Decree No. 2001-2728 of November 20, 2001, on the Conditions for Registering Securities and Approved Intermediaries Managing Securities Accounts

Decree No. 2001-2728 of November 20, 2001, on the Conditions for Registering Securities and Approved Intermediaries Managing Securities Accounts 3 Decree No. 2001-2728 of November 20, 2001, on the Conditions for Registering Securities and Approved Intermediaries Managing Securities Accounts as amended by Decree No. 2005-3144 of December 6, 2005 The President of the Republic, On proposal of the Minister of Finance, Having regard to Law No. 94-117 of November 14, 1994 reorganizing the financial market, Having regard to Law No. 2000-35 of March 21, 2000 on the dematerialization of securities and in particular Article 4 thereof, Having regard to the Commercial Companies Code promulgated by Law No. 2000-93 of November 3, 2000, Having regard to Decree No. 75-316 of May 30, 1975 on defining the functions of the Ministry of Finance, Having regard to Decree No. 99-2478 of November 1, 1999 on the status of stock exchange intermediaries and in particular Articles 49 to 65 thereof, Having regard to the opinion of the Minister of Justice, Having regard to the opinion of the Administrative Court. Decrees:

Article 1.
Securities issued in Tunisia under Tunisian law, regardless of their nature, must be registered by category in accounts with:

• the issuing legal entity for companies that do not make a public offering,
• the issuing legal entity or an approved intermediary duly mandated by it for companies making a public offering, as defined in Article 1 of Law No. 94-117 of November 14, 1994 cited above.
  In all cases, the issuing legal entity or the mandated approved intermediary issues a certificate to the relevant party stating the number of securities owned and the associated details.

Article 2.
When a company making a public offering mandates an approved intermediary to manage the accounts referred to in Article 1 of this decree, it must publish the name and address of the mandated intermediary in the official bulletin of the Financial Market Council. It is also required to provide all identification details of the account holder, as well as the number and category of securities owned. The relationship between the company and the mandated approved intermediary is governed by an agreement whose essential terms are set by regulation of the Financial Market Council. The agreement provides, inter alia, for the mandated intermediary's commitment to provide all necessary documents and information to the company's statutory auditors for fulfilling their duties under Article 19.

Article 3.
Securities accounts must contain the following information:

• identification details of natural or legal persons owning the securities, and where applicable, the usufructuary's identification along with attached rights and their allocation,
• restrictions on these securities such as pledges and seizures.

Decree No. 2001-2728 of November 20, 2001, on the Conditions for Registering Securities and Approved Intermediaries Managing Securities Accounts 4 The account number and title must precisely identify the holder's identity and nationality, as well as the characteristics of the owned securities, per regulations set by the Financial Market Council. These accounts are also governed by Articles 49 to 65 of Decree No. 99-2478 of November 1, 1999 cited above, unless otherwise provided by this decree.

Article 4.
Issuing companies and approved intermediaries must update securities accounts whenever they become aware of any changes in ownership (according to the rules governing the value object for transfer) or in attached rights and restrictions.

Article 5.
Each issuing company or approved intermediary must maintain a general operations journal, chronologically recording all entries affecting registered holders' accounts.
To comply with these obligations, the issuing company or approved intermediary must sign a specification sheet established, as applicable, by circular of the Central Bank of Tunisia or regulation of the Financial Market Council.

Article 6.
The owner of securities may appoint one or more approved intermediaries to manage their account opened with the issuing company or mandated intermediary. In this case, details on that account are reproduced in an administration account maintained by the approved administrative intermediary. The holder commits to giving orders only to them, up to the value of securities in their accounts with these intermediaries. Holders are not obliged to have securities managed by an approved administrative intermediary; in such cases, they maintain a direct relationship with the issuer or mandated intermediary and exercise their rights directly.

Article 7.
Any opening of an administered account requires an agreement between the securities owner and a chosen approved intermediary, which must notify the issuing company or mandated intermediary within five business days by any means leaving a written record. The essential terms of the agreement are set, as applicable, by circular of the Central Bank of Tunisia or regulation of the Financial Market Council.

Article 8.
The approved administrative intermediary is solely authorized to receive orders from registered holders, with its liability substituting that of the issuer or mandated intermediary regarding verification of the order giver's identity, capacity, and transaction regularity. Once administration is requested from an approved intermediary, all related orders pass exclusively through it. Coupon, interest, dividend payments and the exercise of proprietary rights are effected exclusively through them.

Article 9.
Securities may only be exchanged after being placed in an administration account opened with an approved intermediary.

Decree No. 2001-2728 of November 20, 2001, on the Conditions for Registering Securities and Approved Intermediaries Managing Securities Accounts 5
Article 10.
The approved administrative intermediary must notify the issuer or mandated intermediary of any transfer of securities ownership within five business days from the transfer date.
For securities managed by the deposit, clearing and settlement company under Article 77 of Law No. 94-117 of November 14, 1994 cited above, approved administrative intermediaries must provide, at any time upon request by the issuer, mandated intermediary, deposit/clearing/settlement company, or relevant party, necessary information regarding securities accounts and the general operations journal per Articles 4 and 5.

Article 11.
For any debit or credit operation affecting securities accounts, approved administrative intermediaries must verify the order giver's identity, capacity, and solvency, as well as transaction regularity.
To this end, the intermediary must ensure that these securities can be exchanged (absence of restrictions such as pledges or seizures). For public offering securities, the intermediary must hold the securities before executing a sell order and have necessary funds in a specific client account before executing a buy order.

Article 12.
Each approved administrative intermediary must open an account to any requesting person who agrees to comply with prevailing practices in their establishment.

Article 13.
Each approved administrative intermediary must issue, upon request, a certificate to any account holder specifying the category and number of securities registered in their account, along with associated details.

Article 14.
Each approved administrative intermediary must send a portfolio statement to each client holding a securities account at least once per quarter.

Article 15.
The maintenance and administration of securities accounts are governed by Articles 689 to 697 of the Commercial Code.

Article 16 (new) (Decree No. 2005-3144 of December 6, 2005, Art. 1)
Only stock exchange intermediaries and credit institutions authorized to exercise activities under Article 84 of Decree No. 99-2478 of November 1, 1999 cited above, and the deposit, clearing and settlement company, may act as approved intermediaries for managing securities accounts under Article 4 of Law No. 2000-35 cited above. The maintenance and administration of negotiable securities accounts on markets under the Central Bank of Tunisia's authority may only be performed by credit institutions. The exercise of this activity is subject to signing a specification sheet established, as applicable, by circular of the Central Bank or regulation of the Financial Market Council. Specification sheets are filed with the Financial Market Council and the finance departments for companies issuing securities other than those traded on markets under the Central Bank's authority.

Decree No. 2001-2728 of November 20, 2001, on the Conditions for Registering Securities and Approved Intermediaries Managing Securities Accounts 6 Approved intermediaries are subject to control by the Central Bank of Tunisia and the Financial Market Council, each within their respective scope.

Article 17.
The holder of a securities account with an approved administrative intermediary may transfer it to another approved intermediary while retaining all associated rights, guarantees, and restrictions. In this case, the originating intermediary must transfer deposited securities directly to the new intermediary and provide all relevant account information. Both intermediaries must notify the issuing company or mandated intermediary within five business days from the transfer date.

Article 18.
Approved intermediaries and persons under their authority are subject to Decree No. 99-2478 of November 1, 1999 cited above.

Article 19.
In addition to Articles 258 et seq. of the Commercial Companies Code promulgated by Law No. 2000-93 of November 3, 2000 cited above, statutory auditors of the issuing company must verify that the maintenance of issued securities accounts complies with current regulations. This duty of care applies even when the issuing company mandates an approved intermediary for account maintenance, with a mention made in their report to the general meeting of shareholders. They must also notify the Central Bank of Tunisia and the Financial Market Council, each within their scope, of any infringements to applicable legislation and regulations.

Article 20.
The issuing company and approved intermediaries must, free of charge, dematerialize securities, register them in accounts, and issue a certificate to each holder stating the number and category of securities after recovering physical titles, per conditions in Article 3. Approved intermediaries must deliver physical titles to the issuing company within five business days from recovery date.

Article 21.
The Ministers of Finance and Justice are responsible, each within their scope, for executing this decree, which will be published in the Official Journal of the Tunisian Republic.
Tunis, November 20, 2001.
Zine El Abidine Ben Ali