CBI Regulations on Agency and Proxy Verification for General Assembly Meetings

Capital Markets Authority Regulations for 2022 Controls on Agency and Proxy Verification in General Assembly Meetings Based on Article (91) of the Companies Law No. (21) of 1997, as amended, And in accordance with what the Authority's Council approved in its session held on Monday, 11/1/2021, We have issued the following controls:

First: Agencies and proxies specific to joint-stock companies must be submitted to the Capital Markets Authority at least (3) three business days before the meeting date. The period is calculated from the date the stamp of the competent employee receiving the proxy or agency document is affixed. Receipt of the document does not constitute approval.

Second: The company must provide the Capital Markets Authority with the following:

1. For joint-stock companies: Evidence of the meeting's publication through the required media channels in accordance with the provisions of Article (88) of the aforementioned Companies Law.
2. For unlisted joint-stock companies: The latest update of the shareholders' register before the General Assembly meeting, stamped by the company and responsible for the accuracy of the information contained therein, with the number and date of the company's letter fixed in the body of the proxy by the competent employee.
3. For listed companies: The Iraqi Central Depository Center must provide a report (electronic, paper, or on CD) of the shareholders' register after the suspension of trading of the share immediately, including the name of the shareholder, the shareholder number, and the number of shares for each.
4. For other companies: The agent must provide evidence that their principal owns the shares.

Third: The information must be recorded by the proxy holder (shareholder owner) or their legal representative in the fields of the proxy form prepared for this purpose (attached to the controls).

Fourth:
a. Material errors that are purely clerical or arithmetic in the proxy do not affect its validity. The competent employee is responsible for correcting this error by striking through the number, word, or paragraph where the error occurred so that it can be read, and writing the correct number, word, or paragraph, and recording this in the margin of the register, signed by the competent employee, and stamped with the official seal. b. If the error in recording was made by the proxy holder or their legal representative, they must submit a written request to the competent employee to correct the error. The employee may affix their signature and the requester's signature next to the error and stamp it with the official seal.

Fifth: When granting a proxy to a legal entity, it is sufficient to mention the name of the authorized legal person or their legal representative, without the need to mention the director's name.

Sixth: The competent employee must verify the signature and thumbprint of the proxy holder or their legal representative on the proxy form, confirm the accuracy of the recorded information and documents, and assume legal responsibility otherwise.

Seventh: The competent employee must verify the submitted documents against the supporting evidence. In case of doubt or suspicion regarding any document, they must request confirmation of its authenticity from the issuing authority.

Eighth: The results of the verification must be sent to the company after the official working hours of the day preceding the meeting, or delivered to the agent or proxy holder before the meeting convenes, either in person or via the approved email.

Ninth: The competent employee is prohibited from the following:

1. Organizing and documenting proxies that belong to them, their spouse, their brother-in-law, or their relative up to the third degree.
2. Providing any information contained in the records to any party other than the parties to the relationship, except upon request from an official or judicial authority and after obtaining the necessary approvals.

Tenth: Proxies and agencies in the attendance register of the General Assembly meeting must be recorded and detailed therein, stamped, and signed by the board member responsible for registration.

Eleventh: The authenticated agency must include the phrase "for attendance, discussion, and voting at the meeting," except for the general absolute agency authenticated originally.

Twelfth: The submitted agency is accepted as an original copy or a certified true copy, provided it is free from any defect that affects its validity.

Thirteenth: Agencies issued from outside Iraq that have completed the original authentications are accepted.

Fourteenth: The shareholder's agent has the right to delegate another person to submit the proxy form to the Authority if their agency permits this.

Fifteenth: The submitted agency is not accepted if its purpose is to dispose of shares and quotas and reduce ownership, except after confirmation of its authenticity from the issuing authority or its authentication by the Ministry of Foreign Affairs if the agency is issued from another country.

Sixteenth: The agency is not accepted from the compulsory guardian, trustee, or curator appointed by the court over the minor, unless it states in its body that they are acting as proxy for the minors under the compulsory guardianship granted to them or the trusteeship or custody.

Seventeenth: If the shareholder is a company, the agency must be on behalf of the Managing Director in addition to their position. However, if the agency issued by the Managing Director is in their personal capacity as a shareholder, the agency must specify their position.

Eighteenth: If the shareholder is a government entity, the General Manager or their delegate by an official letter issued by that entity attends on their behalf.

Nineteenth: If the shareholder is a foreign company or bank whose administrative center is outside Iraq, the proxy signed by the Managing Director and stamped with the company or bank seal is accepted, sent from the company or bank's approved website to the Authority's dedicated email for proxies, along with evidence of the appointment of the Managing Director.

Twentieth: The person granting the proxy has the right to request its cancellation before the meeting date.

Twenty-first: Arabic is the language in which the proxy is organized. The Authority accepts requests from interested parties to authenticate the proxy after it is officially translated into another language.

Twenty-second: For the purpose of granting companies and shareholders the necessary period to review these controls and arrange their affairs, the above controls are effective 30 days from the date of their issuance.

Capital Markets Authority Regulations for 2022

Proxy Form
Company Name:
Company Capital:
Purpose of the Meeting:
Date of General Assembly Meeting: / / 2020 Location of the Meeting:

Signature | Number of Shares | Shareholder Name | Shareholder Number

Number and Date of Letter
Proxy Holder Name | Shareholder Number
Agent Name | Agency Number | Date | Issuing Authority | Signature

Capital Markets Authority Stamp and Verification

Authenticity Verification:
Notary Public Office | Number | Date
Note:

• This proxy is used only for the meeting dated above or the adjourned meeting if the legal quorum for the first meeting is not met.
  I certify the accuracy of the information and documents provided by me, and otherwise I bear all legal consequences and liabilities.

Signature / Date
Signature / Date