Board. The CEO: Chief Executive Officer of the Authority.

Page 2 of 17 Person: A natural or legal person, in all circumstances. Financial Markets: Markets that trade securities in accordance with the provisions of this Law. Financial Market Activities: Financial works and services conducted by a regulated market, depository institution, clearing company, financial services company, or other entities subject to the Authority's supervision. Securities: Shares and bonds of Qatari joint stock companies, as well as government bonds, sukuk, and treasury bills issued by the Government, one of its entities, or Qatari public institutions, or any other securities, including non-Qatari securities, licensed by the Authority. Derivatives and commodities and other investment instruments licensed by the Authority are also considered securities. Trading in Securities: Purchase, sale, transfer of ownership, registration, lending, and borrowing operations involving licensed securities in the market, whether conducted directly or through intermediation. Financial Services: Executing buy/sell orders on behalf of others, trading securities for one's own account, providing custody services (cash or securities), offering advice on securities, managing investments in securities, acting as investment trustee, underwriting securities issuance, managing securities issuance, providing liquidity, lending and borrowing securities, margin trading, and other works, services, and activities determined by the Authority's regulations and systems. Off-Market Activities: Any transactions in or directly/indirectly related to securities that do not take place within the market, or any other transactions specified by regulations and decisions issued under this Law.

Page 3 of 17 Chapter Two Organization of the Authority Article (2) The Authority shall possess legal personality and a budget supplementary to the State's general budget.

Article (3) The Authority shall be subordinate to the Governor, and its headquarters shall be located in Doha.

Article (4) The Authority shall enjoy financial and administrative independence, along with all necessary regulatory, supervisory, and oversight powers to perform its duties in accordance with this Law and the regulations, systems, and decisions issued under it.

Article (5) The Authority aims to maintain confidence in the financial market trading system and protect securities owners and participants, thereby ensuring financial market stability and mitigating potential risks. To achieve this, it shall specifically:

1. Regulate financial markets and supervise and oversee them.
2. Regulate trading in securities activities to ensure fairness, competitiveness, and transparency.
3. Raise public awareness of securities activities, encourage investment in them, and promote their development.
4. Monitor trading rules among participants in securities activities and others.
5. Apply disclosure policies to ensure fairness, transparency, prevent conflicts of interest, and avoid insider information exploitation.
6. Combat causes of crimes related to financial markets.
7. Support relations, links, and information exchange with foreign financial markets and regional/international institutions and organizations to benefit from their trading methods, thereby developing domestic financial markets.
8. Conduct studies, collect information and statistics on financial market activities, and publish related reports.

Page 4 of 17 Chapter Three Management of the Authority Article (6) Amended by Law Decree No. (22) of 2018, issued on 4 November 2018 - Official Gazette – Number Nineteen – 12 December 2018 The Authority shall be managed by a Board of Directors consisting of the Chairman, Vice Chairman, and no fewer than five members with expertise in the Authority's fields of operation. The appointment of Board members, and determination of the remuneration for the Chairman, Vice Chairman, and members, shall be by Amir's decree. The Vice Chairman shall act in place of the Chairman during his absence or if the position is vacant. The Board shall have a Secretary, appointed by the Board, whose duties and financial remuneration shall be determined.

Article (7) Board membership shall be for a renewable term of one or more consecutive years.

Article (8) The Board shall possess all necessary powers and authorities to manage the Authority's affairs and achieve its objectives, specifically:

1. Formulating the Authority's general policy and supervising its implementation.
2. Approving the Authority's plans, programs, and projects, and monitoring their implementation.
3. Issuing the Authority's organizational structure.
4. Issuing administrative, financial, human resources management, and administrative/financial penalty regulations, among other regulations governing the Authority's affairs.
5. Approving the Authority's annual estimated budget and final account.
6. Determining fees for services provided by the Authority to third parties.

Page 5 of 17 7. Approving draft agreements concluded by the Authority. 8. Proposing legislative instruments related to the Authority's objectives and competencies. Decisions of the Board stipulated in items (3), (4), and (6) shall not take effect until approved by the Council of Ministers.

Article (9) The Board shall convene upon summons by its Chairman at least once every three months, and as needed. A meeting shall not be valid unless a majority of its members are present, including the Chairman or his deputy.

Article (10) Board meetings shall be held in camera, and proxy attendance or voting is not permitted. Board decisions shall be issued by a majority of the votes of attending members, and in case of a tie, the Chairman's vote shall prevail.

Article (11) The Board may invite experts or competent Authority staff or others to attend its meetings to provide requested advice, data, or clarifications. Invitees may participate in discussions but shall not have voting rights.

Article (12) The Board may form one or more committees among its members to assist in studying matters presented to it, and may include experts from within or outside the Authority on such committees.

Article (13) The Board may establish permanent or temporary advisory committees and entrust them with studying specific matters within its competencies as defined in this Law. It may also engage experts from outside the Authority to assist these committees.

Page 6 of 17 Article (14) Board meeting minutes and decisions shall be recorded in a special numbered page register or on separate numbered minutes kept in a special file, and signed by the Chairman and Secretary.

Article (15) The Chairman has the right to sign on behalf of the Authority and may delegate this power to the Vice Chairman, a Board member, the CEO, or other staff members, individually or jointly, for specified matters.

Article (16) The Authority's documents shall be considered final unless accompanied by the Chairman's or authorized person's signature.

Article (17) The Authority shall have a CEO, who is not a Board member. His appointment and rank shall be determined by an Amir's decree based on the Governor's proposal. He shall manage all administrative, financial, and technical affairs under the Board's supervision and within the Authority's general policy, in accordance with its regulations and systems, and within the approved annual budget. Specifically, he shall:

1. Propose plans, programs, and projects for the Authority, and monitor their implementation after approval.
2. Prepare a draft organizational structure for the Authority.
3. Prepare draft administrative, financial, human resources management regulations, and other regulations governing the Authority's affairs.
4. Prepare a draft annual estimated budget and final account for the Authority.
5. Propose conditions, regulations, and procedures for granting licenses issued by the Authority.
6. Propose inspection and supervision rules for licensed persons and entities.
7. Propose administrative and financial penalty regulations applied when license conditions are violated.
8. Propose service fees charged by the Authority.
9. Directly supervise the Authority's operations.
10. Implement Board or Chairman decisions.

Page 7 of 17 11. Prepare an annual report on the Authority's achievements, projects, programs, and operations, and submit it to the Chairman at the end of each financial year. 12. Perform any other duties assigned by the Board or Chairman.

Article (18) The CEO represents the Authority in judicial matters and in relations with third parties.

Article (19) The Chairman, Vice Chairman, Board members, CEO, or any Authority staff shall not have a direct or indirect personal interest in contracts concluded with or on behalf of the Authority, projects undertaken by it, or any other field of its activities.

Article (20) Board members, the CEO, or any Authority staff are prohibited, during their tenure, from practicing any function, profession, or other work in the private sector related to the Authority's operations, providing direct or indirect services/consultations, or participating in the board of any entity supervised by or related to the Authority. State-established boards and committees are exempt from this restriction.

Article (21) Board members, Authority staff, auditors, agents, or any person working in its committees (with or without compensation) shall maintain the confidentiality of data and information regarding the Authority's affairs or supervised entities, obtained through their duties. This restriction applies except in cases specified by law or pursuant to an order or court judgment, and remains valid even after the termination of their service.

Page 8 of 17 Article (22) The Chairman, Board members, CEO, and Authority staff shall not bear any civil liability for acts performed or omitted in good faith during the exercise of their powers and duties under this Law, regulations, systems, and decisions.

Chapter Four Financial System of the Authority Article (23) The Authority's financial resources shall consist of:

1. Financial support allocated by the State.
2. Revenue from service fees charged by the Authority.
3. Proceeds of financial penalties imposed under this Law.
4. Any other revenues obtained by the Authority from its operations or investment of reserves.

Article (24) The Authority shall have an annual estimated budget and a special account where its funds are deposited in one of the banks approved in the State. The Authority's financial year shall begin on 1 April and end on 31 March each year.

Article (25) The Authority shall establish cash reserves from its annual surpluses to ensure long-term financial stability. The Board shall determine the nature and amount of these reserves by decision.

Article (26) The Authority shall be obligated to maintain accounting books and records regarding its revenues, expenses, assets, liabilities, and all related transactions.

Article (27) The Court of Audit shall supervise the Authority's accounts in accordance with the law.

Page 9 of 17 The Authority may appoint one or more auditors to supervise its accounts and managed funds. Auditors shall have the right at any time to inspect all Authority books, records, and documents, request necessary data to perform their duties correctly, verify the Authority's assets and liabilities, and submit a report to the Board.

Chapter Five Regulation and Supervision of Financial Market Activities Article (28) The Authority shall regulate, supervise, and oversee financial market activities in accordance with this Law and the regulations, systems, and decisions issued under it.

Article (29) No person may conduct financial market activities without obtaining a license from the Authority, specifying the authorized activity or activities. Conditions, regulations, and procedures for granting licenses, as well as criteria for conducting activities, shall be determined by the Board in accordance with this Law.

Article (30) The Board shall issue all necessary regulations, systems, and decisions to regulate financial market activities, specifically:

1. Formulating conditions, regulations, and procedures for licensing financial markets, related activities, depository institutions, and their management methods.
2. Determining securities transactions considered as market activities.
3. Formulating conditions and procedures for offering securities to the public in markets under the Authority's supervision, including obtaining approval from the Ministry of Commerce and Industry on the verified issuance prospectus to ensure comprehensive, correct, and adequate disclosure of investor-relevant information.
4. Formulating licensing conditions for listing and trading securities in markets under the Authority's supervision, including mandatory periodic and immediate disclosure of operational results, developments, and fundamental events affecting security prices, trading transparency, fairness/integrity, corporate governance, control, mergers/acquisitions, financial soundness, professional competence, and director/manager integrity.
5. Formulating conditions, regulations, and procedures for licensing financial services companies, securities market professionals, and their disciplinary system.
6. Formulating rules and conditions related to the purchase and ownership of securities issuers.
7. Approving regulations, systems, and related documents issued by supervised persons/entities.
8. Formulating compliance rules regarding professional ethics, competence, and integrity for licensed persons and approving them.
9. Formulating rules and procedures for adjudicating complaints/appeals against decisions of financial markets, supervised entities, and persons.
10. Establishing dispute resolution mechanisms for transactions related to securities, specifically a committee for resolving disputes through arbitration and other means, and an accounting committee for violations of this Law and its regulations/systems.

Page 10 of 17 Article (31) The Authority may, by written notice, issue directives to financial markets and other supervised persons. These entities must incorporate such directives into their applicable systems and comply with them. The Authority may also require them to prepare specific rules within their field of operation or modify existing ones within a specified period. If they fail to comply, the Authority may prepare or modify such rules on their behalf and charge them with the costs.

Article (32) The Authority has the power to investigate any violations related to the application of this Law, regulations, systems, and decisions. It may also assist non-Qatari regulatory bodies upon request in investigations concerning violations of securities-related legislation. The Authority may also inspect supervised entities and persons, enter their premises, verify compliance with provisions (including periodic inspections upon prior notice or surprise inspections without notice).

Article (33) Persons subject to this Law are obligated to assist the Authority in achieving its regulatory objectives, specifically:

1. Enabling Authority representatives to inspect any records, documents, files, tapes, computers, or other information storage/processing means.
2. Facilitating the work of Authority representatives in performing their duties.
3. Providing the Authority with copies of requested documents or reports.

Article (34) No person shall trade in securities or perform any act determining the price/value of securities, if based on information not available to the public, or giving a false/misleading impression of securities, or likely to cause disturbance in financial markets.

Article (35) In case of violation by any person of this Law, regulations, or decisions issued under it, the Authority may take all or some of the following measures:

1. Issuing directives for corrective actions to be taken.
2. Warning.
3. Reprimand.
4. Imposing specific restrictions on financial services activities conducted by persons subject to this Law.
5. Prohibiting any person from trading for a specified period.
6. Suspending work or practicing the profession for a fixed period not exceeding six months.
7. Taking over market management for a limited period.
8. Canceling transactions related to the violation and their resulting effects.
9. Suspending trading of a security for a specified period.
10. Imposing a financial penalty not exceeding QAR 10,000 per day for continuous violations.
11. Imposing a financial penalty not exceeding QAR 10,000,000.
12. Prohibiting any person from practicing work in supervised entities. The Authority may compel the violator to refund funds or compensate the injured party. The Authority shall notify the violator of the penalty decision and may publish it via appropriate means. The Authority may also reach settlements with violators according to procedures and controls it establishes.

Page 11 of 17 Article (36) The Authority may temporarily suspend or cancel granted licenses, depending on circumstances, in any of the following cases:

1. If the license was obtained based on forged or misleading information/documents.
2. If the licensee loses a licensing condition.
3. If the licensee violates any provision of this Law, regulations, systems, decisions, directives, or related laws.
4. If the licensee breaches a specified license condition.
5. If the licensee ceases to conduct the licensed activity.
6. If the licensee provides misleading or inaccurate information causing harm to others, as determined by the Authority.
7. If the licensee is unable to meet its obligations or financial soundness requirements, per this Law and regulations/systems/decisions.
8. If a decision is issued to liquidate or dissolve the licensed entity.
9. Any other cases determined by the Board.

Article (37) A committee named "Appeals Committee" shall be established, presided over by a Court of Appeal judge and composed of two other Court of Appeal judges appointed by the Supreme Judicial Council, and two experts in securities transactions nominated by the Board. Appointment of the committee's chairman and members, and procedures before it, shall be determined by a Council of Ministers decision. The committee's secretariat shall be handled by one or more Authority staff, appointed and remunerated by the CEO.

Article (38) The committee stipulated in the preceding article shall adjudicate appeals against penalty decisions issued by the Authority, and its decisions shall be final in this regard. Its decisions may be reasoned. Parties appealing such decisions may file the appeal before the competent Court of Appeal chamber.

Article (39) Service of securities cases shall be effected by all methods, including electronic data from computers, telephone recordings, text messages, telex/fax communications, and other electronic media.

Page 12 of 17 Chapter Six Penalties and Preservative Measures Article (40) Without prejudice to financial penalties imposed by the Authority under this Law, regulations, systems, and decisions, or any harsher penalty stipulated by another law, imprisonment for a term not exceeding five years and/or a fine of not less than QAR 50,000 and not exceeding QAR 10,000,000 shall be imposed on any person who:

1. Discloses confidential information related to his work or transactions, in violation of this Law.
2. Trades in financial markets based on announced information, knowing it by virtue of his work.
3. Publishes rumors intended to affect financial market transactions.
4. Provides false/misleading information or statements intended to affect market transactions.
5. Conducts sham operations for monopolization and exploiting trust.
6. Concludes agreements or transactions to manipulate security prices and realize profits at the expense of participants.
7. Omits, conceals, or prevents disclosure of fundamental information required by law to be reported/disclosed to the Authority.
8. Performs an act creating a false/misleading appearance or impression regarding market transaction effects.
9. Violates provisions of Articles (29), (33), and (34) of this Law.
10. Commits one of the acts stipulated in this article.

Article (41) Penalties shall be doubled in case of recidivism. For the purpose of this Law, a person is considered a recidivist if he commits an offense for which he was previously punished under this Law, within five years from the completion or lapse of the imposed penalty.

Article (42) The actual management responsible for a legal person shall be subject to the same penalties stipulated for acts violating this Law, if he knew of them or his failure to fulfill management duties contributed to the offense. The legal person shall be jointly liable for paying fines and compensation if the violation was committed by one of its employees in his name or on his behalf.

Page 13 of 17 Article (43) The Public Prosecutor may, by decision and upon request from or based on the Authority's recommendation (if investigation interests require), temporarily suspend from work, position, or profession any person against whom the Public Prosecutor investigates a crime stipulated in this Law. Suspension from work by operation of law shall apply to any person referred to the Criminal Court, though the court may order otherwise during trial proceedings upon request by an interested party or ex officio.

Article (44) The Public Prosecutor may, if satisfied with sufficient evidence regarding a person or group of persons (upon request from or based on the Authority's recommendation), order them to be prevented from traveling and disposing of/managing their assets, as well as taking all preservative measures regarding funds held by the accused or others, without affecting the Authority's or interested parties' rights to take judicial preservative measures. The Public Prosecutor may also apply these measures to the accused's minor children's funds or spouse's funds. An appeal against this decision may be filed before the competent court within fifteen days from notification to the concerned party via appropriate means.

Article (45) The Public Prosecutor shall decide on the request stipulated in the preceding article within twenty-four hours of its submission. If rejected, the rejection shall be reasoned. The Authority may appeal within fifteen days of the Public Prosecutor's decision before the competent court, and the court shall adjudicate the appeal expeditiously.

Article (46) The value of preserved funds shall not exceed the maximum financial penalty applicable to the accused, in addition to estimated compensation for damages. The Public Prosecutor or competent court may rely on the Authority's assistance in estimating the benefit obtained by the accused and the estimated compensation for damages.

Article (47) The Public Prosecutor or competent court may, upon request from the Authority or any interested party, lift preservative measures if the accused provides sufficient guarantees accepted by the Authority or court.

Page 14 of 17 Article (48) If the accused is prevented from managing his assets, the Public Prosecutor shall appoint an administrator to manage them based on the Authority's nomination. The administrator's duties, powers, and operational controls shall be determined.

Article (49) The Chairman or his deputy may settle crimes stipulated in this Law before criminal proceedings are initiated, during their pendency, and before a final judgment, in exchange for paying half the maximum stipulated fine for each. Settlement results in the termination of criminal proceedings and their consequences, and the Public Prosecutor shall order suspension of penalty execution if settlement occurs during enforcement.

Article (50) Authority staff, appointed by the Public Prosecutor in consultation with the Governor, shall have the status of judicial police officers for detecting and documenting violations of this Law.

Chapter Seven General Provisions Article (51) The Governor shall submit an annual detailed report to the Council of Ministers regarding the Authority's activities, projects, operations, progress, and financial status, no later than three months from the end of the Authority's financial year. The report shall include his proposals and recommendations, accompanied by a copy of the Court of Audit's report.

Article (52) The Council of Ministers may, at any time, request the Governor to submit reports on the Authority's administrative, financial, and technical status, any aspect of its activities, or related information. It may also issue general directives regarding matters the Authority should follow in its operations.

Article (53) The Authority may establish or approve the establishment of one or more insurance funds, specifying all related matters including objectives, management methods, membership conditions, financial resources, asset management, operational mechanisms, and liquidation.

Page 15 of 17 Article (54) Amounts due to the Authority under this Law shall enjoy a priority right over all debtor assets and shall have priority over all debts after judicial expenses and alimony. The Authority has the right to collect them in accordance with prevailing government revenue collection systems.

Article (55) The Chairman shall issue the regulations, systems, decisions, directives, and circulars necessary to implement this Law. Until their issuance, currently applicable regulations, systems, decisions, directives, and circulars shall remain in force to the extent they do not conflict with this Law.

Article (56) Law No. (33) of 2005 referenced herein is repealed, along with any provision conflicting with this Law.

Article (57) This Law shall be published in the Official Gazette and enforced by all concerned authorities, each within their jurisdiction. Hamad bin Khalifa Al Thani Emir of the State of Qatar Issued at the Amir's Diwan on: 19/9/1433 AH Corresponding to: 7 August 2012 AD