General Decision of the Financial Market Council No. 9 of July 27, 2005

---

General Decision of the Financial Market Council No. 9 of July 27, 2005 regarding the liquidity contract model The Financial Market Council Board; Having reviewed Law No. 94-117 of November 14, 1994 reorganizing the financial market and notably its Articles 28 and 31; Having reviewed the General Regulations of the Tunis Stock Exchange approved by the decree of the Minister of Finance dated February 13, 1997 and notably its Articles 29 and 84; Decides

Article 1:
To promote the liquidity of securities of companies newly listed on the Tunis Stock Exchange as stipulated by Article 29 of the General Regulations of the Tunis Stock Exchange or of companies already admitted to the listing of the Tunis Stock Exchange as stipulated by
Article 84 of the General Regulations of the Tunis Stock Exchange, major shareholders may implement a liquidity contract in accordance with the attached model.

Article 2:
This general decision shall be published in the official bulletin of the Financial Market Council after the visa of the Minister of Finance. Tunis, July 27, 2005 Visa For the Board of the Financial Market Council The Minister of Finance The President

LIQUIDITY CONTRACT MODEL
For securities admitted to the listing
Between:
Persons (natural and/or legal) parties to the contract [To be specified] (hereinafter referred to as "the Holders") On the one hand, And:
The company [ ……………………………….…… ], with a capital of [ …………….….. dinars ], whose registered office is located at [ ……………………………………………………....………. ], represented by [ …………………………………………………………………….……… ], (hereinafter "the Intermediary") On the other hand, (collectively referred to as "the Parties") It has been agreed as follows. PREAMBLE

1. In the framework of applicable regulatory provisions, [………………………………….]
   a. has requested admission to trading for all securities comprising its share capital (hereinafter referred to as "the Securities") on the equity securities market of the stock exchange (hereinafter referred to as "the Market"). The portion of the Securities to be distributed to the public by way of [……….….] is [………………….] of the capital, representing [………………..…..] Securities. b. is admitted to the equity securities market of the stock exchange (hereinafter referred to as "the Market"). The portion of the Securities distributed to the public is [………………] of the capital, representing [……………..…..] Securities.
2. The Holders wish to promote the liquidity of the Securities. They hold a share in the share capital
   of the company […………..…] "after [………] " of [……].
3. The Intermediary has the necessary means to successfully implement the clauses of said contract.
4. The operations carried out under this Contract are conducted in compliance with applicable regulations and full respect for the integrity of the Market, notably they do not hinder the regular functioning of the Market nor mislead others.

Article 1
Subject matter of the contract
This contract (hereinafter referred to as "the Contract") aims to define the conditions under which:

• on the one hand, "the Holders" make available to the Intermediary Securities and cash in order to
  promote the liquidity of the Securities;
• on the other hand, "the Intermediary" acts on behalf of the Holders on the Market in order to
  promote the liquidity of the Securities and the regularity of their listing.
  It is not the intention of the Parties to seek, through this liquidity contract, a financial profit that would be generated by the management of the Securities and cash allocated to the implementation of said contract.

Article 2
Opening of the Liquidity Account
The Intermediary opens an account No. [………………………………] (hereinafter referred to as "the Liquidity Account") on which all operations carried out by the Intermediary on behalf of the Holders under this Contract will be recorded. Thus, if the Intermediary were to carry out other operations on behalf of the Holders, these will be recorded in a separate account distinct from the liquidity account. The liquidity account is funded by deposits made by the Holders. The implementation of the liquidity contract requires that Securities and cash are made available to the Intermediary to enable it to act on the Market. These deposits must cover both cash and Securities. Upon opening of the Liquidity Account, each Holder credits it with:
Holder 1 [………..], - the sum of [………….] dinars,

• and [………….] Securities,
  representing a share of [….] % of the total credit balance of the Liquidity Account.
  Holder 2[……….], - the sum of […………] dinars,
• and […………] Securities,
  representing a share of [….] % of the total credit balance of the Liquidity Account.
  Holder 3[………], - the sum of […………] dinars,
• and […………] Securities,
  representing a share of [….] % of the total credit balance of the Liquidity Account.
  Holder No………..
  Article 3
  Characteristics of the Intermediary's interventions
  3.1 All operations carried out by the Intermediary under this Contract must be conducted exclusively on
  the Market during its opening hours. No operations outside the Market are authorized. Operations falling within this contract cannot be executed via block trades;
  3.2 The Intermediary's interventions under this Contract have the sole objective, in compliance with Market operating rules, of promoting the liquidity of the Securities and the regularity of their listing;
  3.3 The Intermediary's interventions under this Contract do not aim to influence price formation. They also do not seek to support, compensate for imbalances involving significant quantities of Securities, counteract or amplify Market trends.

In no case can the Intermediary use the Securities and cash available in the Liquidity Account for any purpose other than that defined by this Contract.
Article 4
Independence of the Intermediary
Within the framework of the mandate entrusted to it by the Holders, the Intermediary acts in full independence. It alone assesses the appropriateness of its interventions on the Market with a view to:

• on the one hand, promoting the liquidity of the Securities and the regularity of their listing;
• on the other hand, ensuring the continuity of the Contract considering the Securities and cash available in the
  Liquidity Account. The Intermediary has the option not to intervene when such intervention would prevent it from ensuring the long-term implementation of the liquidity contract. As a professional, the Intermediary must apply its knowledge of the Market, experience, and technical expertise to serve the Holders in order to fulfill, under the best possible conditions, the objective pursued through this liquidity contract.

Article 5
Information exchange
In the framework of information exchanges arising from the implementation of this Contract, the Holders refrain from disclosing to the Intermediary [………….] any information that may be classified as privileged within the meaning of Article 81 of Law No. 94-117 of November 14, 1994. To the extent that information of this nature is brought to its attention, the Intermediary […………] takes necessary measures to ensure that this information is neither transmitted nor exploited for its own account or on behalf of others, either directly or through an intermediary. The relationships established between the Parties for the implementation of this liquidity contract must not lead to reduced vigilance by the Holders regarding the nature and extent of information they disclose to the Intermediary.

Article 6
Reporting
Monthly, the Intermediary reports to the Holders and the CMF on the conditions under which it has fulfilled its mission. This report must include:

• the Securities and cash position of each Holder at the end of the preceding month;
• a detailed statement of all transactions carried out on the Securities […….………] under this
  contract.

Article 7
Calculation of each Holder's participation in the Liquidity Account Each month, the Intermediary calculates for each of the Holders the amount of its participation in the Liquidity Account. This amount is calculated by distributing the cash and Securities credited to the Liquidity Account pro rata according to each Holder's original share.

Article 8
Balance of the Liquidity Account

8.1 The Parties ensure that the number of Securities and the amount of cash credited to the Liquidity Account are proportional to the objectives of this Contract. The liquidity account cannot be used for storing Securities;
8.2 When the cash or Securities balance credited to the Liquidity Account appears insufficient to enable
the Intermediary to ensure the continuity of its Interventions under this Contract, it consults with the Holders to determine how to remedy this. The Holders may notably decide to make a supplementary contribution in cash or Securities to the Liquidity Account. In this case, the original share of each Holder is revalued under the following conditions [……………………………..…]. The Holders and the Intermediary immediately report to the CMF any decisions taken.
Article 9
Closing of the Liquidity Account
9.1 In case of termination of this Contract, the Intermediary closes the Liquidity Account;
9.2 The Intermediary proceeds to distribute the cash and Securities credited to the Liquidity Account pro rata according to the original share held by each Holder;
9.3 For each affected Holder, the Intermediary transfers to their designated account the cash or
Securities due following the closing of the Liquidity Account.
Article 10
Remuneration
For the interventions it carries out on the Market to promote the liquidity of the Securities, the Intermediary receives a remuneration paid by the Holders and calculated as follows:
[………………………………………]

Article 11
Enter into force and duration of the Contract
This Contract shall enter into force on date [……………..…………].
The Contract is concluded for a duration of [………………………..…….…].

Article 12
Suspension of the Contract

12.1 This Contract shall be automatically suspended in case of suspension or interruption of listing of the
Securities decided by the Market authorities, as well as in any other case of force majeure.
12.2 It may also be suspended after notification to the CMF:
a/ By the initiative of the Holders in case where the Intermediary has not fulfilled its obligations in accordance with the terms of Article 4 above; b/ By the initiative of the Intermediary, when consultation with the Holders in accordance with the terms of
Article 8 above has not resulted in balancing the liquidity account;

c/ By the initiative of the Intermediary, when information brought to its attention in accordance with the terms of Article 5 above places it under an obligation to continue fulfilling its duties. Suspension is effected by registered letter with acknowledgment of receipt or by courier with discharge. This suspension takes effect immediately upon completion of this formality. The liquidity contract is reactivated by the same procedure.

Article 13
Termination of the Contract
The Contract is terminable in cases where:
13.1 The Market authorities decide the delisting of the Securities [……………………] from the stock exchange.
13.2 The Parties fail to resolve their disputes resulting from situations a/ and b/ of Article 12.2,
within a trading period of 15 days.

Article 14
Other Provisions
14.1 Prior to the first intervention under this Contract, the Parties publish a press release on the
CMF bulletin indicating that a liquidity contract is being implemented on the Securities [………………………..] and specifying the means allocated to this implementation. When the liquidity contract is terminated, the Parties also publish a press release on the CMF bulletin establishing an assessment of the implementation of this Contract and specifying the Securities and cash means credited to the liquidity account relative to those made available initially.
14.2 An original copy of this Contract is filed with the CMF upon its signature.
Article 15
Jurisdiction
Any dispute arising from the execution of this Contract falls under the jurisdiction of the courts of Tunis.