Tunis Securities Exchange Trading Floor Regulations Applicable from October 2, 2023

REGULATIONS OF THE TUNIS SECURITIES EXCHANGE TRADING FLOOR APPLICABLE FROM OCTOBER 2, 2023

MANUAL OF OPERATING CONDITIONS, NEGOTIATIONS, AND GUARANTEE ON THE CENTRAL MARKET

Article 1: Scope
The central market refers to the negotiation market for securities admitted to Tunisia Clearing operations and listed on the electronic negotiation system.
These provisions detail the functional rules of the electronic listing platform.
They apply within the framework of relations between stockbrokers without prejudicing the commercial relationships that these latter may establish with their clients.

Article 2: Negotiation Equipment
2.1 The Quotation System
The Exchange makes an electronic negotiation system available to stockbrokers.

2.2 Access to the Quotation System
2.2.1 Order entry into the quotation system can be performed via manual input or potentially automatic input on one or more negotiation stations.
2.2.2 The authorization granted to a stockbroker to enter orders on a negotiation station connected to the quotation system is the subject of an agreement between the Exchange and each stockbroker. This agreement describes the technical and operational modalities of the operation. A copy is filed with the Financial Markets Council (Conseil du Marché Financier).
2.2.3 Any connection of a new negotiation station or any new equipment to the quotation system is subject to the Exchange's approval.
The Exchange's technical teams are authorized to carry out unannounced checks to ensure compliance with the technical modalities set forth in the aforementioned agreement.
In the event of using negotiation stations not compliant with the rules defined by the aforementioned agreement, the Exchange is authorized to temporarily close access to the quotation system of the stockbroker whose behavior is likely to jeopardize the proper functioning of the market. The decision to suspend is immediately notified to the Financial Markets Council.
2.2.4 When a stockbroker is no longer able to access the quotation system from its premises, it may use backup equipment held by the Exchange, to the extent of their availability. In this case, entry is manual only.
2.2.5 In the event that several stockbrokers are deprived of access to the quotation system, it is up to the Exchange to maintain or suspend listing based on the market's interest.

2.3 Negotiators
2.3.1 Order entry using a negotiation station can only be performed by persons acting on behalf of the stockbroker and holding professional cards, under the responsibility of the Head of Negotiators.
2.3.2 Each stockbroker designates a Head of Negotiators within its organization. This person is the direct counterpart of the Exchange and other intermediaries for all transactions carried out on the quotation system. The Exchange establishes the list of Heads of Negotiators and publishes it on its website.
The Head of Negotiators is tasked with:

 Ensuring avoidance of any behavior that undermines the proper functioning of the quotation system and market integrity;  Supervising and managing negotiators;  Establishing and ensuring the execution of verification procedures before orders are sent to the quotation system;  Continuously monitoring the order filtering mechanism.

Article 3: Organization and Negotiation Cycles
3.1 Quotation Modes
Negotiation on the Exchange's markets is ensured either by an electronic quotation system or by open outcry as provided for in the manual related to this type of negotiation.
On the electronic quotation system, securities are negotiated in two cycles.

3.2 Negotiation Cycles on the Electronic Quotation System
Securities admitted to listing or negotiable off-exchange are divided into quotation groups.
The allocation of these securities to quotation groups takes into account the market to which the security belongs.
Securities admitted to listing with sufficient liquidity or on which a market maker has committed to improving liquidity are quoted continuously. The least liquid securities are quoted via fixing. For each negotiation group, the quotation mode, active negotiation phases, and associated negotiation hours are described in the annex. Each modification is the subject of a notice published in the Exchange Bulletin.

3.2.1 Conditions for Exercising Market Making Activities
3.2.1.1 Conditions for Exercising Liquidity Provision Activities
3.2.1.1.1 Existence of a Liquidity Contract
The exercise of liquidity provision activity requires, prior to that, the signing of a liquidity contract between a stockbroker on the one hand, and the issuer and/or its major shareholders on the other hand. This contract must be established under the conditions of the Financial Markets Council's general decision regarding the liquidity contract. There can be no more than one liquidity provider for the same security.

3.2.1.1.2 Practical Conditions for Exercising Liquidity Provision Activity
A contract signed between the Exchange and the liquidity provider sets out the obligations and conditions for the latter's intervention, notably:

• Submitting buy and sell orders, initiated within the framework of liquidity provision activity, exclusively in the central order book;
• Setting, if applicable, the minimum quantity for each order entered (expressed in shares or amount);
• Indicating the maximum range, in percentage of price or in price;
• Buy and sell orders are entered with the origin "Order under a liquidity contract".
  The Exchange publishes the liquidity provider's obligations by notice. These may be suspended in cases provided for by the Contract. The effective date and duration of any suspension are published by notice.

3.2.1.1.3 Respect of Liquidity Providers' Commitments

• Failure to respect commitments gives the Exchange the right to suspend the liquidity provision activity.

3.2.1.2 Conditions for Exercising Market Making Activities
3.2.1.2.1 Obligations of Market Makers
The market maker commits for a given period of time to respect obligations of:

• Presence exclusively in the central order book, both on the buy and sell side;
• Spread, maximum percentage or price difference between its best offer and best bid;
• Minimum size in shares and/or amount, on the offer and demand side;
• Buy and sell orders are entered with the origin "Order for the account of a market maker".

3.2.1.2.2 Practical Conditions for Exercising Market Making Activity
The market maker's obligations and the conditions under which it must intervene are stated in a contract signed with the Exchange.
For each contract, the Exchange publishes the market maker's obligations by notice.
The Exchange determines the maximum number of market makers for each security.
The Exchange publishes and regularly updates the list of market makers as well as relevant information regarding their activities.
In the event of a significant event affecting an instrument or a market maker, the Exchange may temporarily suspend obligations for a given period or for the trading session. The effective date and duration of the suspension are determined jointly and published by notice.

3.2.1.2.3 Respect of Market Makers' Commitments
Failure to respect commitments gives the Exchange the right to suspend the market maker's activity. It publishes by notice the effective date of the suspension.

3.3 Continuous Negotiation
3.3.1 Pre-opening Phase
During the pre-opening phase (order accumulation phase), orders are entered into the quotation system without giving rise to transactions.
A theoretical opening price is automatically calculated by the quotation system. It is updated and disseminated as the state of the order book evolves.

3.3.2 Opening Fixing Phase
At opening time, for each security, the previously entered orders are confronted, and if this confrontation allows, a opening price is quoted. At this moment, it is no longer possible to enter, modify, or cancel previously entered orders.

3.3.3 Main Continuous Negotiation Phase
Once the opening fixing is completed, negotiation proceeds continuously until the pre-closing phase.
Orders not executed during the opening fixing are transferred to the main continuous negotiation phase. It is possible to enter, modify, or cancel orders.

Each new order is immediately confronted with available counterparty orders in the order book to verify if execution is possible. Orders already present in the order book determine the execution price.

3.3.4 Negotiation at the Last Quoted Price Phase
This phase is preceded by:
 A pre-closing phase, which begins at the end of the main continuous negotiation phase. It is identical to the pre-opening phase;  A closing fixing phase, which is a fixing process identical to that described for the opening fixing. During the negotiation at the last quoted price phase, it is possible to enter orders for execution at the last quoted price. The last quoted price is that resulting from the closing fixing. In the absence of quotation during the closing fixing, the last price traded during the main continuous negotiation phase is considered the last quoted price. In the absence of a quoted price during the main continuous negotiation phase, the last quoted price will be the day's reference price (previous day's price, possibly adjusted). Only limit orders at the last quoted price are accepted during this phase. However, for securities reserved for the negotiation at the last quoted price phase, this phase is identical for these securities to an order accumulation phase, meaning stockbrokers can enter into the quotation system all types of orders authorized for a security whose listing is reserved. The duration of this period and the associated negotiation hours are fixed in the annex.

3.4 Fixing Negotiation
One or more times per trading session, for each security, at the hours specified in the annex, a confrontation of orders recorded by the quotation system is carried out, and if this confrontation allows, a price is quoted.

3.4.1 Order Accumulation Phase
Each fixing begins with a period of order accumulation, known as the pre-opening period. During said period, orders can be entered into the quotation system without giving rise to transactions. A theoretical price is automatically calculated by the quotation system. It is updated and disseminated as the state of the order book evolves.

3.4.2 Fixing and Price Determination Phase
After the order accumulation period and at a confrontation time fixed by the Exchange, the system determines for each security the opening price. At this moment, it is no longer possible to enter, modify, or cancel previously entered orders.

3.4.3 Negotiation at the Last Quoted Price Phase
After a fixing, it is possible to produce orders for execution at the last quoted price during a certain period.
The last price is that resulting from the fixing preceding the negotiation at the last quoted price phase. In the absence of quotation during a fixing, the price traded during the preceding fixing is considered the last quoted price. In the absence of quotation during all fixings of the day, the last quoted price will be the day's reference price (previous day's price, possibly adjusted).

Only limit orders at the last quoted price are accepted during this phase. However, for securities reserved for the negotiation at the last quoted price phase, this phase is identical for these securities to an order accumulation phase, meaning stockbrokers can enter into the quotation system all types of orders authorized for a security whose listing is reserved. The duration of this period and the associated negotiation hours are fixed in the annex.

3.5 Random Opening or Random Fixing
The time of the opening fixing and the closing fixing are fixed, by the quotation system, randomly within a time range of 30 seconds after the hours fixed in the annex.
Random fixing applies to all groups. It is fixed by the system per security (the fixing time may differ from one security to another within the same group).

3.6 Incident Management
In the event of an incident, normal published schedules may be modified; the Exchange informs negotiators immediately via the dissemination of a message indicating the new quotation hours.

3.7 Quotation Interruption "Circuit Breaker"
In the event of a sharp decline, the Exchange triggers a quotation interruption procedure as follows:
Level 1: When the benchmark index crosses a 3% downward threshold, the Exchange suspends quotation for one hour. During the entire suspension period, order cancellation is authorized. For securities reserved during the suspension, an opening will be scheduled 5 minutes after resumption. Level 2: When the benchmark index crosses a 5% downward threshold, the Exchange suspends the trading session for the remainder of the day. The closing price will then be the last quoted price.

Article 4: Security Reference and Status
4.1 Creation and Modification of the Security Reference
4.1.1 All securities admitted to listing as well as those negotiable off-exchange are introduced into the quotation system. In addition to the ISIN code, the Exchange defines a code identifying each security in the quotation system.
4.1.2 A security can only be negotiable on the quotation system after obtaining ISIN codification from the central depository.
4.1.3 Any issuer not admitted to listing, classified as a company making a public offering of savings who wishes to benefit its issued securities from the advantage of negotiation on the quotation system, must make a request to the Exchange.
4.1.4 Securities introduced into the quotation system are divided into different quotation groups as described in the annex. Any modification to said annex is published by a notice in the Exchange Bulletin.
4.1.5 The Exchange may register on a special group:

• Listed companies affected by events likely to disrupt their situation durably or compromise the proper functioning of the market.
• Companies admitted to the alternative market that hinder the listing sponsor mission or terminate the contract linking them to the listing sponsor without designating a new listing sponsor within ten days following this rupture.
  Registration and deregistration are the subject of a notice fixing the effective date.
  4.1.6 Unless otherwise decided by the Exchange, securities belonging to the same group of values are subject to the same quotation rules (conduct of quotations and reservation thresholds).
  4.1.7 The removal of securities from the quotation system results in the deletion of orders in the book for these securities.

4.2 Operations on Securities
4.2.1 Generally, the processing of an operation on securities automatically generates the update of the reference for the concerned security and the cancellation of remaining orders in the book.
4.2.2 Operations on securities giving rise to the cancellation of orders in the book are considered to be: division or regrouping of the nominal value, payment of dividends, any distribution such as repayment, detachment of rights, opening of a public offering operation, change of negotiation code, transfer to another quotation group, transfer to another market, and deregistration. This list is given for indicative purposes; it is not exhaustive.

4.3 Status of Securities
4.3.1 Suspended Security
In accordance with regulatory provisions, the Exchange may be required to suspend the quotation of a security. This suspension may be requested by the Financial Markets Council, either on its own initiative or at the initiative of the issuing company for the publication of a press release. It may also be decided at the initiative of the Exchange. In the latter case, the Financial Markets Council is immediately seized.
4.3.1.1 During the suspension phase, and except in certain cases where order entry may itself be prohibited, orders entered by negotiators and transmitted to the system are recorded on market sheets without causing transactions.
4.3.1.2 The resumption of quotation is preceded by a notice whenever the duration of suspension exceeds one trading day.

4.3.2 Reserved Security
4.3.2.1 The reservation of a security at the end of an order accumulation period or during the continuous session is due to the crossing of authorized thresholds.
Upward reservation if the upper threshold is crossed or downward reservation otherwise.
4.3.2.2 Stockbrokers can enter into the quotation system orders relating to a security whose quotation is reserved. These orders are executable upon the resumption of quotations.
4.3.2.3 For continuously quoted securities, at the end of the reservation period, the orders in the book are confronted, and if this confrontation allows, a price is quoted.
4.3.2.4 The reservation duration, fixed by the Exchange, depends on the group of values. It is given in the Annex.

4.3.3 Security Prohibited for Entry
In cases of suspension of a security or to modify the quotation parameters of securities, market surveillance may be required to prohibit the entry of orders on a security. During this period, it is no longer possible to enter, cancel, or modify previously entered orders.

4.3.4 Information on Security Status
Modifications to security status such as suspension, reservation, prohibition, or authorization of entry are the subject of information messages intended for all stockbrokers.

Article 5: Orders and Their Processing
5.1 System Processing
The order transmitted to the quotation system is subject to processing manifested by a timestamped acknowledgment message which transfers responsibility for execution to the Exchange. The system assigns to every entered order a unique sequential order number per security.

5.2 Minimum Order Details
5.2.1 Any order produced in the quotation system must include at least the following indications:

• The direction of the order (buy or sell);
• The security code assigned by the Exchange;
• The quantity of shares;
• The type of order (price conditions);
• The origin of the order;
• The validity of the order;
• The negotiator identifier;
• The client reference.
  The client reference must correspond to the client's account number with the intermediary.
  Orders issued by order collectors (Banks and management companies) must be received by the stockbroker according to the specified segregation. In this case, the "client reference" field must correspond to the identifier of the client and the collector (which identifier will be established by Tunisia Clearing). This provision will enter into force from 03/01/2022. The Head of Negotiators may also attribute a particular execution condition to an order he produces.

5.2.2 Particular execution modalities are an optional parameter.

5.3 Identification of Order Origin
5.3.1 Orders entered in the quotation system are identified according to their origin:

• Order for free account client of Tunisian nationality;
• Order for managed account client of Tunisian nationality;
• Order for free account client of foreign nationality;
• Order for managed account client of foreign nationality;
• Order for the account of UCITS (OPCVM);
• Order entered for the account of a market maker;
• Order entered within the framework of a liquidity or buyback contract;
• Order for own account.
  Priority linked to the origin of the order:
  Orders entered for free account clients of Tunisian nationality, managed account clients of Tunisian nationality, free account clients of foreign nationality, managed account clients of foreign nationality, and UCITS are prioritized over those entered for market maker accounts, within the framework of a liquidity or buyback contract, and own account.

5.3.2 For orders issued by order collectors to be accepted by the negotiation system, they are received by the intermediary according to the segregation specified above.

5.4 Order Validity Duration
5.4.1 Orders introduced into the quotation system may receive the following validity options:
 Day Validity: The order is valid only for the current trading day.
 To a Specific Date: The order is valid until a specific date. The expiration date can be at most one year (i.e., at most 365 days from the date of entry).
 Revocable: The order is valid until it is executed, cancelled by the participant, or removed by the system when it reaches its validity limit (i.e., 365 days from the date of entry).  Valid for Closing Fixing: The order valid for the closing fixing can be introduced throughout the session but remains hidden. It is only visible at the beginning of the pre-closing phase and participates in the formation of the theoretical opening price. Any balance will be automatically eliminated after the fixing. The temporal priority of VFC (Valid for Closing Fixing) orders corresponds to the time of entry. Thus, at the moment of their activation, VFC orders are positioned according to a time priority equal to the time of entry and not the time of activation.

5.4.2 Upon expiration of its validity, the order is automatically eliminated from the quotation system.

5.5 Order Typology and Execution Parameters
5.5.1 Limit Order
The limit order is accepted during order accumulation periods, in continuous mode, and in the negotiation at the last quoted price phase.
The limit order is one by which the buyer fixes the maximum price he is willing to pay and the seller the minimum price at which he accepts to cede his shares.
In continuous phase, the entry of a limit order causes either a partial or total execution of the order, if market conditions allow, or, failing that, the positioning of the order in the market sheet in descending order in terms of price for buys or ascending for sells (price priority) and at the end of the queue of orders at the same limit and same side.