Regulatory Bylaw No. 13: Exchange of Listed Shares for Other Listed Shares

Regulatory Bylaws of the Securities and Exchange Commission 2022 Regulatory Bylaw No. (13) Exchange of Listed Shares for Other Listed Shares

To the Department,

Based on Article 12 of Decision No. (74) of 2004 and the decision of the Board of Directors of the Commission in its meeting held on 14/11/2024, we have issued the above Regulatory Bylaw.

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

Article (2) A request to exchange must be submitted by the first and second parties to the intermediary company or more, 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 relative to the capital of the market, as follows):

1. The securities must be fully owned by the parties to the transaction, free from any legal or contractual restrictions that prevent their transfer or suspension from trading.
2. Compliance with due diligence procedures for securities and the applicable Anti-Money Laundering and Combating the Financing of Terrorism law.
3. Before executing the share exchange process, ensure the change in ownership percentage for both parties and obtain the required approvals before execution in accordance with securities laws and regulatory bylaws.
4. Before executing the transaction, consider the ownership percentage of foreign shareholders.
5. Before executing the transaction for both parties, consider 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.
8. No exchange transaction for securities shall be conducted if the security is suspended from trading.
9. The Market shall announce the transaction and its details on its electronic website (security, quantity, transaction value) after execution.
10. Each party (first and second) shall pay the fees stipulated in the relevant regulatory bylaws.

Article (3) General Provisions

1. Obtain market approval before executing the transaction up to (250 million shares), and obtain Commission approval for amounts exceeding that.
2. The Commission has the right to exempt any party from the provisions of this bylaw when deemed appropriate.
3. Technical procedures for the exchange process are taken.

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