Financial Services Authority: Decision No. Kh/11/2026 Issuing the Executive Regulations of the Securities Law

Financial Services Authority
Decision
No. Kh/11/2026
Issuing the Executive Regulations of the Securities Law

In reliance on the Securities Law issued by Royal Decree No. 46/2022, And the Royal Decree No. 20/2024 establishing the Financial Services Authority and its system, And the Executive Regulations of the Securities Market Law issued by Decision No. 1/2009, And the Executive Regulations for the Organization of Investment Funds issued by Decision No. Kh/2/2018, And with the approval of the General Assembly of the Financial Services Authority, And with the approval of the Ministry of Finance, And subject to whatever is necessary for their implementation, It is decided as follows:

Article (1)
The provisions of the Executive Regulations of the Securities Law attached hereto shall be implemented.

Article (2)
The Executive Director of the Authority shall issue the instructions, circulars, and forms necessary for implementing the provisions of the attached Regulations, until the implementation of the provisions of the Securities Law to which they relate is consistent with them.

Article (3)
The addressees of the provisions of the attached Regulations shall be required to harmonize or terminate them within six months from the date of implementation, except for commercial banks operating in the field of securities, which shall be granted a period of three (3) years from the date of implementation of the Regulations to harmonize or terminate them.

Article (4)
The Executive Regulations of the Securities Market Law, the Executive Regulations for the Organization of Investment Funds, and the provisions of the Organized Principles of Governance applicable to them are hereby repealed, except for the provisions of the Collective Investment Funds Organization, which shall remain in effect unless they conflict with the attached Regulations.

Article (5)
This Decision shall be published in the Official Gazette and shall be effective from the day following its publication.

Issued on: 1 Safar 1448 H
Corresponding to: 16 July 2026

Dr. Saif bin Saeed bin Shihmi Al Jabri
Minister of Finance
Chairman of the General Assembly of the Financial Services Authority

First Part: General Provisions and Definitions

Article (1)

For the purpose of applying the provisions of these Regulations, the words and phrases appearing in them shall carry the meaning indicated in them, unless the context dictates otherwise. The words and phrases listed below shall have the following meanings:
Law: The Securities Law.
Executive Director: The Executive Director of the Authority.
Muscat Securities Market Operator: Any entity holding a license from the Muscat Securities Market as stipulated in Article (14) of the Law.
Licensed Entity: A company holding a license to operate in any of the activities specified in these Regulations or in Article (21) of the Law.
General Assembly of the Licensed Entity: The assembly of the management of the Licensed Entity or the directors thereof.
Licensed Entity: Any of the Licensed Entities or the Muscat Securities Market Operator.
Stock Exchange: The securities market or the financial securities market that is licensed and supervised by the Muscat Securities Market Operator.
Prospectus: A written document containing all data, conditions, expectations, and provisions related to the issuance of financial securities.
Preferential Right: The right of a holder of an investment unit in a closed-end collective investment fund to increase the number of units in the subscription by a multiple of the number of units owned by him on the record date.
Holders of Preferential Rights: The holders of units registered in the register of the closed-end collective investment fund, who shall have the right to subscribe for a period determined by the Fund Manager or the Depositary, and may transfer such rights.
Trading: Buying or selling financial securities or listed securities on the Stock Exchange.
Service Provider: A licensed legal entity authorized by the Authority to provide services to funds, in exchange for fees, under a contract with the fund.
Material Information: Information that may affect the price of financial securities or decisions in the resolutions, or investment strategies or directions for dealing with them, or the performance or yield of the financial security.
Insiders: Any person who has access to material information issued by the Authority, including his spouse, relatives of the first degree, or anyone by virtue of his position or employment, as well as any person who has a work, professional, family, contractual, or organizational relationship with the person possessing such information.
Related Party: Any person who is considered a related party in the circumstances specified in the Organized Principles of Governance issued by the Authority.
Electronic System: The system issued by the Authority in accordance with the data and information required by the Law and the Regulations.

Article (2)

It is prohibited for any licensed entity to engage in any activity other than that for which it is licensed under the Law and these Regulations.
An exception is made for commercial banks to engage in activities other than those for which they are licensed, provided that they have full ownership of the operating entity, and in all cases, the Licensed Entity must ensure that there is no conflict of interest between the activities specified in the Law and these Regulations.

Article (3)
The entities subject to the provisions of the Law must keep documents and records related to the operations they perform for a period of ten (10) years from the date of completion of the operation, unless a decision is made not to implement them.

Article (4)
All documents and records submitted to the Authority must be in Arabic. For the purpose of applying the provisions of these Regulations and the Law, they may be in Arabic accompanied by English or any other language determined by the Authority.

Article (5)
The licensed entity must issue all necessary regulations and decisions to implement its activity, including complying with the laws, regulations, and instructions to achieve its objectives and avoid conflicts of interest. These regulations must regulate at least:

The regulatory structure of the licensed entity, including its powers and authorities, and the executive management's responsibilities related to the different functions and departments of the licensed entity, and the method of reporting.
The internal systems and operational manuals for the licensed activity.
Emergency plans and business continuity policies.
The documentation cycle to be followed in completing its work.
The levels of authorities and approvals related to expenses and expenditures.
Policies related to service contracts.
Policies related to human resources, including salaries, benefits, training, promotions, termination, and other aspects of the relationship, including the approved succession plan for positions.
Risk management policies and procedures for dealing with related parties.
Procedures for reporting violations.
Anti-money laundering and counter-terrorist financing procedures and mechanisms for reporting suspicious cases.
Procedures for protecting the confidentiality of information.
Investment policies.
Code of professional conduct.
Procedures for reviewing and resolving complaints from dealing parties, including dispute resolution mechanisms.
Any other matters determined by the Authority.

The General Assembly of the licensed entity must also review the effectiveness and adequacy of the internal control systems and policies specified in this Article once a year at least.

Article (6)
The licensed entity must appoint a Compliance Officer and, upon his appointment, obtain the approval of the Authority. The General Assembly of the licensed entity must ensure that these individuals possess the necessary expertise and skills for the tasks entrusted to them.

Article (7)
The General Assembly of the licensed entity must exert all possible efforts to ensure that all employees, including its agents and others, represent the qualities of honesty and integrity, and that they are qualified and capable of performing the tasks entrusted to them in a manner consistent with professional qualifications and training, and are committed to the rules of professional conduct.

Article (8)
The Compliance Officer must submit reports prepared by the Executive Management to the General Assembly of the licensed entity, accompanied by an audit committee or its management. In all cases, he must adhere to internationally recognized standards when performing his duties.

Article (9)
The Compliance Officer in the licensed entity is responsible for ensuring compliance with the requirements specified in the Law and these Regulations, including:

Acting as a link of communication between the Authority and the licensed entity.
Cooperating with Authority employees during their audits of the licensed entity.
Ensuring the implementation of decisions and procedures agreed upon with the Authority and the regulations and laws issued for the licensed activity.
Immediately notifying the General Assembly of the licensed entity and the Authority of any significant violation of the regulatory requirements, and taking the necessary measures to prevent its recurrence.
Ensuring that all required reports are prepared correctly and submitted within the specified deadline, and verifying the implementation of related procedures and the adequacy of internal regulations.
Submitting to the Executive Management a report on financial risks and market risks in the securities market, and the operations performed by the licensed entity.
Ensuring the holding of educational and training programs for employees regarding the requirements, and notifying them of any amendments to the Anti-Money Laundering and Counter-Terrorist Financing Law.
Preparing an annual compliance report for the Authority according to the prescribed format.
Reviewing complaints from dealing parties to help resolve them.
Supervising the implementation of anti-money laundering and counter-terrorist financing procedures according to the applied legislation.
Monitoring the licensed entity's commitment to the succession plan for positions, and notifying the Authority of any amendments after approval by the General Assembly of the licensed entity.

Article (10)
The Authority may allow the licensed entity to experiment with modern financial technologies in its services and products, subject to the conditions it determines, provided that they are not prohibited by issued legislation.

Article (11)
No person or party may engage in any behavior that leads to the Authority preventing the licensed entity from exercising its powers, whether by refusing to submit, providing false or misleading information or documents, or refusing to provide a reasonable excuse for the investigation conducted by the Authority, or refusing to appear before the Authority within three (3) days after being notified of the time and place.

Article (12)
The fees for the services provided by the Authority shall be determined in accordance with the attached Appendix to these Regulations.

Article (13)
The entities subject to the provisions of the Law must adhere to the Organized Principles of Governance issued by the Authority.

Article (14)
The licensed entity may establish branches with the approval of the Authority, and the Compliance Officer in the operating entity shall be responsible before the Authority for the work performed by its branches.

Second Part: Muscat Securities Market Operator

First Branch: General Provisions

Article (15)
No entity may operate the Muscat Securities Market in the Sultanate of Oman without obtaining a license from the Authority.

Article (16)
The Muscat Securities Market Operator must have effective governance and systems, adequate technical and operational systems, business continuity and risk management plans, and other requirements in accordance with the standards determined by the Authority.

Article (17)
The Muscat Securities Market Operator must submit operational and financial reports to the Authority on a quarterly and annual basis.

Second Branch: Licensing

Article (18)
The Muscat Securities Market Operator must meet the following licensing requirements:

Have its headquarters in a free zone.
Have a paid-up capital not less than:
a. Ten million (10,000,000) Omani Rials for the Stock Exchange Operator. b. Five million (5,000,000) Omani Rials for the Depositary Operator.
c. Three million (3,000,000) Omani Rials for the Clearing Operator.
d. Three million (3,000,000) Omani Rials for the Settlement Operator. e. Four million (4,000,000) Omani Rials for the Central Counterparty.

Article (19)
The applicant for initial approval to operate any of the Muscat Securities Market Operator activities must submit a request to the Authority on the prescribed form, accompanied by the following documents and data:

A power of attorney issued by the General Assembly or Board of Directors of the Muscat Securities Market Operator authorizing the signatory to proceed with licensing procedures on their behalf.
The ownership structure of the applicant, including the legal entities and companies owning the ownership structures in the Muscat Securities Market.
A statement that no final or interim judgment has been issued against the Board of Directors or shareholders during the past five (5) years for a felony or misdemeanor, or for a crime involving moral turpitude or breach of trust, unless it has been pardoned or the conviction has been annulled. Any change in the partners or Board of Directors appointed after this judgment must be notified.
A statement of the intended activity to be practiced by the proposed Muscat Securities Market.
A business plan covering the scope of work, target customer segments, expected services, and potential or expected investment risks.
A declaration confirming that the entity possesses the necessary operational and financial systems, regulations, and other requirements to fulfill its obligations as a Muscat Securities Market Operator.
A statement confirming the repayment of the prescribed fees.
Any other documents or data requested by the Authority.

Article (20)
The Authority shall verify the completeness of the request and all required documents and data within fifteen (15) working days from the date of submission, and issue its preliminary approval. The applicant must complete the registration procedures within a period not exceeding six (6) months from the date of preliminary approval, otherwise the approval shall be deemed invalid.

Article (21)
The applicant for final approval must submit a request on the prescribed form, accompanied by:

A copy of the commercial registration certificate.
A statement from the General Assembly of the Muscat Securities Market Operator regarding the Executive Management and employees, including their experience and qualifications for the role of Compliance Officer.
A statement from the General Assembly of the Muscat Securities Market Operator regarding the Executive Management and employees, confirming that no final or interim judgment has been issued against them during the past five (5) years for a felony or misdemeanor, or for a crime involving moral turpitude or breach of trust, unless it has been pardoned or the conviction has been annulled. Any change in the Executive Management or Board of Directors appointed after this judgment must be notified.
A statement confirming the minimum qualifications and scientific experience of the employees, in accordance with what the Authority determines.
A non-refundable guarantee issued by one of the licensed commercial banks in the Sultanate of Oman equivalent to one percent (1%) of the required capital, which may be increased by decision of the General Assembly whenever necessary.
A professional liability insurance policy.
A statement confirming the appointment of an auditor from the authorized offices at the Authority.
A statement confirming the availability of the necessary electronic and financial systems for practicing the activity.
A copy of the laws, policies, and organized procedures for the work of the authorized company, including the composition of the Executive Management or Board of Directors.
A statement confirming the repayment of the prescribed fees.

The Authority shall review the request and issue a decision within fifteen (15) working days from the date of completion of all documents and data. Failure to respond within this period shall be deemed a rejection. The Authority may extend the period for completing documents and data, in which case the license shall be deemed invalid from the date of expiration of that period. The license shall be renewed for one year, and similar or equal periods may be renewed after repaying the prescribed fees.

Article (22)
The Authority may suspend or revoke the license of any Muscat Securities Market Operator in the following cases:

If it fails to meet any of the licensing conditions.
If it violates any of its obligations prescribed by the Law, these Regulations, or any legislation issued by the Authority.
If it commits an act that threatens the protection of dealing parties, market integrity, or market stability.

Third Branch: Muscat Securities Market Operator Obligations

Article (23)
The Muscat Securities Market Operator must exercise due care in practicing the licensed activity in accordance with the provisions of the Law and these Regulations, the issued decisions and regulations, commercial practices, and principles of honesty, fairness, equality, and confidentiality of data and information, without exploiting the activity or practicing it in a manner other than that for which it was licensed.

Article (24)
The Stock Exchange must:

Organize, manage, and mitigate trading risks.
Supervise trading operations and refer any violation of the provisions of the Law and these Regulations to the Authority for action.
Manage and sell trading data in its possession.
Manage the listing and delisting of financial securities listed on the Stock Exchange, including reclassification.
Establish and review different committees.
Monitor and follow up on the requirements of the listed entities and their owners as issued by the Authority.
Issue various types of announcements and news to the public and participants in the Stock Exchange.
Establish and manage market maker requirements and liquidity provider rules.
Establish and manage listing and delisting rules.
Establish and manage the requirements for financing companies.
Establish and manage the professional certification program for employees of companies listed in the securities market.

Article (25)
The Depositary Operator must:

Open and manage accounts and maintain aggregated custody for investors in accordance with the regulations and guidelines approved by the Authority.
Maintain records of ownership and transfer of financial securities transferred to it, according to the forms and procedures prepared for this purpose, and provide information to the relevant parties.
Maintain an electronic register of owners of financial securities issued in the Sultanate of Oman, in accordance with the Law and other laws, and issue international and national identification codes for the securities and associated rights, in accordance with the requirements of the organized international agencies (e.g., ISIN, CUSIP).
Exchange required records and information with the licensed entities and the Authority, and with any other entity agreed upon by the Authority.
Record all legal transactions, including pledges and attachments, on the financial securities registered in its possession.
Develop and manage the General Assemblies.
Manage the distribution of cash returns on financial securities and the restructuring of funds issued by the entities.
Provide electronic systems to manage subscription operations in the primary market.
Accept participants according to the specified criteria.
Provide agency services to bond and sukuk holders.
Conduct transfer operations exempt from the trading system.
Manage and sell trading data and information in its possession.
Deal with events related to the entities whose records it maintains, such as mergers, acquisitions, share splits, and capital increases.

Article (26)
The Clearing Operator must:

Perform the clearing process, including matching, confirmation, and settlement of financial securities.
Conduct clearing operations between the dealing parties or their agents before the settlement process.
Determine the net financial obligations and liabilities of each party to the clearing operations.
Accurately execute clearing operations according to the specified timeframes for the systems, automatically recording them based on trading data received from the Stock Exchange.
Provide the Clearing Committee with information and data related to the executed trades, including the prices and quantities of the executed trades, within the framework of liquidity.
Maintain information and data related to the parties to the clearing operations, executed trades, and risks in secure and auditable records.

Article (27)
The Settlement Operator must:

Execute the final settlement process for financial securities executed on the Stock Exchange through a system (DvP - Delivery versus Payment) or any other system approved by the Authority.
Obtain explicit consent from the owner before transferring financial securities, subject to the internal regulations.
Maintain control over the pledged or deposited securities or guarantees held by the dealing parties.
The pledge or lien right remains valid until the transaction is completed by the dealing party who initiated it.
The use of guarantees or securities by the settlement bank for any claim arising from any transaction is subject to the consent of the dealing party concerned.
Verify the linkage process with settlement banks to determine obligations within the specified time.
Verify the fulfillment of obligations by the settlement committee within the specified time.
Verify the safety of linkage with payment systems at the Central Bank of Oman to complete settlement within the specified time.
In the event of a shortfall in settlements, coordinate with the Settlement Management Committee to cover the shortfall with cash.
Convert the net cash amounts resulting from trading operations to the settlement accounts of participants.
Ensure the conversion of financial securities from the registered accounts at the Depositary Operator to the approved Clearing Operator based on the results of the Clearing Operator.
Verify the match of trade data with the records of the Depositary Operator and immediately notify the related parties of any discrepancies.
Record all settlement operations performed on financial securities in electronic records, accurately and updated.
Maintain records and documents proving the execution of financial settlements and the movement of funds.

Article (28)
The Central Counterparty must:

Act as an intermediary between the two contracting or dealing parties in financial securities or on the Stock Exchange.
Determine the operations to be executed through it.
Determine models and standards for requirements.
Determine categories and conditions and standards for disclosure.
Determine the required guarantees and their submission mechanism and monitoring.
Determine the structure of accounts and types of accounts.
Guarantee the settlement of executed trades between the parties.
Manage the risks of the Counterparty using instruments such as initial margin, variation margin, and other risks including concentration risk.
Manage the amount of cash guarantees provided by the parties, as well as financial guarantees such as securities and bank guarantees.
Establish a default fund to cover any losses exceeding other coverages, subject to margin requirements.
Determine the point at which final settlement is reached.
Apply close-out netting mechanisms in the event of default by any party.
Conduct periodic stress testing to ensure the adequacy of guarantees.
Determine the cases in which a party is considered in default, including operational mechanisms for dealing with them.

Article (29)
It is prohibited for any Muscat Securities Market Operator to:

Allow employees to hold positions in the management or administration of any fund or collective investment related to any related party or general shareholders.
Allow any person to own, without the approval of the Authority:
a. More than five percent (5%) of the shares with voting rights in a company whose shares are listed on the Stock Exchange, for a natural person, his spouse, or relatives of the first degree. b. More than twenty percent (20%) of any shares with voting rights in a legal entity or company, or more than twenty percent (20%) of any shares with voting rights in a listed company.

Fourth Branch
Capital Markets Market Operators

Article 30
A Capital Markets Market Operator must immediately notify the Authority of any of the following:

Resignation of any member of the Senior Management.
Opening or closing of any of its branches, except under exceptional circumstances or force majeure.
Inability to provide its services during working hours or any of its facilities or electronic systems.
Change in the external auditor or termination of his duties.
Any lien or seizure on its assets.
Any other sudden material event affecting its center of operations.
Any lawsuit filed against it or by it that affects its continuity.
Termination or ending of the Internal Auditor or Compliance Officer's service, or any of the Senior Management employees.

Article 31
Employees in a Capital Markets Market Operator must trade in accordance with the following rules:

Obtaining prior approval from the Senior Management of the Market Operator's Executive.
Notifying the Senior Management of all employees of the Compliance Officer.
Declaring their own shares, shares of their spouses, and shares of their children in the Stock Exchange.
Providing the Compliance Officer with any additional information he requests regarding those shares.
The Compliance Officer must review transactions and ensure that employees are complying with legal requirements.

Fifth Branch
Supervision and Monitoring

Article 32
A Capital Markets Market Operator must prepare audited quarterly financial statements and submit them electronically to the Authority within 45 days from the end of the quarter, according to the model determined by the Authority. Additionally, it must prepare an annual audited financial report using one of the audit offices approved by the Authority, in accordance with the Authority's requirements, and submit it electronically within 60 days from the end of the fiscal year, or within 15 days before the date of the Annual General Meeting, whichever is earlier.

Article 33
A Capital Markets Market Operator must submit a Capital Adequacy Report to the Authority in quarterly form within 30 days from the end of each quarter. The Authority may require such a report within a period not exceeding two months. The report must be prepared by an external auditor approved by the Authority, expressing his opinion on whether the Capital Markets Market Operator maintains the required capital adequacy. The Authority may, in all cases, request additional reports on capital adequacy within the period it determines.

Article 34
A Capital Markets Market Operator must provide the Authority with a quarterly report within 45 days from the end of the quarter, detailing the most important developments in the risk management system, including financial, administrative, and technological aspects at all operational levels, and the Senior Management.

Article 35
The Authority may conduct periodic or surprise field visits to any Capital Markets Market Operator, requesting any documents or information it deems necessary to verify compliance with laws, regulations, and instructions. The Capital Markets Market Operator must cooperate with the Authority's employees and submit what is requested within the period determined by the Authority.

Third Section
Licensed Entities

First Branch
Licensing

Article 36
Licensed entities are not permitted to engage in any activity prohibited by this Regulation or the Law, without obtaining prior approval from the Authority.

Article 37
The main office of a licensed entity operating in the Sultanate of Oman must be located in Oman, except for foreign companies.

Article 38
The licensed entities operating in securities must not own less than the following minimum capital and rights for each activity they practice:

Custody: 3,000,000 Omani Rials.
Structuring products: 1,000,000 Omani Rials.
Securities portfolio management: 200,000 Omani Rials.
Collective investment funds management: 200,000 Omani Rials.
Fund manager: 200,000 Omani Rials.
Issuance management: 200,000 Omani Rials.
Research and advice on listed securities: 200,000 Omani Rials.
Trading in non-Omani securities: 200,000 Omani Rials.
Acting as an agent for bondholders or holders of certificates and units: 200,000 Omani Rials.
10-Activities: 700,000 Omani Rials.
11-Market making: 5,000,000 Omani Rials.
12-Financing: 200,000 Omani Rials.
A licensed entity practicing more than one activity must own the minimum capital and rights for each activity it practices.

Article 39
The activities covered by a license include:

Securities portfolio management.
Fund manager.
Structuring products.
Any other activity agreed upon.

Article 40
The activities covered by investment banks include:

Fund manager.
Structuring products.
Securities portfolio management.
Research and advice on listed securities.
Issuance management.
In all cases, investment banks may undertake coverage commitments, subject to approval by the Authority.

Article 41
Foreign companies' branches are permitted to practice one or more of the following activities:

Research and advice on listed securities.
Trading in non-Omani securities.
Issuance management.
Any other activity agreed upon.

Article 42
An entity seeking an initial license must submit a request for approval, accompanied by the form prescribed by this Regulation (Article 38), including the following documents:

A power of attorney issued to the representative or authorized person of the licensed entity, specifying the procedures for obtaining the license.
The ownership structure of the applicant, including the ownership structure of indirect entities and the licensed entity.
A statement confirming that no criminal or disciplinary judgment has been issued against the authorized persons in the past five years, or that they have not been sentenced for a crime involving dishonesty, breach of trust, or moral turpitude, or a crime under the Companies Law, and that this judgment has not been pardoned or revoked, and that no changes have occurred to the senior management or partners after their appointment.
A statement of the activities to be practiced, which must not be less than the limits specified in this Regulation.
A business plan covering the scope of work, services expected, and potential or expected investments, and the categories of clients with whom to deal.
A declaration in the prescribed form confirming that the licensed entity possesses sufficient electronic, financial, and operational systems and regulations to fulfill the obligations of the requested license.
A statement confirming the ability to pay the prescribed fees.
Any other documents or data requested by the Authority.

Article 43
The Authority is responsible for verifying the completeness of all requested documents and data within 15 working days from the date of submission. If the preliminary approval is issued, the entity must complete the licensing procedures and register in the Commercial Register within a period not exceeding six months from the date of approval; otherwise, the approval is considered void. The Authority may, in exceptional cases, extend the validity of the license upon completion of the required documents and data.

Article 44
An entity seeking final approval must submit a request in the prescribed form, accompanied by the following documents and data:

A copy of the Commercial Register registration certificate.
A statement of the senior management and executive employees, including their qualifications and experience, and their appointment as Compliance Officer, Financial Director, and Manager.
A declaration from the senior management confirming that no criminal or disciplinary judgment has been issued against them in the past five years, or that they have not been sentenced for a crime involving dishonesty, breach of trust, or moral turpitude, or a crime under the Companies Law, and that this judgment has not been pardoned or revoked, and that no changes have occurred to the senior management or employees after their appointment.
A statement confirming that the employees meet the minimum qualifications and experience as determined by the Authority.
A non-cash guarantee issued by one of the licensed banks in the Sultanate of Oman, equivalent to 1% of the capital, not less than 2,000 Omani Rials and not exceeding 15,000 Omani Rials. For a national company, 1,000 Omani Rials. For a branch of a foreign company, 50,000 Omani Rials. The Authority may increase the value of the non-cash guarantee when necessary.
A policy insurance document ensuring professional liability.
A statement confirming the appointment of an external auditor from the offices approved by the Authority.
A statement confirming the availability of the necessary electronic and financial systems to practice the requested license.
A copy of the regulations and procedures organizing the licensed entity's activities.
In exceptional cases, a declaration from the senior management or senior employees of the licensed entity regarding the provisions of Article 5 of this Regulation.
A statement confirming the ability to pay the prescribed fees.
Any other documents and data previously mentioned must be attached by the licensed foreign entity's branch, including:
- A statement confirming the approval of the regulatory authority in the country where the main office is located.
- A statement confirming that the licensed entity is authorized to practice activities in the securities market and that its main center is not subject to any legal proceedings that weaken its ability to comply with the Authority's regulatory requirements.
- A copy of the license certificate from the home country.
- A copy of the audited annual reports of the licensed entity for the last three years.
- A statement confirming that the paid capital and rights of the licensed entity in the home country are not less than 2,000,000 Omani Rials following the last audited financial statements.
- A statement confirming that the licensed entity is subject to supervision and oversight by the branch in the Sultanate of Oman, in accordance with the laws, regulations, and instructions applicable there.

Article 45
The Authority is responsible for processing and deciding on a license request within 15 working days from the date of submission of all documents and data. If a decision is not issued, the request is considered rejected. The Authority may, in exceptional cases, extend the validity of the license upon completion of the required documents and data. The license duration is one year and must be renewed annually after paying the prescribed fees.

Article 46
The Authority must notify Capital Markets Market Operators of the licenses granted to licensed entities through the methods made available to the public in all cases.

Article 47
A licensed entity must practice its licensed activity within 30 days from the date of license issuance. This period may be extended for a similar period, subject to the Authority's acceptance.

Article 48
The branches or offices of licensed entities operating in the country are registered in the Commercial Register, and each entity is assigned a unique number specifying the type of activity or activities practiced. The licensed entity must provide the Authority with data on its operations, including its branches, employees, and managers. The licensed entity must also obtain a certificate specifying the type of activity practiced in its license and display it prominently in all its offices and branches.

Second Branch
Suspension and Cancellation

Article 49
The Authority may, upon request from a licensed entity, take one of the following procedures:

Suspend any activity for a temporary period not exceeding 12 months. The entity may submit a request for another suspension after five years, subject to submitting another request.
Cancel more than one license or cancel the license.

Article 50
A licensed entity wishing to cancel or suspend its license or practice must submit a request to the Authority in the prescribed form, accompanied by:

A copy of the meeting minutes of the senior management or the licensed entity's management, stating their decision or opinion on the matter and the reasons for cancellation.
A plan to fulfill obligations to clients or the Authority.
Any other data or documents requested by the Authority.

Article 51
Before granting final approval for a cancellation or suspension request, the licensed entity must:

Notify the Authority of a report prepared by an external auditor approved by the Authority, covering the implementation of the plan to fulfill obligations, considering the nature of the activity and its requirements.
Notify its clients of their decision.
Transfer their activities to another licensed entity.
Match the existing cash with the clients' funds held by the licensed entity.
In cases of non-compliance, if found, convert all clients' funds held by the licensed entity to a securities depository.
Convert the required funds to a securities depository, stating the reason if conversion is impossible.
Convert all clients' securities to the Senior Management.
Settle all financial obligations until the date of cancellation or suspension, including to the Authority, the Capital Markets Market Operator, the Oman Securities Depository Company, and any other obligations.
In case of cancellation, settle all complaints and claims against or by any employees of the licensed entity, if found.

Article 52
The Authority is responsible for processing and deciding on a cancellation or suspension request within 15 working days from the date of submission of all documents and data specified in Articles 50 and 51 of this Regulation. If a decision is not issued, the request is considered rejected.

Article 53
The Authority may cancel or suspend a licensed entity's license for violating the provisions of this Regulation or the Law, including:

Issued decisions or implementing regulations.
If it fails to meet any license conditions.
If it fails to practice its licensed activity within six months.
If it enters a state of bankruptcy.
If it commits an act threatening the protection of clients, the financial system, or market stability.
In case of license cancellation under this article, the Authority may appoint an auditor from one of the approved audit offices at the licensed entity's expense. The licensed entity must comply with the procedures and obligations specified in this Regulation.

Article 54
The Authority must notify Capital Markets Market Operators of the cancellation or suspension of licenses through the methods made available to the public.

Article 55
Upon cancellation, the licensed entity must return the cash guarantee or any remaining amount to cover all financial obligations imposed on it.

Article 56
The licensed entity may submit a request to the Authority to lift the suspension before the end of the specified period, within 15 working days. If a decision is not issued, the request is considered rejected.

Article 57
The licensed entity whose license was suspended due to suspension is not permitted to practice the suspended activity during the suspension period without paying the annual fees prescribed for the suspended activity.

Third Branch
Activities of Licensed Entities Regulated by the Authority

Article 58
When practicing custody activities, the licensed entity must:

Keep clients' securities and funds separate.
Comply with the investment rules contained in the prospectus of issued collective investment funds.
Notify the Authority within 30 days of violating the rules regarding the management of collective investment funds.
Ensure the preservation of financial securities and related rights, including voting rights, general assembly meetings, subscription rights, and profit distribution, in accordance with the client's instructions.
Provide clients with protection regarding any relationship with other licensed entities.
Ensure the accuracy of transactions practiced by licensed entities, including 10-Activities.
Safely deposit and pay clients' funds and securities, whether listed or unlisted in the Stock Exchange.
Perform any other activities related to custody in accordance with the agreement with the client.

Article 59
A licensed entity practicing custody activities must:

Not commingle cash amounts or financial securities held with the client's funds.
Provide clients with periodic reports on cash and securities holdings.
Notify clients of all procedures taken regarding issued financial securities, including related rights, profits, and dividends.
Provide the necessary electronic systems to perform these activities.

Article 60
Securities portfolio management activities include:

Establishing discretionary securities portfolios for individuals in accordance with the policies of the approved investment fund.
Managing individual clients' portfolios, including buying and selling orders, and maintaining the portfolio's validity.
Managing sovereign wealth funds or pension funds in accordance with the investors' policies.
Managing entrusted assets.
Rebalancing the portfolio based on market changes and the investor's objectives.

Article 61
A licensed entity practicing securities portfolio management must:

Implement the agreed investment objectives and policies with the client, subject to supervision.
Not provide any false or misleading information or data regarding existing or potential investments, which could influence the client's decisions or serve the entity's interests.
Conclude a contract with the client in the form prescribed by the Authority, specifying:
1. The nature of transactions, the freedom to practice activities, the conditions of portfolio operations, the place of keeping financial securities, the fees, and the reports.
2. The right of either party to terminate the contract at any time, subject to the entity's right to fees for the period during which the portfolio was managed.
Ensure the integrity of the portfolio's components, including securities and financial assets, and their safekeeping or management by the client or anyone entrusted with them.
Periodically notify the client of the portfolio's composition, in accordance with the contract terms.
If the licensed entity manages collective investment funds, it must not invest clients' funds in collective investment funds managed by it without prior approval from the investor.
Exercise the highest degree of care in managing discretionary securities companies' assets, ensuring that the assets managed are not used to influence the prices of financial securities in the Stock Exchange, in accordance with the client's policies.
Not use discretionary portfolios managed by the licensed entity for purposes other than those agreed upon, whether for financing purposes, granting loans, credit facilities, or mortgages, or providing guarantees for credit facilities, regardless of the form.

Article 62
Collective investment funds management activities include:

Procedures related to the issuance and redemption of investment units.
Maintaining and updating the fund's register.
Monitoring the fund's liquidation or dissolution process.
Managing the fund's governance.
Performing office operations for the fund.

Article 63
A licensed entity practicing collective investment funds management must:

Ensure the validity of contracts with parties obligated to the collective investment fund.
Calculate the net asset value and the redemption price of units.
Perform procedures related to the issuance and redemption of investment units.
Distribute profits to investors in the collective investment fund.
Account for the fund's revenues and expenses, including quarterly and annual financial statements.
Perform daily trading operations and ensure the validity of collective investment fund liquidation or dissolution processes.

Article 64
A licensed entity practicing fund manager activities must:

Manage collective investment fund investments in accordance with the laws and regulations issued by the Authority.
Ensure that the assets invested in the fund by discretionary securities companies are managed centrally by the collective fund.
Provide all data related to the valuation of the fund's assets to the collective fund.
Disclose to unit holders special information regarding the fund, including its profits and distributions, and any other relevant data.
Make investment decisions in the best interest of the collective investment fund.
Record all purchase and sale operations in the collective investment fund accurately and in a timely manner.
Provide a tracking system for all special transactions with the fund's financial and cash assets, ensuring their validity or registration with the collective investment fund's securities depository.
Ensure sufficient liquidity to meet any obligations of the collective investment fund.
Take necessary measures to protect the fund's assets from any risks.
Notify the Authority of any fundamental information or events affecting the investment units and holders, which may affect the interests of the fund's investors.

Article 65
A licensed entity practicing issuance management activities must:

Perform the primary issuance tasks for all financial securities offered in the market.
Ensure compliance with the legal requirements for these issuances and the general Authority's prior approval until they are listed in the Stock Exchange.
Coordinate with the Securities Depository Company and licensed entities to receive subscription requests.
Prepare the prospectus in the prescribed form and submit it to the Authority for review, and obtain the issuer's approval.
The licensed entity must contain information and data in the prospectus.
Organize and manage the issuance of financial securities.
Provide advice on mergers, acquisitions, or issuance structuring, including investor attraction strategies or offerings.
Ensure compliance with all requirements for the issuance of financial securities issued by the Authority.
Provide the Authority with periodic reports on the results of the financial securities issuance process.
Perform any other tasks or duties related to the issuance of financial securities.

Article 66
Research and advice on listed securities activities include performing the following activities in the Stock Exchange:

Valuing financial securities.
Preparing analytical financial reports and studies.
Providing financial news services.
Preparing investment research on listed financial securities in the Stock Exchange, based on the client's requirements.

Article 67
The entity licensed to conduct activities related to investment in securities listed on the stock exchange, providing research and advice to traders, must comply with the following when conducting such activities:

Notify the trader in the event of the existence of a conflict of interest with any person or entity having a connection to it.
Ensure that the reports issued by the entity regarding research and advice are technically sound.
Ensure that the mechanism used to determine estimates and valuations, and the comparisons used, are executed in accordance with the associated risks mentioned in the issued reports.
Notify the trader of any risks associated with the execution of the reports issued by the entity regarding research and advice.
Ensure that the reports issued by the entity regarding research and advice do not contain any misleading or incorrect data or information.
Not deliver any funds, whether in the form of cash or non-cash, to traders in exchange for their investments in securities.

Article 68
The entity licensed to conduct activities related to investment in securities, providing research and advice, is not considered to be providing research if the published or broadcast information in all media channels is accompanied by the date of publication or broadcast and relates to the trading of securities and stock markets, or is general analysis or information regarding specific securities.

Article 69
The entity licensed to conduct activities related to investment in securities, providing research and advice, must comply with the following when conducting such activities, except for securities issued in countries other than the Gulf Cooperation Council countries:

The entity must be regulated by a supervisory authority in the GCC countries or by the International Organization of Securities Commissions (IOSCO) outside the Sultanate of Oman.
When providing information related to securities to investors, it must disclose any amendments made to the approved securities and the associated risks.
It must not provide information that is misleading, incorrect, conceals material information or data, or is based on speculation.
It must not use media channels to promote securities in the stock market unless it can prove that the trader has expertise in dealing with securities and is familiar with the returns and risks associated with the security.
It must not deliver any funds, whether in the form of cash or non-cash, to traders in exchange for their investments in securities.
It must maintain a register of traders with expertise who have participated in its activities, including those who subscribed to securities, containing information and data related to those traders.
It must comply with any other requirements related to the activities of providing research and advice on securities in markets other than Omani securities.

Article 70
The entity licensed to conduct activities related to structuring products to be marketed must be able to structure and distribute structured products based on securities or shares, or establish special purpose vehicles (SPV) for trading on any stock exchange. It must also use financial leverage tools (Financial Leverage) and securitization tools in accordance with the regulatory controls set by the Authority, while observing the controls issued by the Central Bank regarding the permissible scope of securitization under the Banking Law.

Article 71
The entity licensed to act as an agent for bondholders or sukuk holders must monitor the execution by the issuing entity of the obligations contained in the offering circular, protect the rights of bondholders or sukuk holders, and take all precautionary measures to preserve those rights. It must also:

Request any information or reports related to its obligations from the issuing entity or the trustee company.
Have access to the books and records of the issuing entity or the trustee company, including those related to the credit rating of the entity.
Confirm that the issuing entity or trustee company pays the entitled beneficiaries on the due date.
Monitor the execution by the issuing entity of the conditions for providing guarantees, ensuring that the provided guarantees are sufficient to meet the claims of bondholders or sukuk holders when due, and are enforceable at that time.
Verify compliance with the terms of the offering circular in the event of the extinguishment of sukuk or bonds, such as converting them into shares or units.
Ensure that the sukuk or bonds are sold in accordance with the conditions specified in the offering circular.
Verify that no changes are made to the terms of the sukuk or bonds without the prior approval of the general meeting of bondholders or sukuk holders.
Notify the management of the issuing entity of all decisions issued by the general meeting of bondholders or sukuk holders.
Represent the bondholders or sukuk holders in facing the issuing entity or trustee.
Convene meetings of the general meeting of bondholders or sukuk holders.
File lawsuits with the consent of the general meeting of bondholders or sukuk holders to preserve the rights of bondholders.

Fourth Branch
Obligations of Licensed Entities

Article 72
The licensed entity must:

Appoint an auditor from the approved audit offices registered with the Authority for a period not exceeding one financial year, renewable for a maximum of four consecutive financial years.
Not renew the contract with the same auditor after the expiration of this period, except for joint stock companies at a rate of one financial year for every two financial years, and for other companies.
Not own a share in another licensed entity conducting the same activities, except for licensed entities listed on the stock exchange with a share not exceeding 10% of the capital.
Not exceed its liabilities by 200% of its net assets at any time.
Not sell or buy securities under dispute without its knowledge, before executing the sale process.
Provide electronic channels for dealing and trading, in accordance with the controls issued by the stock exchange and after approval of modern artificial intelligence.
Not charge any fee or consideration for providing services to any type of trader, except without compensation.
Not exploit any confidential information related to the parties bound by this obligation.
Ensure that it does not have a list of securities regulators possessing confidential information, and take the necessary measures to prevent the use of such information.
Before concluding a contract with a trader to provide services of a nature that requires it to know the trader's orders and information related to customers, it must inform the trader in advance of the nature of the services, the associated risks, commissions, and expenses it will bear as a result of dealing with it, and confirm the confidentiality of all information and orders related to customers, and take the necessary measures to prevent the use of such information and data in accordance with the purpose for which they were obtained.
Ensure that it does not access information or data in its systems or modify them before the authorized person.
Not publish any misleading or incorrect information or data in any media channel or any other means.
Update all information and data contained in its systems, including all documents related to its activities and employees, in the electronic system of the Authority.

Article 73
Trading by employees of the licensed entity must be in accordance with the following rules:

Trading must not be conducted through the licensed entity by any employee working in it, unless the management of the licensed entity rules otherwise, and this must be kept confidential.
Trading must be approved in advance by the General Manager or the Executive Director of the licensed entity.
Employees must notify the licensed entity in advance of all their personal accounts, including those of their spouses and children, in the stock exchange, and provide any additional information requested regarding those accounts.
The licensed entity must notify the stock exchange of all trading accounts of employees in the categories specified in paragraph (3) of this Article.
The licensed entity must verify that employees comply with legal requirements when conducting transactions.
The licensed entity must maintain a record of transactions conducted by employees and must review this record in accordance with the advance notification obligation.

Article 74
The licensed entity must safeguard the funds of traders as follows:

Depositing the personal funds of traders in separate accounts from the entity's accounts, which are called "trader accounts". The amounts included in the trader's funds, including purchases, sales, and profits, must not be affected or subject to any claims against the licensed entity's assets or liquidation in all circumstances.
Using the deposited funds in the trader's account to settle the trader's obligations with others or creditors is prohibited unless it is for the benefit of that trader.
If a trader does not have sufficient funds to cover his obligations or in case of a bounced check, the licensed entity must not cover the deficit in the trader's account from the funds of other traders.
The licensed entity must not use the deposited funds in the trader's account for any other operations or purposes, such as guarantee or pledge operations.
The licensed entity must periodically convert the commissions and fees due to it from the trader into cash.
The reports provided by the licensed entity to traders must include audited and unaudited reports on the amounts deposited in the trader's account and the amounts due to the trader.
The licensed entity must not charge interest on amounts due to the trader against amounts owed by the trader, unless it is licensed to conduct financing activities.

Article 75
The licensed entity must safeguard the securities it holds for traders as follows:

Not hold securities on behalf of traders unless it is licensed to do so, and this must be permitted by the Executive Director or General Manager of the licensed entity, with a contract specifying the terms of their management, and in no case should the securities be affected by any claims against the licensed entity's assets or liquidation.
Maintain accurate and separate accounts for traders on a continuous basis, and the office must record daily transactions for each trader and each account.

Article 76
In the event of a discrepancy between the records of the licensed entity and the trader's account, or with another party holding funds or securities with a bank or other party, the licensed entity must resolve this discrepancy within a period not exceeding three (3) working days. In all cases, it must ensure on a daily basis that the records of the licensed entity match the trader's account or with another party holding funds or securities with a bank or other party.

Article 77
When opening a trader's account, the licensed entity must:

Ensure that the trader is aware of the relevant rules and procedures and all associated expenses and commissions.
If the trader does not have an account with the licensed entity, a written contract must be concluded with the trader specifying the services to be provided and the expenses and commissions he will bear.
Verify the authenticity of the trader's signature, identity, and capacity to contract, and the licensed entity bears responsibility for the authenticity of the signature.
Take the necessary measures to obtain complete and correct information and data in accordance with the "Know Your Customer" (KYC) requirements to determine the trader's objectives and update the information and data related to him on a regular basis.
Comply with all agreements, laws, regulations, and decisions issued to combat money laundering and terrorist financing.

Article 78
The licensed entity dealing with orders to buy or sell securities from traders must have a system that ensures fairness in issuing, executing, and distributing orders.

Article 79
The licensed entity must:

Send a statement to the trader's account at the end of each month at least once, and every six (6) months in case of withdrawal of securities or funds from the account.
Confirm the execution of every buy or sell transaction through the confirmation system within twenty-four (24) hours of execution, or notify the trader in case of non-execution.

Article 80
The licensed entity must notify the Authority in advance of any activities it intends to conduct through its branches.

Article 81
The licensed entity must notify the Authority immediately upon the occurrence of any of the following:

Any change in the name or address of the company or its branches, or the name or address of foreign company branches.
Any amendment to its system or any other change to the company.
Any change in the General Manager, Executive Director, or any employee in the senior management, or any case of resignation, termination of employment, or cessation of service by any of them, without prejudice to Article 25 regarding any change in the persons mentioned.
Termination of the service of the internal auditor or compliance officer.
Closing any branch or terminating dealings with any agent within or outside the Sultanate of Oman.
Any change in the external auditor.
Any mortgage or attachment on its assets or revenues.
Any event that may negatively affect its assets or revenues, or any lawsuit filed against it that may have a negative impact on its assets or revenues.

Article 82
The licensed entity licensed to conduct activities related to trading in non-Omani securities must submit an annual statement to the Authority according to the prescribed model within five (5) working days from the end of the period, containing:

The name of the security traded.
The issuing entity of the security.
The country whose laws govern the security.
The number and value of securities traded by traders.

Fifth Branch
Ownership of Licensed Entities

Article 83
The licensed entity must prepare financial reports in accordance with the Authority's requirements and standards, including the balance sheet, income statement, cash flow statement, statement of changes in equity, comprehensive income statement, and notes to the financial statements, along with the auditor's report on the financial statements.

Article 84
The licensed entity must prepare unaudited quarterly financial data for the first, second, and third quarters of its financial year and submit them to the Authority through the electronic reporting system within fifteen (15) days from the end of the relevant quarter, or thirty (30) days for entities with affiliated entities. It must also prepare audited annual financial data in accordance with International Financial Reporting Standards and submit them to the Authority within two months from the end of the financial year or fourteen (14) days before the convening of the general meeting of shareholders.

Article 85
The licensed entity must notify the Authority of a report on its capital adequacy within five (5) working days from the end of each month. It must also notify the Authority of an annual report within two months from the end of the financial year, prepared according to the model prescribed by the Authority, stating the opinion of an approved external auditor on whether the licensed entity's system ensures that its capital does not fall below the required minimum. The Authority may request additional reports on capital adequacy during all circumstances. The licensed entity may make these reports available to the public through the electronic reporting system.

Article 86
The licensed entity must notify the Authority of a report on its commitment on an annual basis according to the prescribed model within the end of January of each year, or for a shorter period if requested by the Authority.

Article 87
The licensed entity must notify the Authority of the monthly balance of traders' funds according to the prescribed model. It must also notify the Authority of an annual report prepared by an approved external auditor to verify compliance with the rules regarding traders' funds in this Regulation. In all cases, it must notify the Authority within the period specified by the Authority of any related reports, data, or information.

Sixth Branch
Capital Increase, Reduction, and Merger

Article 88
Except for commercial banks, no person may own more than 20% of the voting shares of a licensed entity without prior approval from the Authority. For this purpose, the term "person" includes the natural person, spouse, and first-degree relatives of the person, as well as companies in which they own any shares, and legal persons or entities owning more than 20% of the voting shares of any company.

Article 89
The licensed entity may not increase or reduce its capital without prior approval from the Authority. Upon acceptance of the request, the licensed entity must complete the capital increase or reduction procedures at the competent authority and obtain a certificate from the updated commercial register.

Article 90
The licensed entity may merge with another licensed entity only after obtaining prior approval from the Authority. Upon acceptance of the request, the licensed entity must complete the merger procedures at the competent authority.

Article 91
After completing the merger process, the licensed entity must submit a copy of the certificate from the new commercial register to the Authority, along with all documents and data.

Article 92
If the merger process involves a transfer of license from the merged or merging licensed entity to the new or merging licensed entity, the new or merging licensed entity must notify the Authority of its decision to transfer the license within the circumstances specified by the Authority, after the completion of the merger process.

Article 93
In the case where the merged licensed entities were licensed to conduct the same activities, all licenses granted to the merged licensed entity are considered automatically cancelled from the date of completion of the merger process.

Article 94
The new or merging licensed entity must decide to issue a new license after the completion of the merger process, notify the Capital Market Authority and the relevant entities, and publish a copy of the decision in the official gazette.

Seventh Branch
Credit Rating Companies

Article 95
No one may conduct activities related to credit rating without prior approval from the Authority.

Article 96
The activities of credit rating companies include:

Analyzing and evaluating the credit management capabilities of issuers, including financial companies, governments, and financial obligations, and evaluating credit risks related to securities, debt instruments, structured finance products, and specific time-bound debts.
Issuing credit ratings through multiple channels available to the public, such as websites, upon request from customers or for subscribers, serving as a professional opinion on the degree of credit risk.
Conducting a comprehensive analysis of available data and financial information, including financial performance, leverage, liquidity, debt levels, and other factors affecting credit management.
These reports aim to enhance transparency in information and reports about issuers, helping investors make informed decisions and reduce uncertainty in the financial market.

Article 97
The applicant for a license to conduct credit rating activities must submit a request to the Authority accompanied by the following documents and data according to the prescribed model:

A power of attorney issued by the management of the credit rating company to the person authorized to complete the licensing procedures on their behalf.
A statement from the applicant regarding the ownership structure, including the names and qualifications of the owners, their percentage of ownership in the company, and that they own more than 5% of the capital.
A statement that no criminal record or conviction for a crime involving dishonesty, fraud, or moral turpitude has been issued against any of the owners in the past five (5) years, and that this ruling is binding even if it is subject to appeal, in accordance with the Commercial Companies Law or other laws.
The proposed capital must not be less than two million Omani Rials (2,000,000).
A work plan covering the scope of work for the requested license, including expected or potential investment risks and services to be provided.
A declaration according to the prescribed model confirming that the credit rating company has sufficient expertise and resources to conduct the activities.
Confirmation of the ability to repay the determined fees.

Article 98
The Authority must decide on the request within fifteen (15) working days from the date of submission, provided that the required documents and data are complete. If the preliminary approval is issued, the company must complete the registration procedures in the commercial register. The required license must be issued within six (6) months from the date of preliminary approval, otherwise the approval is considered void.

Article 99
The application for final approval of the license must be submitted within six (6) months from the date of preliminary approval, accompanied by the following documents and data according to the model prescribed by the Authority:

A copy of the registration certificate from the commercial register, including the registration number and date.
A copy of the memorandum and articles of association, including any amendments made.
A statement from the management of the credit rating company regarding the qualifications and experience of the executive and management members, and any changes to this data.
A statement confirming that the employees meet the minimum qualifications and experience determined by the Authority.
Any other documents related to the organization of the activities of the license applicant as determined by the Authority.
Confirmation of the ability to repay the determined fees.

Article 100
The Authority must decide on the license application within fifteen (15) working days from the date of submission of all documents and data. The decision must be issued by the Executive Director. The license period is one (1) year, renewable annually.

Article 101
The Authority must notify the Capital Market Authority and the relevant entities of the license, and make the license available in all circumstances through all available means.

Article 102
The credit rating company must renew its license within thirty (30) days from the date of issuance, and the Authority may renew this license for a similar period. The license is considered void if not renewed without conducting the activities.

Article 103
The Authority must register credit rating companies in a special register prepared by it, containing the company's CR number, name, management, capital, and information about its branches and offices. The company must display the license certificate in a prominent place in all its headquarters and offices.

Article 104
Credit rating companies wishing to provide services in the Sultanate of Oman without having branches or offices there are exempt from the procedures of obtaining a license to open a branch or representative office in the Sultanate of Oman, as determined by a decision of the companies' council.

Article 105
Credit Rating Agencies must:

Provide all resources necessary to conduct adequate credit rating evaluations, and update and monitor them.
Take all reasonable steps to avoid conflicts of interest in the credit rating of the entity or instrument, including in the presence of misleading or false information.
Follow a precise, organized methodology for implementing and adopting rating criteria, using the models and methodologies appropriate for the categories of entities or instruments being rated.
Not use information for purposes other than those related to the rating, unless otherwise permitted.
Exercise the necessary care and professional judgment to maintain the independence and appearance of independence of the rating.
Deal fairly and with integrity with investors, the entity or instrument being rated, and other parties.
Ensure that the employees and internal departments possess the necessary qualifications, experience, and skills to perform their duties professionally.
Implement specific procedures and mechanisms to prevent conflicts of interest.

Article 106
The senior managers and key personnel of Credit Rating Agencies must have at least five (5) years of experience in the financial sector, a qualification recognized in the field of analysis or evaluation, and one of the following educational backgrounds: a degree in a relevant field or a degree in finance.

These companies must also be licensed as a credit rating agency, have a good professional reputation for at least ten (10) years, and ensure that other companies providing rating services possess all necessary technical, material, and human resources.

Article 107
Credit Rating Agencies must establish an internal code of conduct committing to comply with professional ethics, not to manipulate data or rating results, not to violate laws, and to maintain confidentiality of information and results. They must also comply with other obligations determined by the Authority, including those related to dealing with parties.

Article 108
Credit Rating Agencies must sign a contract with the dealing party containing all data, rights, and obligations of both parties, and necessary conditions for cooperation. The dealing party must commit to providing all data and information required for the rating, and the Agency must provide a fair and impartial assessment based on the data and information provided, subject to periodic review.

Article 109
Credit Rating Agencies are not permitted to provide services to the parties involved in the relationship.

Article 110
Credit Rating Agencies must report to the Authority any disputes arising from their work immediately upon becoming aware of them, along with any dealings with the dealing parties.

First Branch
Collective Investment Funds
General Provisions

Article 111
Collective Investment Funds aim to invest the funds of investors in various fields on their behalf, in accordance with professional management standards.

Article 112
The Collective Investment Fund is divided into equal investment units. The rights of unit holders are proportional to the value of their shares. Units are issued at the time of subscription.

Article 113
Collective Investment Funds take one of the following forms:

Open-ended Fund: A fund with variable capital that issues new investment units, increasing its capital, and repurchases units, decreasing its capital, based on the net asset value of the fund as determined by the system.
Closed-ended Fund: A fund with fixed capital that does not repurchase its investment units at the end of the fund's duration, nor increase its capital, in accordance with what the system determines.

Real estate investment funds must take the form of a closed-ended fund.

Article 114
Collective Investment Funds are classified according to their nature as follows:

Securities Investment Fund
Money Market Fund
Real Estate Investment Fund
Debt Instruments Fund
Commodity Fund
Exchange-Traded Fund (ETF)
Venture Capital Fund
Private Equity Fund
Waqf Fund
Other Funds
Sustainability Funds
Any other type approved by the Authority

In all cases, the capital of a Collective Investment Fund must not be less than two million (2,000,000) Omani Rials fully paid, or 5% of the capital, whichever is higher, as specified in the regulations for the types of investment funds. The Authority may adopt rules for investment funds.

Article 115
The ownership records of the assets of the Collective Investment Fund are maintained in the name of the financial institution managing the fund, in accordance with Article 38 of the Law, and are not subject to seizure by other service providers.

Article 116
When conducting promotional campaigns or advertisements, the Collective Investment Fund must ensure that the returns and risks of the investment are clearly defined and that the data presented reflects the actual performance of the units issued.

In all cases, promotional or advertising materials must not contain data other than what is issued.

Article 117
The management of the Collective Investment Fund must provide the Authority with all information and documents requested, including visits to the fund's offices or registration offices, and allow the Authority to conduct necessary audits and inspections.

Article 118
If the Collective Investment Fund commits a violation that threatens the stability of the capital market or harms investors or creditors, the Authority may take one or more of the following measures:

Direct the Collective Investment Fund to rectify the cause of the risk or damage within a period determined by the Authority.
Appoint a supervisor to manage the Collective Investment Fund, who will participate in meetings with voting rights but cannot make decisions independently.
Require the management of the Collective Investment Fund to convene a general assembly to take necessary measures to remove the risk or damage within a period determined by the Authority.
Without prejudice to the powers of the Authority, the management or general assembly may appoint one or more representatives to manage the fund temporarily.
Dissolve the management and appoint a new management to continue the fund's operations.
Prohibit the Collective Investment Fund from operating until the cause of the risk or damage is removed.
Prohibit the Collective Investment Fund from operating for a specific period, renewable until the cause of the risk or damage is removed.

Decisions issued in accordance with these procedures are subject to appeal to the Authority in accordance with the provisions of these Regulations.

Second Branch
Registration of Collective Investment Funds

Article 119
Any person wishing to register a Collective Investment Fund must appoint one of the companies licensed by the Authority to manage the fund, either specifically or generally, to handle all registration procedures with the Authority and issue the investment units.

Article 120
The registration manager must submit a registration approval request at least thirty (30) days before the intended subscription start date. The request must be signed by the registration manager and the legal representative of the Collective Investment Fund. The request must include the following documents and data in the forms prepared by the Authority:

The registration prospectus in Arabic and translated into English.
The system of the fund.
The subscription request form.
The registration announcement in Arabic and translated into English.
Any other documents or data requested by the Authority.

Article 121
The Authority shall decide on the request within fifteen (15) working days from the date of receipt. If the Authority does not respond within this period, the request is deemed approved, provided all required documents and data are submitted.

Article 122
The registration manager must complete the registration procedures within three (3) months from the date of the Authority's approval. If the registration manager fails to do so, the approval is considered void.

Article 123
The Authority prepares the register of Collective Investment Funds and records the funds that meet the registration conditions.

Article 124
The registration manager must obtain approval from the Authority for the appointment of service providers before issuing the registration prospectus.

Third Branch
Issuance of Investment Units

Article 125
When offering its units for public subscription, the Collective Investment Fund must offer at least forty percent (40%) of its capital to the public. The Authority may approve a lower percentage. The units may not be repurchased or sold within three (3) years from the closing date of the public subscription.

Article 126
The registration manager may delegate his duties to another licensed financial institution in the Sultanate of Oman, without prejudice to his responsibilities towards investors and the Authority.

Article 127
The registration manager must include in the registration prospectus all necessary information to allow investors to make an informed decision before issuing the units. The prospectus must be approved by the Authority or published with prior approval. The registration manager is responsible for the accuracy of the data and information contained in the prospectus.

Article 128
The Authority may request additional information or clarification from the registration manager for the purpose of preparing the prospectus.

Article 129
The Authority issues its decision to approve the registration prospectus within five (5) working days of receiving all requirements. The registration manager and the Collective Investment Fund are responsible for the accuracy of the data and information in the prospectus.

Article 130
The registration manager must provide the Authority with an electronic copy of the approved prospectus within two (2) working days from the approval date, via the Authority's electronic system or the Securities Market Information Network, excluding any confidential information.

Article 131
The registration manager must publish the registration announcement in both Arabic and English at least seven (7) days before the start of the public subscription.

Article 132
The registration manager must invite the public to subscribe within thirty (30) days from the date of the Authority's decision approving the prospectus. The subscription period must not exceed fifteen (15) days as specified in the prospectus. The Authority may approve an extension of the subscription period for a similar duration. In the case of private subscription, the period must not be less than the minimum period specified.

Article 133
The registration manager must immediately notify the Authority of any modification or change to the approved prospectus. Any modification or change must be approved by the Authority before implementation. Any modification or change must be published in a manner approved by the Authority, in both Arabic and English. If the modification or change is material and affects the Collective Investment Fund, the Authority may cancel the registration and require the registration manager to refund the funds to subscribers.

Article 134
Licensed financial institutions operating in the Sultanate of Oman may receive subscription requests through electronic subscription systems linked to the Authority or other approved methods.

Article 135
The registration manager must appoint at least three (3) entities to receive subscription requests as per Article 134. In the case of private subscription, these entities must be appointed in consultation with the Collective Investment Fund. The registration manager must define the duties and responsibilities of these entities and coordinate with them regarding the subscription procedures. The registration manager must provide the necessary data and information to the entities and coordinate with the depository regarding coverage. The registration manager must refund any excess amounts to subscribers within three (3) working days after the subscription closes.

Article 136
Units must be distributed among subscribers proportionally to the number of units subscribed. If subscriptions exceed the number of investment units offered, the Authority may determine a minimum number of units to be distributed to each subscriber, and the remaining units shall be distributed equally among all subscribers.

Article 137
Investment units may not be increased beyond those in the approved prospectus without a decision by the general assembly of the Collective Investment Fund.

Article 138
The registration manager is responsible to the Collective Investment Fund and subscribers for any damages resulting from negligence in performing their duties. Financial penalties may be imposed on the registration manager in proportion to the duties entrusted to them for receiving subscription requests.

Fourth Branch
Investment Rules

Article 139
The Collective Investment Fund must invest at least seventy-five percent (75%) of its capital in achieving its investment objectives.

Article 140
A securities investment fund must comply with the following rules:

It may not own more than ten percent (10%) of any issued securities.
Its investments in financial instruments issued by a single issuer must not exceed ten percent (10%) of the fund's net asset value.
It may not invest more than ten percent (10%) of its net asset value in securities listed on the same market.

Article 141
The Collective Investment Fund may not invest more than thirty percent (30%) of its net asset value in the real estate sector.

Fifth Branch
Listing and Trading of Investment Units

Article 142
The listing and trading of investment units of closed-ended funds is conducted in accordance with the provisions of this Law and these Regulations. The listing and trading of units of open-ended funds is also permitted in the stock exchange.

Article 143
The provisions of listing and trading of funds listed in the stock exchange apply to the listing and trading of their units, including the stock exchange and trading rules.

Article 144
The management of a Collective Investment Fund not listed in the stock exchange must prepare a register for the purpose of recording and preserving the ownership of investment units. The register may be appointed by the fund to record and preserve ownership. Ownership of investment units is transferred by contract, and the fund must record the transfer of ownership within three (3) days from the date of delivery of the documents.

Sixth Branch
Calculation of Net Asset Value and Fair Value

Article 145
The provisions of this branch apply to the repurchase and issuance operations of investment units of open-ended funds.

Article 146
The net asset value of the assets of the open-ended Collective Investment Fund must be calculated within the periods specified in the fund's system. The net fair value must be determined and announced within seven (7) days at most. The net asset value must be shown at any time the financial data is updated.

Article 147
The open-ended Collective Investment Fund may not repurchase or issue investment units based on the net asset value per unit (NAV per Unit) in accordance with International Financial Reporting Standards (IFRS). If the net fair value of the units is less than the net asset value, the repurchase price must not exceed ten percent (10%) of the net asset value. This applies to the fund's net asset value at the time of repurchase.

Article 148
The calculation of the net fair value or net asset value must not include expenses that investors may have incurred for repurchase or issuance.

Article 149
Each purchase or sale of financial instruments by the Collective Investment Fund must be recorded such that the net asset value is calculated within the first transaction after the operation, and the results are shown within the next reporting period in accordance with IFRS and the financial reports and instructions issued by the Authority.

Article 150
The calculation of the net asset value of the assets of the Collective Investment Fund must be performed before the first repurchase or issuance operation and after the operation.

Article 151
The system of the Collective Investment Fund must include the method for valuing financial instruments, including those listed in the stock exchange or unlisted, and those not traded for twenty (20) working days prior to the valuation date. The methods for valuing non-financial instruments used in calculating the net asset value must be determined based on the net fair value.

Seventh Branch
Repurchase and Issuance of Investment Units

Article 152
The provisions of this branch apply to the repurchase and issuance operations of investment units of the open-ended Collective Investment Fund.

Article 153
The open-ended Collective Investment Fund must issue a prospectus at least annually, including at least an annual report.

Article 154
All orders for repurchase or issuance of units of the Collective Investment Fund are executed at the price of the net fair value or the net asset value per unit determined by the fund. Orders received after the close of business on any working day are considered received on the next working day. The fund must keep a record of repurchase and issuance orders.

Article 155
The Collective Investment Fund must immediately calculate the net fair value or net asset value and confirm to the investor the nature of the transaction, the value, the number of units, the repurchase or sale price, and the date of execution.

Article 156
The registration expenses are determined as a percentage of the value of the issued amounts, and the repurchase expenses are determined as a percentage of the value of the repurchased amounts.

Article 157
The investor must pay the value of the order to purchase units within three (3) days from the date of determining the issuance price.

Article 158
The Collective Investment Fund must annually announce the procedures to be followed for repurchase or issuance of investment units, including the documents and information required. This must be included in the prospectus issued by the fund.

Article 159
If the Collective Investment Fund determines that the repurchase requirements are not met, it must notify the investor who submitted the repurchase order by the end of the next working day, indicating the failure to meet the requirements and the procedures to be completed.

Article 160
The Collective Investment Fund must pay the value of the repurchased units to the investor within three (3) working days from the date of calculating the net fair value or net asset value used to determine the repurchase price, after deducting expenses.

Article 161
The Collective Investment Fund may not suspend the investor's right to repurchase units in the following cases:

Suspension of trading in financial instruments representing at least fifty-one percent (51%) of the fund's total capital.
If the fund's system specifies suspension conditions within the limits determined by the system for repurchase.
In exceptional cases approved by the Authority.

The fund must notify the Authority of the suspension of repurchase procedures by the end of the next working day after the suspension date. The fund must also notify the Authority of the resumption of repurchase procedures within the period determined by the Authority.

Eighth Branch
Management of Collective Investment Funds

Article 162
The management of the Collective Investment Fund is exercised by a board of directors elected by the general assembly before its formation, in accordance with the fund's system. The board must consist of at least three (3) and no more than seven (7) members, either individually or collectively. The chairman of the board represents the Collective Investment Fund. The first board of directors is appointed by the registration manager for a period not exceeding one year from the date of its registration, in coordination with the Authority.

Article 163
The board of directors must be formed in accordance with the following minimum numbers:

Minimum number of board members: 3
Maximum number of board members: 12
The Authority determines the cases in which the board is considered formed, in accordance with the organized governance principles and principles of independence.

Article 164
The conditions for membership in the board of directors of the Collective Investment Fund are as follows:

Be a natural person.
Have a good reputation and integrity.
Have at least five (5) years of experience in the operation of financial instruments.
Have a number registered with the depository.
Not have been convicted of a felony or crime involving moral turpitude, or declared bankrupt, or declared incompetent, or declared missing.
Not have been dismissed from the position of a member of the board of directors of a fund or company for reasons related to the fund or company.
Not be a member of more than four (4) boards of directors of investment funds, or more than two (2) boards of directors of investment funds, including the Collective Investment Fund.
Not be a member of the board of directors of a similar investment fund managing a Collective Investment Fund in the Sultanate of Oman.

In all cases, if the member is independent, they must declare their independence. If they lose their independent status, they must resign.

Article 165
The Collective Investment Fund may not hold less than the minimum number of investment units determined by the system for the membership of the board of directors.

Article 166
The term of office of the members of the board of directors of the Collective Investment Fund is three (3) years from the date of the general assembly meeting where the election was held. If the next three annual meetings are not held within three years from the date of the meeting, the term of office of the members extends until the next annual general meeting.

Article 167
The request for membership in the board of directors of the Collective Investment Fund must be submitted to the Authority at least five (5) days before the specified date of the meeting. The Authority must publish a summary of the candidates in the stock exchange at least three (3) days before the date of the general assembly meeting.

Article 168
The Authority reviews and approves the legal documents of the Collective Investment Fund to verify that they meet the required conditions and to record all required data at least three (3) days before the date of the general assembly meeting.

Article 169
The election of the members of the board of directors of the Collective Investment Fund is conducted by ballot. Each holder of investment units has one vote for each unit owned. The number of votes is equal to the number of units owned. The candidates are elected from among those nominated, provided that the total number of votes given does not exceed the number of units owned. The election is conducted by ballot.

Article 170
The election of the Board of Directors of the collective investment fund shall be conducted in accordance with the provisions of this Regulation. The General Assembly shall be convened to elect the Board within a period not exceeding thirty (30) days from the date of its dissolution. In the event that the General Assembly fails to elect the Board within the specified period, the Board shall be liable to compensate the collective investment fund for any damages suffered as a result thereof.

Article 171
If the General Assembly fails to elect the Board of Directors of the collective investment fund, and the number of members is less than the minimum number specified in the fund's bylaws, the General Assembly shall be convened again within a period not exceeding sixty (60) days from the date of the previous dissolution to elect the remaining members.

Article 172
If a vacancy arises in the Board of Directors of the collective investment fund for any reason other than the expiration of the term, the following shall apply:

The Board shall fill the vacancy from the list of candidates who received the highest number of votes in the elections held before the General Assembly, in accordance with the fund's bylaws. If the number of vacancies equals or exceeds the number of candidates who received the highest votes, the Board shall choose one or both of them. If no candidates are available, the Board shall choose from the list of candidates for the next ordinary General Assembly.
If the number of vacancies reaches or exceeds half the number of members of the Board, the General Assembly shall be convened to elect new members within a period not exceeding sixty (60) days from the date of the other vacancy. In all cases, the remaining members shall complete their term as previously elected.

Article 173
The following shall be observed in the meetings of the Board of Directors of the collective investment fund:

The number of attendees shall not be less than two-thirds of the members, including their proxies.
No member of the Board of Directors of the collective investment fund shall participate in the discussion or voting on any matter in which they, their spouse, or their relatives up to the second degree have an interest.
Decisions of the Board of Directors shall be adopted by a majority of the votes of the attending members.
A record of the decision and the circumstances under which it was adopted shall be recorded in the minutes of the Board of Directors meeting.
The Board of Directors of the collective investment fund shall meet at least four (4) times a year, with no more than four (4) months elapsing between any two meetings.

Article 174
The Board of Directors may hold its meetings through any means of communication that allows for simultaneous interaction, such as modern technical means, provided that the presence of a majority of the members is verified and their decisions are adopted by a majority vote.

Article 175
The Board of Directors may issue its decisions by circulation, provided that:

The decision does not relate to financial data.
The proposed decision is sent to all members, accompanied by all necessary documents and evidence for the necessary study and adoption of the decision.
Each member states their position on the decision, along with written reasons for any deviation.

Article 176
The Authority may, upon request from holders of investment units, suspend the implementation of decisions of the General Assembly of the collective investment fund if they represent five percent (5%) or more of the units, and if such decisions are issued to the detriment of a specific category of unit holders or for the benefit of the Board of Directors, provided that serious reasons are established. Such a request must be submitted within five (5) working days from the date of issuance of the General Assembly decisions. Any interested party may file a lawsuit before the competent court to annul the decisions within five (5) working days from the date of issuance of the suspension decision, and failure to do so shall render the suspension ineffective.

Article 177
The Board of Directors of the collective investment fund shall be responsible for supervising the investment manager and other service providers, in coordination with the Authority, to ensure the preservation of the interests of the unit holders of the collective investment fund.

Article 178
The Board of Directors of the collective investment fund must exercise supervision over the fund's operations in the following manner:

Evaluating the investment performance of the collective investment fund by comparing it with the performance of similar funds or any other benchmark, taking into account the investment objectives.
Verifying compliance with the fund's bylaws and the issued regulations, as well as legal requirements.
Evaluating the performance of the investment manager and other service providers.
Ensuring the adequacy of the fund's systems and controls to preserve its integrity, including ensuring the existence of good internal control mechanisms.
Verifying the adequacy of the investment manager's systems and controls to ensure they work to achieve the interests of the unit holders of the collective investment fund.
Taking measures to avoid conflicts of interest and removing any situations that conflict with the interests of the unit holders.
Ensuring that when a company operates in more than one capacity, it does not serve more than one collective investment fund.
Appointing and dismissing service providers and determining their fees, except for the auditor.
Immediately notifying the Authority of any breach of the requirements of this Regulation or any fundamental change within fourteen (14) days from the date the information was provided to the Authority.

Sharia Compliance Supervision Committee for Collective Investment Funds

Article 179
The Board of Directors of the collective investment fund must comply with the investment manager and ensure the compatibility of the fund's operations and investments with Sharia principles at all times, through one of the following means:

Establishing a Sharia Compliance Supervision Committee within the fund.
Relying on the Sharia Supervision Committee available at the investment manager.
Contracting with a specialized institution or provider of Sharia compliance services that has another Sharia Supervision Committee.

Article 180
In the case of establishing the Sharia Compliance Supervision Committee, it must consist of at least three (3) independent members. The Board of Directors of the collective investment fund may appoint members from the Board of Directors of the investment manager, provided that the number of members does not be less than three (3) individuals with the competence to perform their duties, and that the presence of a majority of the members is verified for the committee to validly convene and its decisions to be adopted by a majority vote. The committee may also hold meetings without a quorum, provided that each member has a single vote.

Article 181
The Sharia Compliance Supervision Committee shall perform the following tasks:

Verifying the progress of investments in all fields from the investment manager in accordance with the principles of Sharia compliance.
Providing expert advice and guidelines on Sharia regulations and directives in all matters related to the fund's structure, issuance, and operation.
Reviewing the investment manager's report on maintaining the fund's assets or its compliance with Sharia principles in its transactions.
Preparing a report to be included in the fund's interim or annual report, stating whether the fund's operations during the period were in accordance with Sharia principles or not.

Article 182
Members of the Sharia Compliance Supervision Committee must:

Observe integrity and fairness in performing their duties.
Exercise caution in performing their duties in accordance with laws and regulations.
Any member appointed to the Sharia Compliance Supervision Committee must be independent and not be an employee of the investment manager operating the collective investment fund for which they are appointed.

Article 183
The term of office of the Sharia Compliance Committee shall be five (5) years. If a seat becomes vacant, the Committee shall choose another member to complete the remaining term before the end of the term.

Article 184
The Sharia Compliance Committee may hold its meetings through any means of communication that allows for simultaneous interaction, such as modern technical means, provided that the presence of a majority of the members is verified and their decisions are adopted by a majority vote.

Article 185
The Sharia Compliance Committee may issue its decisions by circulation, provided that the majority of its members approve, and that:

The proposed decision is sent to all members, accompanied by all necessary documents and evidence for the necessary study and adoption of the decision.
Each member states their position on the decision, along with written reasons for any deviation. In case of impossibility of reaching the members, the reasons shall be recorded in the minutes of the committee meeting.
Decisions adopted by circulation shall be recorded with reservations by the members, or if they could not be reached, the reasons for their non-reach shall be recorded in the minutes of the committee meeting.

Article 186
The Board of Directors of the collective investment fund and the investment manager must not interfere in the work of the Sharia Compliance Supervision Committee in performing its tasks. They must enable the Committee to access information and documents related to the fund's investments and provide it with the necessary assistance.

General Assembly of Collective Investment Funds

Article 187
The General Assembly is the supreme authority of the collective investment fund, consisting of all holders of investment units.

Article 188
Each holder of an investment unit shall have one vote for each unit they own, represented in writing according to the model prepared for that purpose. Holders of investment units have the right to vote through proxies or electronic systems, in accordance with the mechanism specified in the fund's bylaws.

Article 189
Holders of investment units under custody or pledge may appoint a representative to vote at the General Assembly meeting, provided that this representation is within the terms of the agreement between them.

Article 190
An ordinary General Assembly meeting shall be held within ninety (90) days from the end of the financial year, to elect the Board of Directors of the collective investment fund, appoint and determine the fees of the auditor, and dismiss them. The Assembly shall also review and approve the report of the Board of Directors for the expired financial year, approve transactions with related parties, approve the proposed distribution of profits to unit holders, review the auditor's report on the audited financial statements of the collective investment fund for the expired financial year, and approve the compensation of the Board of Directors members.

Article 191
The Ordinary General Assembly has the authority to decide on all matters not assigned to the Board of Directors of the collective investment fund in accordance with the provisions of this Regulation and the fund's bylaws. If the necessity arises or a request is made by holders representing at least ten percent (10%) of the capital, the Ordinary General Assembly shall be convened within thirty (30) days. If the Board of Directors fails to convene the Assembly within this period, the investment manager shall convene it within thirty (30) days from the date of their failure, in accordance with the previous paragraph.

Article 192
The Extraordinary General Assembly has the authority to consider:

Amending the fund's bylaws.
Changing the fund's investment objectives.
Modifying the deadlines for net asset value or its calculation methods.
Reducing the number or limits of redemption.
Changing the status of the collective investment fund through merger, division, or transformation.
Dissolving the collective investment fund.

Article 193
The Extraordinary General Assembly shall not be convened unless convened by the Board of Directors of the collective investment fund. If the Board fails to convene it, the investment manager shall convene it. The invitation shall be valid if it includes a schedule of actions according to the model prepared, signed by the Chairman of the Board of Directors or their deputy, and the auditor or their deputy, under all circumstances.

Any proposal included in the schedule of actions must be submitted by holders of at least five percent (5%) of the capital at least fourteen (14) days before the meeting date, to the holders of investment units.

Article 194
The Chairman of the Board of Directors of the collective investment fund or the investment manager must issue the invitation to the General Assembly, including the schedule of actions, for approval by the Authority. The Chairman of the Board of Directors or the investment manager shall bear responsibility for the accuracy of the data contained therein.

Article 195
The Chairman of the Board of Directors of the collective investment fund or the investment manager must announce the invitation to the General Assembly and the schedule of actions on the fund's electronic website, in Arabic, and in any other electronic system issued by the Authority, at least fifteen (15) days before the scheduled meeting date.

Article 196
Holders of investment units who meet or proxy for each other may convene a General Assembly without adhering to the prescribed provisions, provided that their decisions are within their competence.

Article 197
The depository institution shall organize the administrative affairs of the General Assembly in accordance with the controls and procedures issued by the Authority.

Article 198
The General Assembly shall be validly convened if holders of at least fifty percent (50%) of the investment units are present in the case of an Ordinary General Assembly, and at least sixty percent (60%) in the case of an Extraordinary General Assembly. If the required quorum is not met, the invitation shall be sent to a second meeting within thirty (30) days, announced through one of the means specified in the first paragraph, at least one week before the scheduled meeting date. The second Ordinary General Assembly shall be valid regardless of the percentage of holders present, provided that holders of at least fifty percent (50%) of the investment units are present.

Article 199
The Chairman of the Board of Directors of the collective investment fund or their deputy shall preside over the General Assembly meeting. In the absence of the Chairman or their deputy, or in the event of a failure to convene the Assembly, the investment manager or the Chairman of the Board of Directors of the collective investment fund or their deputy shall preside, and they shall appoint a secretary. The meeting shall be recorded in minutes, which shall include the discussions, proposed decisions, and decisions adopted. Any holder of investment units shall have the right to review these minutes and vote.

Article 200
The Board of Directors of the collective investment fund must respond during the General Assembly meeting to any inquiries regarding the items on the schedule of actions, including any inquiries about the financial statements audited or related to the legal status of the collective investment fund.

Article 201
No member of the Board of Directors of the collective investment fund may participate in voting on General Assembly decisions regarding the determination of their compensation or their decisions. Parties with a direct interest in such decisions may not participate in voting. Decisions shall be adopted by a majority of the votes of those present after excluding the votes of interested parties.

Article 202
Voting on General Assembly decisions regarding the election or dismissal of the Board of Directors of the collective investment fund shall not be public, but secret.

Article 203
Decisions of the Ordinary and Extraordinary General Assemblies shall be adopted by an absolute majority, unless a higher percentage is specified in the fund's bylaws.

Article 204
The collective investment fund must prepare a statement of the number of units, including proxies, and the number of investment units of the fund, signed by the legal representative in case of absence, and presented to the Chairman of the General Assembly meeting.

Article 205
The minutes of the General Assembly meeting of the collective investment fund shall be prepared in electronic or paper form, listing the legal representatives present, the decisions adopted, the number of votes for and against each decision, and the discussions. Any reservations or objections raised by unit holders during the meeting shall be recorded in the minutes.

In the event that the collective investment fund amends its bylaws, the minutes of the meeting, signed by the Chairman, shall be attached to the legal representative's application for amendment to the Authority.

Article 206
The collective investment fund must deposit the minutes of the General Assembly meeting with the Authority within seven (7) working days from the day following the meeting. The Authority shall issue a receipt for a fee of four (4) dinars. If the election of the Board of Directors members was held, a copy of the minutes shall be attached to the application for registration with the Authority.

Article 207
Holders of investment units may review the minutes of the General Assembly meeting at the fund's headquarters. Any interested party may also request a copy of the minutes from the Authority against a fee determined by the Authority.

Article 208
The Authority may appoint an auditor to supervise the procedures related to the General Assembly meeting and the decisions adopted.

Distribution of Profits and Other Rights of Collective Investment Funds

Article 209
The distribution of interim or annual profits shall be by decision of the Ordinary General Assembly. With the approval of the Ordinary General Assembly, a portion of the profits may be converted into additional investment units for the holders of those units, increasing their net value by the value of the issued capital.

Article 210
The distribution of profits to unit holders is not permitted in the following cases:

If the distribution is subject to the fund's ability to pay its debts and meet its financial obligations on time.
If the distribution was fictitious.
If the fund is in a state of insolvency and the distribution is not fully covered.
Creditors of the fund and the Board of Directors who approved or proposed the distribution may request the competent court to annul any distribution made in violation of this, within the limits of the distribution of profits before the creditors.

Article 211
No distribution may be made from the distributable profits after deducting all necessary costs.

Changes in Capital

Article 212
The Board of Directors of the fund must take all measures to ensure the preservation of the capital. In the event that the fund's capital falls below twenty-five percent (25%) of its initial capital, the Board must take necessary measures to address the causes and restore the capital. The Board must also convene an Extraordinary General Assembly to adopt necessary decisions if the fund's capital falls below fifty percent (50%) of its initial capital. The Assembly shall be convened within thirty (30) days from the date the Board determines the percentage of capital loss.

Article 213
The Extraordinary General Assembly may decide to reduce the capital of the collective investment fund, provided that such reduction does not exceed the fund's needs. The reduction shall not be less than the minimum limit specified in this Regulation. The Extraordinary General Assembly may also decide to reduce the capital if the fund incurs losses.

Article 214
The Extraordinary General Assembly may decide to increase the capital of the collective investment fund. If the issued capital reaches the maximum limit or the closed-end collective investment fund cannot issue additional capital, the increase may be made through subscription. If the issued capital for the fund has not reached the maximum limit, the Board of Directors may decide to increase the capital, provided that the increase is within the limits of the maximum capital. The increase may also be made by converting fund debts into equity or in-kind contributions.

Subscription Rights

Article 215
The Board of Directors of the closed-end collective investment fund must invite holders of investment units to increase the capital through subscription, and convene an Extraordinary General Assembly to approve the proposal. The proposal must include a schedule of actions specifying the subscription price, the number of units to be issued, and the qualifications and experience of the subscribers, in addition to the expected benefits and advantages for them. If the proposed number of units is for related parties, the invitation must inform the holders of investment units of this, and specify the related parties and the Extraordinary General Assembly meeting to approve it.

Article 216
The collective investment fund must ensure that the proposed number of units covers the number of units to be issued before the Extraordinary General Assembly meeting.

Article 217
After the issuance of the closed-end collective investment fund, the manager shall submit to the Authority a request for approval of the Extraordinary General Assembly, according to the model prepared, and after paying the determined fee.

Article 218
The closed-end collective investment fund shall collect the subscription amounts within thirty (30) days. In case of failure to collect the amounts, the fund shall convene an Extraordinary General Assembly within thirty (30) days from the date of the decision to renew the proposal for subscription.

Article 219
The holder of investment units who has a right to increase the capital in the subscription shall not be permitted to dispose of such units or pledge them to a second degree before one (1) year from the date of their listing in the stock exchange. This registration shall not be effective against the holders of the units, except with the right of priority.

Pre-emptive Subscription Rights in Collective Investment Funds and Waiver Thereof

Article 220
In the case of an increase in capital, each holder of an investment unit shall have a pre-emptive subscription right in the amount equal to the number of units they own. The issuance of investment units in the general subscription shall not be subject to the appointment of three (3) entities to receive subscription requests.

Article 221
During the subscription period, holders of pre-emptive subscription rights may waive or transfer these rights. The transferee shall have the right to subscribe for the increase units to which the transferor was entitled until the end of the period.

Article 222
The closed-end collective investment fund must, after the approval of the issuance regulations, announce the date of the pre-emptive subscription at least five (5) working days before, in an Arabic newspaper. The announcement must include a complete summary of the issuance regulations, including the amount and percentage of the capital increase, the subscription period, the date of the pre-emptive subscription, and the period during which the pre-emptive subscription right or waiver may be exercised. The date of the pre-emptive subscription shall be determined by a decision of the Extraordinary General Assembly or the Board of Directors.

Article 223
The waiver of the pre-emptive subscription right shall begin from the date of listing in the stock exchange and end on the date specified in the issuance regulations, which must be before the end of the subscription period. The waiver shall be independent of the investment units.

Article 224
The Director shall, within five (5) working days at the latest from the date of issuance, prepare a register of shareholders' subscription rights and transfer them to the Central Depository Company for the purpose of trading on the Stock Exchange. The shareholders must complete the transfer process within the specified period.

Article 225
The Director shall, at least three (3) days before the start of the specified period, notify each holder of investment units of their subscription right, accompanied by a summary of the issued prospectus. The Authority shall determine the maximum number of units that may be subscribed for under this right, which shall not exceed fifteen (15) units for every one hundred (100) units held, and the announcement shall be made at least five (5) days before the date of the prospectus.

Article 226
Upon the expiration of the subscription right period, the Director shall submit the final register of shareholders' subscription rights to the subscription entity along with the subscription requests received.

Article 227
The subscription request may include investment units, provided that the increase is fully covered by additional units if determined in the prospectus. If the subscription is not completed before the holders of the investment units, the General Manager of the investment fund must, within the specified period, offer the increase to the general public or shareholders at a price equal to or less than the value of the investment units in which the subscription was not completed.

Second Branch
Mergers of Collective Investment Funds

Article 228
Mergers of collective investment funds may be carried out by one of the following two methods:

Absorption: Where one collective investment fund is dissolved and its assets and liabilities are transferred to another existing collective investment fund.
Amalgamation: Where two or more collective investment funds are dissolved to form a new collective investment fund, with all assets and liabilities of each fund transferring to the new merged collective investment fund.

Article 229
The merger by absorption shall be carried out by following these procedures:

A decision is issued by the board of directors of the merging collective investment fund to merge it into the merged collective investment fund.
The net assets of the merged collective investment fund are calculated based on the latest audited financial statements, in accordance with the rules prescribed by law, and no procedures have been taken to reduce them.
A decision is issued by the board of directors of the merging collective investment fund to increase its capital in accordance with the result.
The capital increase is distributed among the holders of the units in the merged collective investment fund in proportion to their ownership percentage of their units.

Article 230
The merger by amalgamation shall be carried out by following these procedures:

A decision is issued by the board of directors of each collective investment fund intended to be merged to dissolve it and establish a new collective investment fund in accordance with the rules required by these Regulations.
The assets and liabilities of the collective investment funds intended to be merged are evaluated in accordance with the rules prescribed by law, and they are converted to the new collective investment fund.
The capital of the new collective investment fund shall not be less than the net asset value of the assets of the current collective investment funds being dissolved, or the number of investment units or holders of the merged collective investment fund, or its capital, which shall be distributed among the holders of investment units in each collective investment fund in proportion to their units or ownership percentage of the merged fund.

Article 231
The collective investment fund seeking the merger must convene an extraordinary general meeting to approve the merger, accompanied by a memorandum clarifying:

The reasons for the merger and its impact on the collective investment fund and its unit holders.
The agreed merger terms among the collective investment funds seeking the merger.
The result of the evaluation of the assets of each collective investment fund based on the latest audited financial statements, which may not be older than six (6) months.
The entity that conducted the asset evaluation process and the methodology followed.
The date on which the valuation was conducted.

Furthermore, a report from an independent auditor must be attached expressing an opinion on the fair value of the consideration for the units in the merged collective investment fund in the valuation methodology followed, and the fair value of the merged collective investment fund or the new collective investment fund under the circumstances.

Article 232
The collective investment fund must publish the merger decision in the electronic system within seven (7) days from the date of its issuance.
The collective investment fund must notify its creditors of the merger decision. If the merger was announced by decision, they must be notified within thirty (30) days from the date of the decision's announcement. If the collective investment fund is located in the Sultanate of Oman, it must file a lawsuit to annul this decision before the competent court within fifteen (15) days from the date of notification. Filing such a lawsuit shall suspend the merger procedures unless the court orders otherwise, or unless the period specified in this paragraph expires without filing a lawsuit.

Article 233
If no lawsuit is filed within the period specified in the second paragraph of Article 232, the merger decision shall be considered final. The merged collective investment fund shall be dissolved, and all its rights and obligations shall transfer to the new collective investment fund or the absorbing collective investment fund. In the case of merger by absorption, the records of the collective investment funds shall be transferred to the new collective investment funds from the date of the merger contract. In the case of merger by amalgamation, the Authority shall ensure that the creditors' rights are not violated within the limits agreed upon in the merger contract.

Article 234
The boards of directors of the collective investment funds that decided the merger must list the merger as completed and effective.

Third Branch
Liquidation of Collective Investment Funds

Article 235
The board of directors of a collective investment fund must submit a proposal for its voluntary liquidation to the extraordinary general meeting for any of the following reasons:

Expiration of the collective investment fund's term.
Occurrence of any event specified in its system that leads to its dissolution in accordance with the issued prospectus.
Reduction of its net asset value to less than five hundred thousand (500,000) Rials.
Cessation of the collective investment fund's activities without a valid reason.
Reduction of the net asset value to a level below the minimum investment level prescribed.
Based on a decision by the investment manager.
By unanimous agreement of all holders of investment units.
The fund may also be dissolved by a court order upon request by the Authority or interested parties.

Article 236
Upon the issuance of the decision for voluntary liquidation by the extraordinary general meeting of the collective investment fund, the powers of the board of directors of the collective investment fund shall end, and the liquidator shall be appointed implicitly. The liquidator shall be responsible for the liquidation procedures and fees. Upon appointment, the liquidator shall notify the service providers, including the auditors and reviewers registered with the Authority, that they are no longer permitted to practice their profession.

Article 237
If the liquidation is carried out pursuant to a court order or decision, the following procedures must be followed:

The liquidator must notify all creditors by registered letters addressed to their recorded addresses.
If the creditors' addresses are not recorded, they must be notified through the electronic system system by publishing a notice in a newspaper, granting them a period of one hundred and eighty (180) days to submit their claims.
The proceeds from the liquidation shall be used to settle the obligations due by the collective investment fund, after paying the expenses related to the dissolution and liquidation.
The remaining amount shall be distributed among the holders of investment units in proportion to their ownership percentage of those units.
The duration of the liquidation shall not exceed one year from the date of the court order or decision, and it may be extended by a decision from the Authority.
At the end of the liquidation, the liquidator shall submit a report to the holders of investment units, along with a final audit report from an independent auditor on the fund's operations, to be approved by the holders within thirty (30) days from the end of the liquidation.

Article 238
The liquidation operations shall end upon the approval of the holders of investment units on the final report. The liquidator must deposit a copy of the final report with the Authority within seven (7) days from the date of its issuance, and notify the holders of investment units within two (2) days from the date of deposit.

Article 239
The Authority shall issue a decision to cancel the collective investment fund whose liquidation has been completed and its records deleted.

Fourth Branch
Service Providers

First Branch
General Provisions

Article 240
The service provider shall not provide more than one service to a collective investment fund, and shall not perform duties that conflict with the necessary conditions to avoid conflicts of interest. The service provider shall provide its services with the utmost care and diligence to achieve the interests of the fund and its investors.

Article 241
The service provider may be one of the following legal persons:

The administrative manager of the fund.
The investment manager.
The custodian.
The external auditor.
The legal advisor.
Any other entity agreed upon.

Article 242
The service provider must have sufficient resources and financial capabilities to fulfill its obligations.

Article 243
The board of directors of the collective investment fund must entrust the management of the fund to the investment manager.

Article 244
It is prohibited for the collective investment fund to combine the roles of custodian and investment manager. It is also prohibited to combine the roles of fund management and investment manager within the same collective investment fund for the same fund.

Article 245
The competent authority may permit entities licensed to manage investment funds to perform the custodian role for the same fund, provided that they are licensed by the Authority for this purpose.

Article 246
The collective investment fund must enter into a contract with the service provider, and the contract must be reviewed annually by both parties. In all cases, a copy of the contract must be attached to the notification to the Authority, and any changes to the service providers must be reported.

Second Branch
The Custodian

Article 247
The assets of the collective investment fund must be deposited with a custodian within the Sultanate of Oman. If the custodian's main office is located outside the Sultanate of Oman, it may appoint a foreign custodian to deposit the assets outside the Sultanate of Oman. The foreign custodian shall not be released from its obligations unless the main custodian agrees to the contract with the foreign custodian.

Article 248
The board of directors of the collective investment fund must obtain written approval for the contracts with the foreign custodian, provided that these contracts provide adequate protection. The contracts with the foreign custodian must include the same conditions agreed upon in the contract with the main custodian regarding the assets.

Article 249
The contracts with the main or foreign custodian must include at least the following requirements:

Requirements enabling the collective investment fund to exercise its rights regarding the assets held by the foreign custodian.
Internal requirements for asset custody, including the method of custody, the standard of care, and audit reports.
The method and timing of fee payments.

Article 250
The contracts with the main or foreign custodian shall not include any measures other than pledges on the collective investment fund's assets, except for fees and expenses related to their work. They shall not include any expenses or payments to the main or foreign custodian that would affect the ownership of the collective investment fund's assets.

Article 251
The assets of the collective investment fund shall be recorded in the name of the main or foreign custodian, with a distinctive mark or reference number indicating that the assets belong to the collective investment fund. The main or foreign custodian shall not have any other mark or reference number indicating that the assets belong to the collective investment fund.

Article 252
The main or foreign custodian must exercise the highest level of care in safeguarding the collective investment fund's assets and protecting the investors' interests. Both shall be fully liable for any loss or damage to the collective investment fund's assets resulting from their negligence or misconduct, whether before or after them.

Third Branch
The External Auditor

Article 253
The board of directors of the collective investment fund must appoint an external auditor from among the approved audit offices registered with the Authority.

Article 254
The external auditor shall have access to the collective investment fund's books and records to verify the existence of assets and commitments and to provide a report and opinion to the board of directors of the collective investment fund.

Article 255
The external auditor shall not be the auditor of the investment manager of the collective investment fund or the auditor of the fund itself.

Article 256
The external auditor shall not be appointed for more than one (1) financial year, and after no more than four (4) consecutive financial years, they shall not be appointed to the same fund for two (2) years.

Article 257
The external auditor must immediately cease their duties and notify the Authority of the cancellation or suspension of their approval. The board of directors of the fund must take steps to dismiss them and appoint another external auditor.

Fourth Branch
The Legal Advisor

Article 258
The board of directors of the collective investment fund must contract with one of the law offices licensed to practice law in the Sultanate of Oman and registered with the Authority.

Article 259
The legal advisor must perform the following tasks:

Ensuring that the collective investment fund complies with the laws, regulations, and instructions applicable within its scope of work.
Preparing and reviewing the fund's documents and any amendments to ensure they comply with the applicable laws, regulations, and instructions.
Reviewing and approving the issued prospectuses to ensure they comply with the applicable laws, regulations, and the fund's system and internal regulations.
Preparing, reviewing, and approving the contracts and agreements entered into by the collective investment fund, and verifying that all legal requirements are met with the other parties.
Reviewing and approving the agendas of the general assembly meetings and ensuring that the meetings are convened in accordance with the provisions of these Regulations, the Law, and the fund's system.
Verifying the validity of the board of directors of the collective investment fund throughout its term.
Verifying the validity of the convening of the general assembly meetings with the board of directors.
Ensuring that the meetings are convened under the supervision of the board of directors and that all requirements specified in these Regulations are met.
Reviewing and approving the minutes of the general assembly meetings and verifying that they comply with the applicable laws, regulations, and the fund's system.
Reviewing and approving the board of directors' resolutions and verifying that all required information and data are included and that the election process complies with the applicable laws and regulations.
Issuing legal opinions on other matters falling within its scope of work before the board of directors of the collective investment fund.
Performing any other legal duties entrusted to it by the board of directors of the collective investment fund.

Fifth Branch
Issuing Entities

First Branch
General Provisions

Article 260
The competent authority may permit foreign companies and branches operating with approved licenses to provide coverage for their obligations, subject to the Authority's approval for each entity. The foreign company or branch must prove its financial solvency to the Authority. Before granting approval, it may contract with a guarantor, provided that this does not violate the foreign company or branch's obligations.

Second Branch
Issuing Entities' Obligations

Article 261
The issuing entity must disclose the data and information required by these Regulations or the Law through the electronic system system in accordance with the provisions of the Companies Law and the rules specified in those regulations.

Article 262
The board of directors of the issuing entity must adopt internal procedures and policies to ensure:

Fair and timely disclosure of material information about the issuing entity.
The accuracy and sufficiency of the disclosed information to prevent misleading investors.
Preventing any dealings in the entity's financial papers based on non-public information.

Article 263
The board of directors of the issuing entity must ensure compliance with the provisions of the issuing entity's regulations. It must appoint one or more executive management personnel or a person to perform the following tasks:

Speaking on behalf of the issuing entity.
Preparing and issuing the entity's specific data.
Submitting data and information to the Authority, Stock Exchange, analysts, and traders.
Following the trading movement of the entity's financial papers and taking immediate necessary procedures in case of abnormal trading movement.
Informing the executive management of the implementing procedures and the legal and contractual obligations associated with them.
Notifying the Stock Exchange of all contact details of these persons.
Establishing interaction protocols between the issuing entity and the media, investors, and analysts.

Article 264
The persons appointed by the board of directors of the issuing entity to perform the tasks specified in Article 263 of these Regulations must possess:

Full knowledge of the issuing entity's regulations and the data and information disclosed by the issuing entity.
The ability to handle any sudden or unexpected developments.

Article 265
The issuing entity must immediately announce the decisions of the General Assembly. If there is a violation, the Stock Exchange shall suspend trading in the entity's shares from the beginning of trading.

Article 266
The issuing entity must immediately distribute its decisions and resolutions regarding the distribution of profits. The board of directors must ensure that the timing of the board's meeting to approve the profit distribution is at least ten (10) days before the distribution.

Article 267
The issuing entity must comply with the provisions of the mutual listing agreements between the Stock Exchange and other financial markets, ensuring simultaneous consideration of all financial markets in which its financial papers are listed, without prejudice to the primary market where the papers are primarily listed.

Article 268
The issuing entity is prohibited from providing any information or statements to any parties, including financial analysts or the media, regarding preliminary results or financial data before the information is disclosed to the public in accordance with the provisions of this Law and these Regulations.

Article 269
The issuing entity must announce any changes or modifications to the disclosed information, explaining the reasons and stating that the previous disclosure was correct or providing corrected information or data.

Article 270
The Authority or the Stock Exchange may request the issuing entity to submit reports and opinions from its external auditor regarding the disclosed data and information, or other data and information, within a specified period.

Article 271
The board of directors of the issuing entity may issue other financial papers in addition to shares and units, provided they are not of a different class.

Third Branch
Data and Information to be Disclosed by the Issuing Entity

Article 272
The issuing entity must prepare unaudited quarterly financial statements for the first quarter, and announce them immediately upon approval by its board of directors. The third and second quarters must be announced within a period not exceeding forty-five (45) days from the end of the relevant quarter, and within thirty (30) days for entities with affiliated companies. In all cases, a board meeting must be convened within thirty (30) days. The disclosure must include:

Consolidated data and information for the parent company and its affiliated companies, including:
- The balance sheet.
- The income statement.
- The cash flow statement.
- The statement of changes in shareholders' equity.
Explanations regarding the disclosed data.
Important events affecting the performance of the issuing entity.
Explanations of significant changes during the two periods compared to the same period of the previous financial year or the previous quarter.

Article 273
The issuing entity must announce the preliminary results of its operations immediately upon completion, and in all cases, within a period not exceeding fifteen (15) days from the end of the relevant quarter or the end of the financial year. If the entity has affiliated companies, it must announce the preliminary results of the parent company and the consolidated results, provided they are available, without interruption.

Article 274
Pursuant to Article 273, the preliminary results to be disclosed must include at least the following items:

Total revenues (sales).
Total expenses (cost of sales).
Net profit before tax and deduction.
Comparative figures for the items with the same period of the previous year.
Explanation of the reasons behind significant changes in net profit (other income) during the two periods (quarterly or annually).
A statement indicating that these preliminary results are unaudited.
The reason for the change in net profit (other income) during the current period compared to the same period of the previous year.
Any unusual, non-recurring, or exceptional event that has a material impact on the issuing entity's activities or operations or net profit (other income).
Any other items requested by the Authority or deemed necessary by the issuing entity.

Article 275
The issuing entity listed on the Stock Exchange must prepare audited annual financial statements and announce them immediately upon approval by its board of directors, accompanied by the following reports and data:

The board of directors' report.
The board of directors' remuneration and benefits report.
The governance report (organizational structure of the issuing entity and management).
The sustainability report (ESG).
A comprehensive report on all transactions with related parties.
An auditor's report on the organizational structure of the issuing entity and management.
An auditor's report on the audited financial statements.
The issuing entity must also include in its disclosure the reports specified in this article, in accordance with the format determined by the Authority.

Article 276
The financial statements must be prepared in accordance with international standards for information, showing a true and fair view of all data and their performance during the period. Any changes in the accounting policies followed by the issuing entity must be stated, along with their effects, and the issuing entity may add additional disclosure requirements.

Article 277
In the event of any deviation from the standards specified in Article 276, the issuing entity must disclose the deviations and the reasons for them, in accordance with the laws and regulations applicable in the Sultanate of Oman. Each of the issuing entity's external auditor and auditor must disclose any deviations in the financial statements.

Article 278
The Issuer must provide its financial data in both Arabic and English languages. It must also publish this data on its website and on the Securities Network.
The Issuer must also verify that there is no announcement of any financial data or material information before it is published on its website through the Securities System.

Article 279
The Issuer must have its financial data audited by an auditor approved by the Authority. The auditor must include in its audit report the following confirmations, in accordance with International Auditing Standards:

The audit report must be structured in accordance with International Auditing Standards.
The extent to which there are reservations held by the auditor regarding the lack of clarity.
Whether these reservations were found in the financial statements issued by the Issuer and their impact.

Article 280
The Issuer must have an auditor issue a report within its scope of work, including a management report on the Issuer's organization and a governance report, confirming that it meets the requirements of the model issued by the Authority.

Article 281
The Issuer must change its financial year in accordance with the following rules:

If the financial period extended to the end of the previous financial year was more than six (6) months (before the modification), the new financial year must not exceed eighteen (18) months. The Issuer must submit unaudited quarterly financial data until the end of the first financial year. In this case, the Issuer must prepare an annual report and invite the General Assembly to its first meeting for the new financial year.
If the financial period referred to in the previous item was more than six (6) months, the auditor's annual report for the previous financial year must be submitted. The auditor's annual report for the new financial year must also be submitted within two (2) months, not less than twelve (12) months. An invitation to the Ordinary General Assembly meeting must be held once a year.

Article 282
In the event that the Issuers prepare their financial data again or reissue the Securities Law, they must file old files with a new date and title, indicating that they are modified data, in response to the reasons for the modification. The Issuer must also inform the Securities Network of any errors or distortions previously reported via the Securities Electronic System.

Fourth Branch
Immediate Disclosure of Material Information by the Issuer

Article 283
The Issuer must immediately disclose all material information related to it or to it via the Securities Electronic System within one (1) hour from the earliest time the information was formed. The Issuer must also maintain the utmost confidentiality of this information until it is disclosed to the public. The Authority may issue a model defining the material information that must be disclosed immediately.

Article 284
The Issuer may request the Exchange to suspend trading when an event occurs that requires immediate disclosure. The Issuer must disclose the event as soon as possible after the suspension. This request may be submitted verbally by the Issuer's spokesperson, and must be confirmed in writing afterwards, supported by reasons justifying the duration. The Exchange may accept the suspension request if it becomes apparent or if the required duration is reached. The Exchange must also lift the suspension after disclosing the information within half an hour of the disclosure.

Article 285
The Authority may suspend the disclosure of any information if it deems it necessary, provided that the Issuer maintains the confidentiality of the information before disclosure.

Article 286
The disclosure of material information by the Issuer must be prepared in both Arabic and English languages, filed via the Securities Electronic System, and published on the Securities Network. It must also be disseminated in a manner that makes it available to market participants in the Exchange, and the Exchange must establish communication channels between the Authority and the Issuer to disseminate all readable and visible data and information disclosed by the Issuers.

Article 287
The Issuer must observe the following requirements when preparing the disclosure of material information:

The disclosure must be realistic and clear, and negative information must be disclosed at least to the same extent as positive information.
The disclosure must contain sufficient details in a form understandable to market participants, evaluating the importance of the data contained in it and its impact on the Issuer's central position and evaluating its performance and profits.
The disclosure must be balanced, avoiding the omission of important facts, and must not exaggerate positive or negative impacts on the Issuer's central position more likely to occur than the actual situation, without presenting estimates or expectations that enhance them without sufficient realistic basis.
Reasonable efforts must be made to avoid complex technical expressions.
If the information was not possible to evaluate its effect on the Issuer, it must be clarified with reasons for that without hindering it.

Article 288
The Issuer must, upon request by the Exchange or on its own initiative, hold a press conference if it is called upon to provide further clarification on material information previously disclosed. All local media outlets operating in the country must be invited to this conference.

Article 289
If the Issuer has reasonable grounds to believe that disclosing material information will have a negative effect on it, it may not comply with the disclosure, provided that it ensures the confidentiality of this information and eliminates the reasons that led to it. In the following cases, the Issuer may refrain from disclosure:

If the immediate disclosure could violate the Issuer's ability to achieve its objectives.
If the information intended to be disclosed is not yet in a finalized stage.
If disclosure would result in a violation of the Issuer's competitive advantage.

Article 290
The Issuer must bind any parties it deals with to a Non-Disclosure Agreement (NDA) regarding the information, ensuring that they do not disclose or use the information in violation of the agreement, except in cases where the agreement is not applicable.

Article 291
The Issuer must monitor any non-material information it holds and disclose it immediately upon the occurrence of any unusual movement in the trading of its securities on the Exchange.

Article 292
The Issuer must commit to providing statements confirming, denying, or correcting information in response to rumors, social media, analyst reports, or press articles containing incorrect or non-material information about it.

Article 293
The Issuer must commit to updating its data on its electronic website in both Arabic and English languages within two (2) working days from the date of any modification to any of the terms presented to the Exchange.

Fifth Branch
Insider Transactions

Article 294
The Issuer must commit to providing the Exchange with a list of insiders, including:

The executive and administrative management, their spouses, and their relatives up to the first degree, and other companies in which they work.
This list must be updated within thirty (30) days from the end of each financial year. The Issuer must also notify the Exchange of any changes in this list within seven (7) days from the date of the change, in accordance with the conditions determined by the Exchange.

Article 295
The Exchange must verify compliance with the provisions of these Regulations regarding insiders when they deal with them.

Article 296
Insiders dealing in the Issuer's securities are prohibited from acting on material non-public information about it. They are also prohibited from allowing any other person to access such information before it is disclosed.

Article 297
Insiders must refrain from dealing in listed securities based on material information they have accessed, including not transferring such information to others or encouraging others to deal or refrain from dealing in the form of partners or shareholders, based on possession of insider information.

Article 298
Insiders are prohibited from executing trades on behalf of any financial entity based on insider information they possess, whether due to their position or otherwise. They are also prohibited from executing any order on behalf of any market participant if they know that it is based on insider information.

Sixth Branch
Prohibited Practices in Securities Trading

Article 299
No person is prohibited from engaging in any transaction or transaction that involves manipulation, whether in connection with an order or transaction on a financial instrument, if evidence is available that they knew or should have known by the nature of the transaction or order.

Article 300
No person is prohibited from executing a transaction or transactions on a financial instrument that does not involve a real change in ownership, with the aim of affecting the volume or price of trading.

Article 301
No person is prohibited from entering orders or buying or selling financial instruments if the purpose is:

To affect the opening or closing price of any financial instrument to mislead market participants.
To raise the price of the financial instrument with the aim of encouraging others to buy it.
To lower the price of the financial instrument with the aim of encouraging others to sell it.
To enter orders for a financial instrument without the intention to execute them.
To create fictitious trading with the aim of encouraging others to buy or sell.

Article 302
The licensed entity operating in the market must ensure that when executing sell orders, it complies with the issued controls, whether through its employees or any other employee, in the Exchange concerned.

Article 303
The licensed entity operating in the market is prohibited from exploiting orders in the market to conduct other transactions with other market participants to achieve profits that are avoided or lost.

Article 304
No person is prohibited from making written or oral statements containing incorrect information or data, or omitting material facts for which they are explicitly required to disclose them, if it is related to influencing the price of a financial instrument to buy or sell.

Article 305
No person is prohibited from spreading rumors or broadcasting them in the form of partners or shareholders, or making any statement about a material fact that is not correct, with the aim of affecting the price of the financial instrument or any other purpose or influencing the price of a financial instrument.

Seventh Branch
Complaints Committee

Article 306
The Committee deals with complaints submitted by those affected by decisions issued by the Authority, its executive regulations, or its administrative management, regarding the application of the provisions of this Law, and the regulations and decisions issued for their implementation. A staff member from the Legal Affairs Department in the Authority is appointed as the Committee's Secretary, who is appointed by the Executive Director. The Committee enjoys full independence in performing its duties and is not subject to directing or influencing its decisions by any authority.

Article 307
The complaint must be submitted to the Committee's Secretary via the electronic system, containing the following data and documents in Arabic:

The complainant's name, title, and address.
The number and date of the decision from which the complaint is filed, along with a copy of it.
A statement of the reasons for the complaint and supporting documents.
The requests sought from the complaint.
The complaint is not accepted if the complainant does not provide the required documents or data, and the complainant is notified within ten (10) working days from the date of notification that the complaint is considered invalid.

Article 308
The Committee's Secretary deals with:

Registering the complaint in the designated register with a serial number.
Determining the date for the Committee's meeting to consider the complaint and notifying the Executive Director.
Notifying the Authority of a copy of the complaint attached with the submitted documents.
Notifying the parties to the complaint of the meeting date and time at least seven (7) days before its convening.

Article 309
The Committee is convened by its Chairman, and its meetings are valid with the presence of all its members. Its decisions are issued by a majority of its members, in case of a tie, the side with the majority prevails. The Chairman may consult with experts with different specialties, and he may have a casting vote without being counted.

Article 310
The Committee's meetings are closed to discuss all information, data, and documents submitted to it. It may hold public meetings if it deems it appropriate.

Article 311
The submission of a complaint does not suspend the execution of the decision from the complainant, unless the Committee decides to suspend the execution based on serious reasons.

Article 312
The complainant has the right to be represented by a lawyer or another person, and they have the right to present any statements or requests related to the complaint and submit any supporting documents.

Article 313
If one of the parties fails to appear or submit any documents or memoranda during the complaint consideration procedures, the Committee may continue the proceedings and issue its decision based on what was submitted to it.

Article 314
The Committee's Secretary must prepare a secure minutes of the Committee's meetings, including the discussions held in the meetings and the decisions taken during the complaint consideration, and other matters the Committee deems necessary. The minutes must be signed by the Chairman and a member of the Authority.

Article 315
The Committee must issue its decision within thirty (30) days from the date of submission or the date of receipt of the requested documents or statements, unless there is a violation of Article (61) of the Law. Its decision is final and binding.

Article 316
The Committee's Secretary must notify the parties to the complaint of the decision issued by the Committee within seven (7) days from the date of issuance, via electronic mail or any other means.

Article 317
The Committee may, upon request or on its own initiative, without violating Article (315), correct any clerical or material errors in its decisions. The correction must be in writing, signed by the Chairman and a member of the Committee.

Appendix
Fees for Services Provided by the Authority

Issuance of Shares in Investment Funds

Type of Fee	Amount	Frequency
Initial Subscription	2,000	One-time
Subsequent Subscriptions	250	One-time

Issuance Value	Percentage of Issuance Value per Share	Cumulative Percentage of Issuance Value
Up to 10,000,000	0.025%	Paid once before approval
More than 10,000,000 to 25,000,000	0.020%	Paid once per tier
More than 25,000,000 to 50,000,000	0.017%
More than 50,000,000 to 100,000,000	0.014%
More than 100,000,000 to 250,000,000	0.012%
More than 250,000,000 to 1,000,000,000	0.010%
More than 1,000,000,000	0.005%

License Issuance for Operating Entities

Type of License	Amount	Frequency
Initial Issuance	500,000	One-time

Annual Supervision Fees for Issuers

Type of Fee	Amount	Frequency
Initial Annual Fee	2,000	Paid in January of each year or upon listing of any new financial instrument
Final Annual Fee	Based on the table below	Paid in the fourth quarter of the financial year

Market Value at End of Financial Year	Percentage of Market Value per Share	Cumulative Percentage of Market Value
:---	:---	:---	\
Up to 50,000,000	0.025%	Paid once per tier
More than 50,000,000 to 100,000,000	0.020%
More than 100,000,000 to 200,000,000	0.015%
More than 200,000,000 to 300,000,000	0.010%
More than 300,000,000 to 500,000,000	0.003%
More than 500,000,000	0.001%

If listed during the year, the final fee is calculated based on the remaining months from the month of listing to the end of the year.

Fees for Service Providers

Type of Service Provider	Amount	Frequency
1. Brokerage	5,000	One-time
2. Market Making	2,500	One-time
3. Investment Banks	56,000	One-time
4. Leasing Financing	2,500	One-time
5. Custody and Trust	5,000	One-time
6. Product Structuring	15,000	One-time
7. Portfolio Management	10,000	One-time
8. Asset Management	10,000	One-time
9. Investment Funds Management	10,000	One-time
10. Investment Manager	10,000	One-time
11. Issuance Management	15,000	One-time
12. Research and Advisory Services for Securities Investment	10,000	One-time
13. Marketing of Non-Omani Financial Instruments	15,000	One-time
14. Agent for Sukuk Owners or Bondholders	5,000	One-time

For entities with more than the granted licenses, the total fees are calculated as follows:

Number of Licenses	Percentage of Total Fees
3 Licenses	10%
4 Licenses	15%
5 to 6 Licenses	20%
7 to 8 Licenses	25%
9 Licenses or more	30%

Renewal of Service Provider Licenses

Type of Service Provider	Amount	Frequency
1. Brokerage	2,000	One-time
2. Market Making	1,000	One-time
3. Investment Banks	28,000	One-time
4. Leasing Financing	1,000	One-time
5. Custody and Trust	3,000	One-time
6. Product Structuring	10,000	One-time
7. Portfolio Management	5,000	One-time
8. Asset Management	5,000	One-time
9. Investment Funds Management	5,000	One-time
10. Investment Manager	5,000	One-time
11. Issuance Management	5,000	One-time
12. Research and Advisory Services for Securities Investment	5,000	One-time
13. Marketing of Non-Omani Financial Instruments	10,000	One-time
14. Agent for Sukuk Owners or Bondholders	3,000	One-time

For entities with more than the granted licenses, the total fees are calculated as follows:

Number of Licenses	Percentage of Total Fees
3 Licenses	10%
4 Licenses	15%
5 to 6 Licenses	20%
7 to 8 Licenses	25%
9 Licenses or more	30%

Issuance Coverage

Service	Amount	Frequency
Issuance Coverage for the Approved Entity	5,000	One-time
Issuance Coverage for the Service Provider	300	One-time
Registration of Service Providers Related to Securities	2,000	One-time

Credit Rating Agencies Fees

Service	Amount	Frequency
Initial Issuance	3,000	One-time
Renewal	2,000	One-time

General Assembly Meeting Deposit for Investment Funds

Service	Amount	Frequency
Deposit per Copy Issued by the Authority	10	One-time

Complaint Submission to the Complaints Committee

Service	Amount	Frequency
Complaint Submission	50	One-time

Financial Services Authority: Decision No. Kh/11/2026 Issuing the Executive Regulations of the Securities Law

Lineage: In force