WEST AFRICAN MONETARY UNION

REGIONAL COUNCIL FOR PUBLIC SAVINGS
AND FINANCIAL MARKETS

CREPMF

GENERAL REGULATION ON THE ORGANIZATION, OPERATION AND SUPERVISION OF THE WAEMU REGIONAL FINANCIAL MARKET

TITLE I - GENERAL PROVISIONS

Article 1

In accordance with Article 14 of the Annex to the Convention of 3 July 1996 establishing the Regional Council for Public Savings and Financial Markets, hereinafter the Regional Council, this General Regulation adopted by the Council of Ministers of the West African Monetary Union sets out the practical arrangements for the organization, operation and supervision of the regional financial market.

Article 2

The Regional Council shall have the following responsibilities:

a) the organization of public offerings for savings,

b) the authorization and supervision of market structures and commercial intermediaries,

c) the supervision of the regularity of stock exchange transactions.

Article 3

The Regional Council shall issue the provisions applicable:

a) to public offerings for savings and in particular to stock exchange transactions and other investment products;

b) to the conditions for the exercise of activities by market structures and commercial intermediaries.

The Regional Council shall be consulted on any project to open new financial markets as well as on any project to trade new financial products on the Regional Stock Exchange.

It shall exercise its right of veto if it considers that the new financial products or markets envisaged by the Regional Stock Exchange are not such as to ensure the security and protection of public or private savings that may be invested therein.

TITLE II - ETHICAL PRINCIPLES

Article 4

The members of the Regional Council and persons acting under the responsibility of the Regional Council shall be bound by an obligation of absolute discretion as to the facts and acts of which they become aware in the exercise or on the occasion of their duties if such facts and acts are not public. Failure to comply with this obligation shall entail disciplinary sanctions, provided for under the Internal Rules of the Regional Council, against the person responsible for the breach, without prejudice to legal proceedings that may be brought against him.

Article 5

All activities carried out by market structures and commercial intermediaries, directly or through their subsidiaries, must be performed with diligence, loyalty, neutrality and impartiality.

Article 6

Commercial intermediaries must:

a) act, in the exercise of their activity, with loyalty and fairness as well as with the competence, care and diligence required in the best interests of their clients and the integrity of the market;

b) effectively use the resources and procedures necessary to carry out their activities successfully;

c) inform themselves of the financial situation of their clients, their investment experience and their objectives with respect to the services requested;

d) endeavor to provide their clients with sincere and accurate information on the transactions carried out on their behalf. They shall ensure that their clients are aware of the risks inherent in the nature of the transactions they are considering;

e) comply with all regulations applicable to the exercise of their activities.

TITLE III - ORGANIZATION OF THE REGIONAL FINANCIAL MARKET

SUB-TITLE I - THE ACTORS OF THE REGIONAL FINANCIAL MARKET

Article 7

The actors of the regional financial market are:

a) market structures: the Regional Stock Exchange (BRVM) and the Central Depository/Settlement Bank;

b) commercial intermediaries: Management and Intermediation Companies (SGI), Wealth Management Companies (SGP), Stock Investment Advisors, Business Introducers and Promoters.

They are authorized by the Regional Council.

Article 8

It is prohibited for any company or person other than a structure or intermediary authorized by the Regional Council to use a name, corporate name, advertising or, in general, expressions suggesting that it is authorized as a market management structure or commercial intermediary.

Article 9

It is prohibited for any structure or commercial intermediary authorized by the Regional Council to suggest that it belongs to a category other than that under which it obtained its authorization or to create confusion on this point.

Article 10

Any person acting on behalf of market structures or on behalf of commercial intermediaries or their subsidiaries, whether or not bound by an employment contract, shall be required to observe absolute discretion regarding non-public facts, acts and information of which they may have become aware in the exercise or on the occasion of their professional activities.

Article 11

Any person acting as a commercial intermediary or on behalf of such an intermediary must hold with the SGI of their choice, for the purpose of carrying out stock exchange transactions on their own account, a securities account opened in a specific category. The Regional Council shall determine by instruction the conditions under which the aforementioned persons may carry out stock exchange transactions on their own account.

CHAPTER I: AUTHORIZATION OF MARKET STRUCTURES

Article 12

In view of the imperatives of protecting savings invested in listed securities and of honest and fair competition among stockbrokers, it shall be for the Regional Council to authorize as a Regional Stock Exchange a private-law company incorporated as a public limited company.

On the same basis, it shall be for the Regional Council to authorize a private-law company incorporated as a public limited company to assume the functions of Central Depository/Settlement Bank.

Article 13

The authorization decision shall be notified to the applicant within one month from receipt of the file.

Article 14

As soon as they are approved by the Regional Council, the Regional Stock Exchange and the Central Depository/Settlement Bank acquire the status of Specialized Financial Institutions.

They are expressly exempted from the provisions of the banking law.

Article 15

An exclusive public service concession over the entire territories of the member States of the WAEMU, taking effect from their approval, is granted to the Regional Stock Exchange and to the Central Depository/Settlement Bank by the Regional Council on behalf of the member States of the WAEMU.

Section I - The common conditions for approval

Article 16

Companies applying for the functions of Regional Stock Exchange and Central Depository/Settlement Bank are required:

c) to demonstrate their operational capacity to implement the objectives of the stock financial market;

d) to include in their articles of association the mandatory subscription to their capital by all Management and Intermediation Companies (SGI);

e) to provide in their articles of association, at the level of the composition of the Board of Directors, for the presence of representatives of issuers and regional investors;

f) to issue General Regulations, subject to the approval of the Regional Council, applicable to commercial intermediaries, to members and brought to their attention and to that of the public. The General Regulations set and determine in particular the conditions of their operation.

These documents must provide for an equitable distribution of costs, contributions and all financial charges among the different users of their services. Any modification of these texts must receive the approval of the Regional Council and be published in the Official Bulletin of the List;

g) to adopt internal rules and a code of ethics for the use of their employees and persons acting on their behalf.

Section II - The approval of the Regional Stock Exchange

Paragraph 1: The conditions for approval

Article 17

The articles of association of the Regional Stock Exchange must indicate, under their corporate purpose, the following functions:

a) the organization of the stock market;

b) the dissemination of stock market information.

Article 18

The General Regulation of the Regional Stock Exchange must contain provisions intended to:

h) prevent any maneuver, omission, fraudulent practice or price manipulation originating from a market user;

b) promote principles of transparency, fairness, loyalty and sincerity in stock market negotiations;

c) optimize the functioning of the financial market;

d) protect investors and, more broadly, the general interest of the entire market through the establishment of a surveillance structure and a Market Guarantee Fund;

i) sanction any failure to comply with the provisions of its General Regulation as well as any transgression or infringement thereof by the SGIs.

Paragraph 2: The approval procedure

Article 19

The company constituted for the purpose of exercising the activities of the Regional Stock Exchange across the West African Monetary Union is required to submit a file to the Regional Council to request its approval.

This file must include:

a) the articles of association of the applicant company;

b) the distribution of its shareholding and the identity of the shareholders;

c) the General Regulation applicable to stock market operators;

d) and any other information that the Regional Council deems necessary.

Section III - The approval of the Central Depository/Settlement Bank

Paragraph 1 - The conditions for approval

Article 20

The company chosen to exercise the activities of Central Depository/Settlement Bank must provide in its articles of association:

j) the book-entry custody and circulation of securities admitted to its operations. These securities may be registered, bearer identifiable or bearer;

b) the management of the settlement-delivery cycle;

c) the payment in cash, in its capacity as Settlement Bank, of the balances resulting from the compensations relating to stock market transactions;

k) the settlement to the SGIs of the income, products and redemption of securities held

in its books.

Article 21

The General Regulation of the Central Depository/Settlement Bank must contain provisions intended to:

l) ensure the implementation of a settlement-delivery process ensuring speed and security;

m) sanction any failure, any transgression or infringement of its regulations and procedures on the part of its members;

n) optimize the functioning of the stock market in particular by providing for the procedures for the book-entry circulation and custody of securities whether in registered or bearer form.

Paragraph 2: The approval procedure

Article 22

The company constituted for the purpose of exercising the activities of Central Depository/Settlement Bank is required to submit a file to the Regional Council to obtain its approval.

This file must include:

a) the articles of association of the company;

b) the distribution of its shareholding and the identity of the shareholders;

c) the General Regulation applicable to stock market operators;

d) and any information that the Regional Council deems necessary.

CHAPTER II - THE APPROVAL OR AUTHORIZATION OF COMMERCIAL INTERMEDIARIES

Article 23

Commercial intermediaries shall adopt the legal, human and technical structures enabling, in the event of functions likely to give rise to conflicts of interest, compliance with the ethical principles defined in this General Regulation.

To this end, the functions of negotiation, management, and accounting of transactions shall be carried out in accordance with the rules and procedures specific to guaranteeing their independence.

Article 24

Commercial intermediaries shall endeavor to know their clients' expectations and to provide them with clear, rapid and complete information on the transactions carried out on their behalf.

They shall ensure that their clients are aware of the risks inherent in the nature of the transactions they are considering.

Article 25

The examination of approval applications by the Regional Council shall conclude with the communication of an individual decision rendered within three months from the date of filing of the application. It shall be brought to the attention of the interested parties by registered letter. Only a positive response shall constitute approval.

The approvals and authorizations issued by the Regional Council shall be assigned according to a distinct numbering which must appear on all publications and documents required of the persons concerned.

Activities for which a declaration must be made to the Regional Council shall be given a registration number.

Without prejudice to provisions imposing more stringent obligations, the SGI, the Wealth Management Companies, and any other natural or legal person authorized by the Regional Council to carry out an activity, must keep for a minimum of ten years:

o) a copy of the official identity documents provided by their clients, natural persons and legal persons, from the closing of their accounts or the cessation of their relations with them;

p) the documents, written or otherwise, relating to transactions carried out on behalf of their clients or on their own behalf, from the date of their execution.

Section I - the Management and Intermediation Companies (SGI)

Sub-section I: The creation of SGIs

I - General conditions of creation

Article 26

Management and Intermediation Companies are a category of financial institutions expressly exempted by these provisions from banking regulations.

SGIs are subject to the rules concerning them contained in this General Regulation and the instructions or any decision taken by the Regional Council.

Article 27

For the examination of their approval application, applicant companies must present sufficient guarantees, particularly with regard to the composition and amount of their capital, their organization, their human, technical and financial resources, the integrity and experience of their managers, as well as the arrangements to ensure the security of client transactions.

Article 28

The Regional Council shall first request the reasoned technical opinions of the Regional Stock Exchange and the Central Depository/Settlement Bank, when analyzing an approval application filed by a company applying to exercise the activities of negotiator-compensator on the one hand, and account holder on the other hand, conferred as a monopoly on SGIs.

In the event of an unfavorable opinion from either of these institutions, the approval application shall be rejected by the Regional Council.

However, an appeal may be lodged by the applicant with the Regional Council.

If the opinions of the aforementioned institutions are both favorable, the Regional Council is in no way bound by them. It shall proceed with the analysis of the application, excluding technical aspects, and shall inform the applicant of its decision at the end of that analysis.

II - Conditions relating to capital

Article 29

The minimum capital of SGIs shall be set by an instruction of the Regional Council.

The own funds of SGIs, as set by an instruction of the Regional Council, may not be less than a floor set by said instruction during their existence.

Article 30

SGIs must be constituted in the legal form of public limited companies.

Article 31

Cash contributions made for the capital of the SGI must be fully paid up from the issuance of the corresponding shares.

The obligations provided for in paragraph 1 shall also apply to issues of shares resulting from an increase in the capital of SGIs.

III - Other approval conditions

Article 32

No natural person who has incurred, in any country, one or more convictions for a crime or misdemeanor under ordinary law, attempt, complicity or receiving for:

a) forgery or use of forgery;

b) fraud, breach of trust, misappropriation of public funds, extortion of funds or securities and acts of counterfeiting;

c) infringement of banking and exchange legislation;

d) or, in general, any conviction for crimes or misdemeanors assimilated to any of those listed above, may be a shareholder, corporate officer or director of a company applying as an SGI.

Article 33

Applicant companies must undertake in writing that modifications made during their existence to their articles of association shall be subject to prior authorization by the Regional Council when they relate to:

a) a modification of the distribution of capital among shareholders;

b) a change in the scope or nature of the guarantees presented by the SGIs or by its shareholders;

c) a modification in the accounting methods and information used.

Any other modification of the articles of association shall be notified to the Regional Council.

In the presence of particular circumstances, the Regional Council may decide that modifications which are a priori non-substantial shall nevertheless be subject to prior authorization before their effective implementation.

Article 34

When an SGI is subject to a buyout or when the composition of the shareholding of an SGI is substantially modified, the approval received is maintained only against submission to the Regional Council, within 30 days of the occurrence of this event, of a detailed description of the identity and capacity of the new shareholders, the guarantees they intend to put in place, and finally, a written commitment stipulating that all the conditions on the basis of which the approval had been previously granted will be respected and maintained.

The agents, representatives or trustees designated in any capacity whatsoever by contractual will, by operation of law or by court decision in order to continue the activity of the SGI on behalf of:

a) persons placed under legal guardianship or curatorship;

b) the body of creditors arising from a collective debt settlement procedure,

c) an estate in indivision or,

d) in any other capacity,

are required to provide the Regional Council with the same information elements as those described in paragraph 1 of this article, not omitting to attach a copy of the corresponding written agreement or court decision.

IV: The approval procedures

Article 35

Companies applying for approval as an SGI submit a file whose content is specified by an instruction of the Regional Council.

The Regional Council reports its decision of approval or refusal of approval in accordance with the provisions set out in this General Regulation.

Paragraph 2 - The operation of SGIs

I - The transitional period

Article 36

The SGI is authorized to operate upon receipt of the approval letter from the Regional Council.

However, the SGI will benefit from a time limit to become a shareholder of the Regional Stock Exchange and of the Central Depository/Settlement Bank, in case of unavailability of securities. This time limit will be defined by the Boards of Directors of these companies. In this case, the SGI must deposit before the start of its activities, with the Regional Stock Exchange and the Central Depository/Settlement Bank, a sum whose amount will have been determined by these companies. This sum will be returned to it when it has fulfilled all the conditions relating to the acquisition of a stake in the capital of the Regional Stock Exchange and of the Central Depository/Settlement Bank.

II - The exercise monopolies

Article 37

SGIs are authorized, exclusively, to carry out the activities of negotiator-compensator of listed securities on behalf of third parties. They are, consequently, authorized to receive and hold public funds in the context of this activity.

All transfers of securities listed on the Regional Stock Exchange are carried out through an SGI, except in cases of derogation granted by the Regional Stock Exchange.

SGIs are beneficiaries of the monopoly of exercise of the activity of securities account keeper. However, issuers may hold their own securities on behalf of third parties.

The transgression of these provisions constitutes an infraction within the meaning of this General Regulation.

The activities of negotiator-compensator and account keeper cannot be delegated, except to a 100% subsidiary whose sole corporate purpose is this.

III - Related activities

Article 38

SGIs are admitted to carry out, as a related activity, the financial management of securities accounts for the benefit of their clientele, in compliance with the specific rules enacted by the Regional Council.

Any management mandate entrusted to an SGI is the subject of a written act, signed by the parties. This act specifies the nature of the operations, the operating conditions of the account and the remuneration of the SGI.

The mandate is established in two copies, one given to the client and the other kept in the books of the SGI.

They may also carry out the activity of financial engineering consulting.

Article 39

SGIs may, alone in association with other SGIs or in conjunction with banking establishments, and under a written contract with the issuer, ensure the placement of securities to be issued by the latter.

IV - Common provisions

Articles 40

The approval granted to SGIs by the Regional Council entails approval for all the activities open to them.

Article 41

For the regulation of the modalities of exercise recognized for SGIs, the Regional Council may delegate, under its control, the necessary authority in this matter to the Board of Directors of the Regional Stock Exchange so that it acts in the best interests of the market and in strict respect for the rights of savers.

Article 42

Possible transgressions or breaches committed by SGIs with regard to the regulatory texts enacted by the Regional Stock Exchange will be liable to the sanctions decided by the latter, within the limits of its powers.

Paragraph 3 - Ethical principles and basic prudential rules

I - Ethical principles

Articles 43

SGIs are required to preserve the honorability of their profession and to exercise their activity in a spirit of mutual collaboration by abstaining from soliciting the public using practices that are likely to discredit the respectability of their profession.

Article 44

SGIs cannot oblige in any way and in advance their clients to renounce the right they hold to be able to resort at any time to the services of other SGIs.

Article 45

Persons acting on behalf of an SGI cannot carry out stock exchange operations, for their own account, except through securities accounts domiciled in this SGI, identified by the opening of a specific category of private client account.

The transactions carried out by these persons may under no circumstances be carried out under preferential conditions compared to those enjoyed by the SGI's clientele.

Article 46

SGIs are authorized to intervene on their own account, in compliance with the conditions set in this matter by the Regional Stock Exchange.

Nevertheless, they are only permitted to act on their own account after having satisfied client orders and indicated, for any order given in this context, its status as an order for own account.

The SGI is not authorized to buy or sell these securities as counterparty to its client when it manages said client's account, given the initiative over transactions that it has on the client's account, by virtue of the management mandate that binds them.

The own-account transactions of the SGI thus carried out are recorded in a special register opened for this purpose.

Article 47

SGIs and persons acting on their behalf are bound by the obligation of absolute discretion regarding the facts, acts and information of which they may have become aware in the exercise or on the occasion of their professional activities.

SGIs are required to act with seriousness, professionalism, integrity and loyalty, and to ensure, in all things and circumstances, the primacy of their clients' interests over their own.

Articles 48

SGIs must ensure accounting independence between their activities of:

a) account holder,

b) negotiator,

c) securities account manager,

d) financial engineering advisor.

II - The basic prudential rules

Article 49

The Regional Council shall lay down by an instruction the prudential rules applicable to SGIs and their subsidiaries, relating in particular to their solvency, their liquidity and the balance of their financial structure.

Article 50

SGIs are required to pay contributions to the Market Guarantee Fund under the conditions set by the Regional Stock Exchange.

Article 51

The Regional Council shall monitor compliance by SGIs with the prudential rules and their information obligations towards it.

Article 52

In the event of non-compliance with one or more of these rules, the Regional Council may invite the SGI concerned to take measures with a view to restoring compliance with the rule in question. If the infringement noted persists, the Regional Council shall decide on the sanctions to be taken against the SGI, in accordance with the provisions of this General Regulation, in particular the suspension of all or part of its activity.

Article 53

The Regional Council is authorized to intervene, both with SGIs and with an operator, if it considers that market security so requires. It may in particular limit an operator's positions on a given security, if the situation of the security on the market so requires.

Paragraph 4 - The control of SGIs

I - Internal control

Article 54

Any company applying for SGI status is required, within the framework of the approval procedure, to designate internally a person responsible for internal control.

The internal controller's main duties are:

q) to ensure compliance by the SGI itself with all professional rules, in particular compliance with the prudential rules, applicable to it;

r) to ensure compliance with all rules of professional practice as well as ethical rules concerning the employees and agents of the SGI;

s) to ensure that the SGI's Internal Regulations as well as all documents relating to the ethical and professional rules applicable to them are communicated to employees and agents;

d) to ensure that the information documents relating to their transactions, provided for by the regulations, are communicated to the SGI's clients.

Article 55

The managers of SGIs are required to make available to their internal controllers all human and material resources necessary for the accomplishment of their mission.

II - External control

Article 56

The Regional Council shall carry out, in accordance with the provisions of this General Regulation, investigations or controls, on documents or on site, with SGIs or companies applying for that status.

Section II - Management activities under mandate

Paragraph 1: Private management

I - Principles

Article 57

Legal entities which, through placements and negotiations on the stock exchange carried out by the SGIs to which they transmit the corresponding orders, intervene discretionarily in the management of the securities entrusted to them on the basis of a management mandate established with their clients, are deemed to carry on, as their main activity, a private securities management activity under mandate.

These management companies for third parties must not hold their clients' securities and/or funds. They are called Wealth Management Companies.

Article 58

Not covered by the provisions of this chapter are persons mandated on a non-professional basis by the holder of a securities account under an ordinary power of attorney or a court decision.

Article 59

In addition to Wealth Management Companies, SGIs are permitted to carry out securities management under mandate as a related activity.

Article 60

The management mandate entrusted to a Wealth Management Company shall be the subject of a written contract whose particulars will be defined by an instruction of the Regional Council.

Article 61

The explanatory notes published by Wealth Management Companies for their clients must be approved by the Regional Council. They must mention:

a) the risks inherent in the nature of the transactions to be undertaken;

b) the methods of management;

c) the bases of remuneration for the management activity.

Article 62

Wealth Management Companies are prohibited from carrying out transactions between clients' accounts and their own accounts or from carrying out direct transactions between their clients' accounts.

Article 63

Wealth Management Companies receive, as remuneration for their activity, a brokerage or commission rebate from the SGIs with which they deal as well as management fees from their client. These fees are subject to approval by the Regional Council.

Article 64

Wealth Management Companies are liable, towards their clients, for their negligence as well as for their gross negligence.

Article 65

Companies carrying out securities management activities under mandate enjoy complete independence within a very precise framework constituted by the objectives sought by the client. These objectives are defined, within the framework of the management mandate, by mutual agreement between the clients and the company.

II - Approval conditions

Article 66

The minimum own funds of Wealth Management Companies are set by an instruction of the Regional Council.

Article 67

Wealth Management Companies must provide evidence of the good repute and professional experience of their managers, employees and agents in direct contact with the clientele.

Article 68

Wealth Management Companies must provide guarantees, sufficient sureties and demonstrate operational capacities appropriate to their activity.

III - The approval procedure

Article 69

The Regional Council approves Wealth Management Companies for the private management activity.

In order to apply for their approval, Wealth Management Companies are required to provide a file whose content is specified by an instruction of the Regional Council.

Article 70

Obtaining the approval is the subject of an individual decision which is published in the Official Bulletin of the Cote.

In the event of rejection of the application, the duly reasoned decision is notified to the company concerned.

Article 71

The Regional Council may withdraw its approval at any time. It shall state the reasons for its decision.

An appeal may be brought by the company concerned before the Court of Justice of the West African Economic and Monetary Union.

Paragraph 2 - Collective management

I - Principles

Article 72

Delegated collective management is carried out within "Collective Investment Schemes in Transferable Securities" (UCITS) grouped into:

a) Variable Capital Investment Companies (SICAV),

b) Common Investment Funds (FCP), co-ownership of transferable securities,

c) or any other form of collective investment approved by the Regional Council.

An instruction of the Regional Council determines the classification of UCITS and the prudential rules specific to each category of UCITS.

UCITS are required to seek the approval of the Regional Council before the start of subscription operations.

Banks, SGIs and any other structure authorized for this purpose by the Regional Council may create UCITS.

Article 73

No one may collectively manage, through a UCITS, as a usual profession and in a discretionary manner, securities accounts on behalf of its shareholders or unit holders without having previously obtained the approval of the Regional Council.

Stock market interventions are carried out through the SGIs to which the corresponding orders are transmitted.

II - Approval conditions

A) Common conditions

Article 74

Prior to the issue of shares or units of UCITS, the Regional Council must affix its approval to the information notice describing the characteristics of the UCITS concerned. After obtaining the approval, the information notice must be made available to the public.

The particulars that the information notice must contain are specified in an instruction of the Regional Council.

Article 75

The assets of a UCITS may only consist of cash, negotiable debt securities, and transferable securities issued in the zone.

As a derogation from the principle stated above, the Regional Council may authorize investments in other transferable securities or negotiable debt securities.

Article 76

The UCITS applying for its approval must undertake in writing to submit to the Regional Council, for prior approval:

a) any draft amendment to the methods of valuation of the shares or units listed in its assets compared to the method initially communicated to the Regional Council;

b) any draft legal and financial restructuring.

Article 77

The UCITS applying for its approval must undertake in writing to comply with the prudential rules defined by the Regional Council, in terms of risk coverage and diversification.

An instruction of the Regional Council defines the prudential rules applicable to UCITS as well as their scope of application.

Article 78

Generally, UCITS must present sufficient guarantees with regard to their organization, their technical and financial resources, the good repute and experience of their managers. They must take the necessary measures to ensure the security and transparency of transactions.

Article 79

The Regional Council may seek the opinion of the Regional Stock Exchange before any application of criteria different from those set out above.

B) Provisions concerning SICAVs

Article 80

The initial capital of a SICAV as well as the minimum capital below which share redemptions may not be carried out are set by an instruction of the Regional Council.

Article 81

The SICAV applying for its approval must undertake in writing to maintain the amount of its capital at all times after its approval equal to the net asset value of the company, after deduction of distributable sums which are equal to the net result, increased by retained earnings and increased or decreased by the balance of the income regularization account relating to a closed financial year.

Article 82

The assets of the SICAV must be kept by a single depositary chosen exclusively from among the SGIs.

Article 83

The depositary monitors the regularity of the management company's operations, in relation to prudential rules and the category of UCITS.

Article 84

The operation of SICAVs must comply with the following rules:

a) shares must be fully paid up upon issue;

b) contributions in kind are assessed under the responsibility of the statutory auditor approved by the Regional Council, and recorded at their value in the articles of association;

c) the removal of the preferential subscription right in the event of a capital increase;

d) no quorum must be required for the holding of the Ordinary General Meeting; the same applies on second convocation of the Extraordinary General Meeting;

e) payment of distributable income must occur no later than one month after the annual General Meeting which must be held within 4 months of the close of the financial year;

f) the Extraordinary General Meeting which decides on a transformation, merger or demerger, gives authority to the Board of Directors to assess the assets and the exchange ratio at a given date; this is done under the responsibility of the statutory auditor. Its certification exempts the General Meeting

from approving the accounts;

g) the articles of association contain the valuation of contributions in kind, determined by the statutory auditor. The latter does so in the context of a report annexed to the articles of association.

C) Provisions concerning Common Investment Funds

Article 85

The minimum amount of assets required for the formation of a FCP as well as the assets below which unit redemptions may no longer be carried out are set by an instruction of the Regional Council.

Article 86

The rules relating to joint ownership do not apply to the FCP.

The assets of the FCP must be kept by a depositary chosen exclusively from among the SGIs.

III- The approval procedures for UCITS

Article 87

A UCITS is approved, after examination by the Regional Council of a file containing the documents which will be specified by an instruction of the Regional Council.

Article 88

The examination of approval applications is completed by the communication of an individual decision rendered no later than at the end of the second ordinary meeting of the Executive Committee after the complete filing of the application. It is brought to the attention of the interested parties by registered letter.

Upon notification of its approval by the Regional Council, the UCITS concerned proceeds at its own expense to complete the legal publicity formalities, in particular in the Official Bulletin of the List.

The publication of the approval decision must occur no later than ninety days after its notification by the Regional Council.

Article 89

The certificate of deposit of funds for a FCP must be sent to the Regional Council by the depositary immediately after the deposit of funds. The approval of the Regional Council is deemed lapsed if this certificate is not received no later than forty-five days after notification of the approval. The management company of the FCP is informed of this lapse.

The transmission to the Regional Council of the certificate of deposit of the initial capital of a SICAV issued by the depositary must be carried out within forty-five days following the notification of the approval. If the certificate is not received within this period, the approval becomes lapsed. The SICAV is informed of this lapse.

Section III - Business Introducers

Article 90

Business Introducers are natural persons or legal entities who connect a client with an SGI or a Wealth Management Company for:

a) the opening of a securities account;

b) investment advice or discretionary management;

c) transmitting their clients' orders.

Article 91

Any natural person or legal entity who habitually or incidentally engages in the profession of Business Introducer, on an independent basis, may not carry out this activity without the prior approval of the Regional Council. In support of their application, these persons must provide:

• an extract from the criminal record,

• a curriculum vitae,

• a statement of the guarantees provided.

The Regional Council will specify in an instruction the information they must provide subsequently, including in particular a copy of the contract binding them to one or more SGIs or Wealth Management Companies.

In addition to the natural persons or legal entities approved for this purpose, banking institutions are authorized to carry out Business Introducer activities.

Article 92

The business introducer must prove that each order transmitted by him was indeed given to him by the principal. He must be able to prove the time of receipt of the order and the time of its transmission.

An instruction from the Regional Council specifies the conditions under which order transmission is carried out within the framework of the business introducer activity.

Section IV - Stock Investment Advisors

Article 93

Natural and legal persons who carry out stock investment advisory activities guide their clients' choices without substituting themselves for them as regards their final decisions.

Article 94

Natural persons who can prove sufficient experience in this field of activity, and legal persons who employ or use the services of agents who can prove the same conditions of professional experience, are admitted to carry out the stock investment advisory activity.

Article 95

No one may, as a usual profession, without prior authorization from the Regional Council, provide advice on investments, particularly of a stock market nature, to third parties.

Article 96

By way of derogation from the preceding article, SIUs and banking institutions are authorized to carry out the stock investment advisory activity.

Stock investment advisors, whether natural or legal persons, are not authorized to transmit stock exchange orders to SIUs on behalf of the clients they advise.

Article 97

Stock investment advisors, whether natural or legal persons, are prohibited from receiving deposits of funds or securities from their clients.

Article 98

Stock investment advisors must provide a service adapted to the client's needs and comply with an obligation of absolute discretion regarding non-public facts, acts and information of which they may have become aware in the exercise or on the occasion of their professional activities.

Stock investment advisors must, prior to the start of their operations, endeavor to define with their clients in writing the objectives of the investment.

Article 99

Any person carrying out the stock investment advisory activity is bound by an obligation of means.

Article 100

The remuneration of advisory activities is freely determined between the client and his advisor.

However, this remuneration may not, in any way, consist of a rebate of brokerage or commissions.

Section V - The Solicitors

Article 101

All operations carried out by a person who habitually goes either to the home or residence of persons, or to their workplaces, or to places open to the public and not reserved for such purposes in order to advise the subscription, purchase, exchange, sale of securities or participation in transactions on these securities are considered solicitation activities.

Offers of service made or advice given, on a habitual basis, for the same purposes as those referred to in the preceding paragraph, at the home or residence of persons or at workplaces by sending letters or circulars, or by telephone communication, are also considered solicitation activities.

Any form of peddling of securities which consists in going to the home or residence of persons or to their workplaces or to public places to offer or acquire securities with immediate delivery of the securities and immediate payment in full or in part in any form whatsoever is prohibited.

Article 102

No one may, as a usual profession, without the prior approval of the Regional Council, carry out solicitation activities.

An instruction from the Regional Council defines the elements of the approval file to be provided.

Section VI - Professional cards

Paragraph 1 - Principles of allocation

Article 103

In addition to the principles of allocation specific to each activity, the Regional Council subjects the issuance of all professional cards to the following conditions:

t) success in the professional aptitude tests or examination whose organization and management fall under the Regional Council;

b) the production of an extract from the criminal record and a curriculum vitae.

In the event of an unfavorable opinion, the decision of the Regional Council is not subject to appeal.

Professional cards are renewable each year, within the first fifteen days of the month of January of the new year.

Article 104

The issuance of professional cards is a prerequisite for the start of the activity concerned. However, at the start of the Regional Stock Exchange, the staff of SIUs who have not satisfied the conditions for success in the initial training program must comply within a maximum period of twelve months under penalty of withdrawal of the SIU's approval.

Paragraph 2 - The sectors of activity concerned

I - Activities benefiting from a monopoly

Article 105

Subject to the provisions of this General Regulation relating to the conditions applicable to the start of the Regional Financial Market, employees of SIUs responsible for negotiation, clearing, keeping of securities management accounts and internal control activities are required to obtain nominative professional cards. These cards are issued under the sponsorship of the SIUs with which their employment or mandate contract has been concluded.

The Regional Council keeps a declaratory list of internal controllers designated by each SIU.

Each SIU is required, under its responsibility, to communicate to the Regional Council the updated list of persons placed under its authority or acting on its behalf who carry out the functions requiring the allocation of a professional card.

Any breach of the obligation set out in the aforementioned preceding paragraph authorizes the Regional Council to suspend, in whole or in part, or to withdraw the approval of the SGI concerned.

Any resignation, dismissal, termination of the employment contract or mandate occurring between the persons referred to in this article and the SGI concerned entails the cancellation of the corresponding cards.

The suspensions and cessations of duties of employees holding professional cards, authorized to carry out activities on behalf of the SGIs within the National Stock Exchange Branches, are brought to the attention of the Regional Stock Exchange.

II - Portfolio management activities

A) Private management

Article 106

Natural persons responsible for the portfolio management activity with clients are subject to the prior issuance by the Regional Council of a professional card.

B) Collective management

Article 107

The persons responsible for the management of UCITS may not carry out their activity on behalf of their subscribers and holders of securities without having first obtained from the Regional Council the issuance of professional cards.

III - Solicitation of the public

Article 108

Natural persons who carry out activities of solicitation of the public (business introducers, canvassers) are required to have a professional card issued by the Regional Council. An instruction of the Regional Council defines the conditions for carrying out canvassing.

IV - Stock Investment Advisory activities

Article 109

Stock Investment Advisors must, prior to taking up their duties, hold a professional card from the Regional Council.

Article 110

The Regional Council periodically publishes the list of Stock Investment Advisors in the Official Listing Bulletin.

SUB-TITLE II - ISSUES OF SECURITIES

CHAPTER I - SECURITIES

Article 111

For the application of this General Regulation, securities are considered to be the securities issued by public or private legal persons, transferable by book-entry or by delivery, which confer identical rights by category and give access directly or indirectly to a fraction of the capital of the issuing person, to a general claim on its assets.

From the application of this General Regulation, all new issues and securities listed on the Regional Stock Exchange must be dematerialized and kept with the Central Depository/Settlement Bank.

Article 112

The Regional Council sets by an instruction a deadline for the dematerialization of all other securities in circulation.

CHAPTER II - CONTROL OF INFORMATION

Section I - Prior control

Article 113

The prior control of the public offering of savings is exercised at the level of the Regional Council. It consists of submitting to this institution for approval all information documents prepared by issuers wishing to make a public offering of savings.

Instructions of the Regional Council set and specify the mandatory mentions that these information documents intended for the public must contain.

Any modification affecting the information documents is subject to the prior approval of the Regional Council.

Article 114

Copies of advertising inserts and announcements intended for the written press as well as, where applicable, the scripts or texts of radio or television announcements must be previously submitted for approval to the Regional Council before their publication.

The processing times for these documents are set by an instruction of the Regional Council.

Article 115

Failure to obtain prior approval from the Regional Council entails, both with respect to the applicant and the public solicited, the nullity of the operation. In addition, issuers are liable to sanctions from the Regional Council, without prejudice to legal proceedings.

Article 116

All information or documents obtained by the Regional Council in the context of the examination of the elements of files submitted to its approval are deemed confidential, except those subject to mandatory legal publicity.

Article 117

The Regional Council may directly request from candidates all additional information it deems useful. It may also request that modifications be made to the substance or form of the documents.

The documents must be prepared in 6 copies, 3 of which are for transmission to the Regional Council by the Regional Stock Exchange.

Paragraph 1 - Introduction to the stock exchange

Article 118

The Regional Council may veto, by duly reasoned decision, any admission of a security to the listing, if it considers that this admission is likely to cause serious risks to savers.

Article 119

Without prejudice to the documents that may be specifically requested by the Regional Stock Exchange according to its own criteria for examining the files submitted to it, the Regional Council, for its part, proceeds to examine the files of companies that have applied for their introduction to the stock exchange on the basis of the information that will be specified by an instruction of the Regional Council.

Article 120

The file examined by the Regional Council is transmitted to it by the Regional Stock Exchange, accompanied by its favorable decision. The Regional Council expresses its possible veto within a period of seven (7) days.

Paragraph 2 - New issue of securities by a listed company

Article 121

Any project of new issue of securities by an issuer whose securities are already listed on the stock exchange is analyzed as a new issue.

Paragraph 3 - Public offer procedures

Article 122

The public offer means different procedures as to their objective, but presenting comparable modalities as to their implementation:

a) The Public Takeover Offer "OPA" means the procedure by which a natural or legal person publicly announces that it undertakes to acquire, at a determined price, a quantity of securities of another issuer,

b) The Public Exchange Offer or "OPE" differs from the preceding procedure only in that the securities targeted by the initiator of the offer are paid for in other securities and not in cash,

c) The Public Sale Offer, "OPV", is the procedure by which one (or more) holder(s) of securities publicly announces their intention to sell a determined quantity of securities at a firm and definitive price,

d) The Public Withdrawal Offer, or "OPR" means a public takeover offer that targets the minority shareholders of a company, with the avowed objective of having the majority shareholders proceed with the delisting of the securities of that issuer.

Article 123

Any public offer project concerning listed securities must obtain prior approval from the Regional Council.

For this purpose, an information memorandum is prepared and must contain the following information according to the types of public offer concerned:

a) the presentation of the transaction including the contact details of the SGI chosen to carry out the transaction, the identity of the company targeted by the offer, the minimum or maximum number of securities concerned by the public offer, the price or exchange ratio retained, the terms of payment or exchange and the date of such payment, the guarantees provided, the period and the dates during

which the offer is maintained;

b) the presentation of the initiator of the offer, in particular its identity, its business plan for the next two (2) financial years and the future dividend distribution policy, the restructuring plans, new issuance of securities, the number of securities already held in the target company, the reasons for this public offer, the objectives pursued, the origin of the funds or securities used for this procedure and the articles of association, the financial statements of the last two (2) financial years, the resolutions, minutes of the corporate bodies, the reports of the statutory auditors.

No public offer shall be opened without the prior dissemination of the information note bearing the approval of the Regional Council. This dissemination must in particular take the form of a publication in the Official Bulletin of the Listing, at the initiator's expense.

Any implementation of a public offer or a public issue of securities placed with the public of the UEMOA that has not received the prior approval of the Regional Council shall be deemed to constitute a manoeuvre intended to hinder the regular functioning of the market.

Article 124

The target company is required, within 15 days of the notification made to it of the offer in progress on its securities, to forward to the Regional Council, for information, the following documents:

a) a report on its financial position;

b) the breakdown of its shareholding;

c) any "defence agreements" concluded with other partners;

d) the reasoned opinion of the Board of Directors on the offer, and its possible decision to carry out acts other than day-to-day management.

Article 125

The Regional Council establishes the principles relating to the various types of public offers and delegates their practical implementation to the Regional Stock Exchange.

Any public offer procedure shall be invalidated whenever the subscribers or holders of securities covered by the offer cannot benefit from the same conditions for responding to the offer.

These provisions are not intended to prohibit the simultaneous taking into account of different elements of remuneration by the initiator of an offer, provided that all holders of the covered securities are given the ability to fairly choose between all the proposed elements of remuneration.

Any person intervening in the course of a public offer may only do so by means of a competing offer, for this purpose:

a) from the launch of the offer, any initiator of the offer is prohibited from directly or indirectly purchasing securities of the company targeted by any means other than the offer procedure itself;

b) a competing offer must be an overbid constituting a new offer committing at least 10 % of additional capital or securities;

c) in the event of competing offers, a procedure ensuring fair competition between the initiators shall be established for the benefit of the recipients of the offer;

d) the validity period of a public offer may not in any case be less than 30 days counted from the date of the opening of the offer determined by the Regional Council;

e) the increase or reduction in the number of securities requested or offered for the same category, as well as the increase or decrease in the price or consideration proposed by the initiator of the public offer, may only be carried out with the approval of the Regional Council.

In the event of a change in the terms of an offer, the offer shall be maintained for a minimum of 10 additional days from the official publication by the initiator of the change that has occurred.

f) as soon as a person has initiated the first steps leading to the filing of a draft information note relating to a public offer, the fact for any person in possession of information that they know to be confidential concerning the public offer project, to sell or buy, directly or through an intermediary, the securities concerned by the upcoming transaction or securities convertible or exchangeable into these securities, before this information and its source have been the subject of an announcement in the Official Bulletin of the Listing, shall be deemed to constitute a fraudulent act or manoeuvre.

g) public withdrawal offers may only be authorized for any holder, alone or as a result of acting in concert, of securities representing more than the majority of all categories issued by a company listed on the Regional Stock Exchange, when the remaining securities are held by fewer than 100 persons.

Furthermore, any public withdrawal offer carried out less than one year after the end of a tender or exchange offer procedure obliges its initiator to guarantee to holders wishing to dispose of their securities the same price or the same consideration as those previously offered to holders who responded to the initial offer.

h) any modification of a condition of an offer must first be the subject of an announcement published in the Official Bulletin of the Listing, at the announcer's expense.

The voting rights and dividend rights attaching to these securities are suspended for the duration of their holding by the company.

Section II: Control of Disseminated Information

I - Permanent Information

Article 126

The ex post control of the public call for savings by the Regional Council is exercised by verifying the legal, regulatory, judicial or other publications required of issuers.

Article 127

Companies whose securities are listed on the Regional Stock Exchange are required to provide at a minimum:

a) within 3 months of the end of each financial year:

(i) a statement of activities and results;

(ii) where applicable, the same documents as those designated above, drawn up on a consolidated basis.

b) within 45 days following the approval of the financial statements by the Ordinary General Meeting:

c) the summary financial statements, consolidated where applicable, approved and bearing the attestation of the statutory auditors:

(ii) the decision on the allocation of the result;

u) a copy of the text of the resolutions of the General Meeting convened in ordinary or extraordinary form, where applicable, with indication of any amendment affecting the articles of association in the latter case.

Article 128

When an information note and the documents accompanying it are disseminated more than three (3) months after the date of the affixing of the approval of the Regional Council, the legal and financial information contained in the entirety of these documents must be updated and submitted to the Regional Council for approval.

Article 129

Within one month of the start of the public subscription operations for securities or of the response by holders of securities subject to a public offer, the issuer or its agent is required to report to the Regional Council on the progress of the operations.

At the close of the operations, a statement of subscriptions or responses made to the offer is submitted by the Regional Stock Exchange to the Regional Council.

Article 130

The Regional Council may, at any time after the issuance of its approval and during the course of offers or subscription operations following capital increases, interrupt them for serious reasons likely to harm the interests of savers, such as the disclosure of incomplete or erroneous information. These reasons are brought to the attention of the issuer and the public.

If, after the investigation phase, this interruption is converted into a cancellation, the issuer's appointed financial institution is required to proceed with the refund of subscriptions already made or the return of securities already received in response to a public offer procedure.

Article 131

The limitation period concerning liability actions that may be brought after the issuance of the Regional Council's approval, in the event of the discovery of inaccuracies or material omissions that have caused damage to savers, is set at three (3) years.

However, if the inaccuracies and material omissions prove to be fraudulent in origin, the limitation period mentioned in the preceding paragraph is extended to 10 years.

II - Event-driven information

Article 132

When new facts, likely to have an impact on the price of a listed security, have occurred, the issuer shall, at its own expense and in the broadest possible manner, disseminate the information to the public as soon as it becomes aware of it.

Section III - Exemptions from obtaining approvals

1. Private securities

Article 133

The prior approval formality with the Regional Council is not required for the admission of securities to listing in the following cases of new securities:

a) allocated on the occasion of an incorporation of reserves;

b) issued with a capital increase in substitution for securities already listed;

c) issued with a capital increase and reserved in full to the employees of the issuer or its group;

d) created in consideration of the exercise of subscription, exchange or other rights within the framework of a previous issue of securities listed on the stock exchange;

e) allocated as payment of dividends;

The prior approval formality may also not be required for an issue remunerating contributions of securities received within the framework of exchanges following mergers and public exchange offers. Within this framework, information must be sent to the Regional Council by mail. The latter analyzes the appropriateness of compiling a complete file.

Article 134

The Regional Council may, by unanimous vote of its members, exempt any issuer of private securities from:

a) the obligation of prior visa when the Regional Council is certain that this exemption is in the general interest of savers and that the regular functioning of the financial market is preserved,

b) the establishment of certain documents.

Article 135

The complete files to be transmitted to the Regional Council, in all cases where its prior visa is not required, shall consist of the following drafts:

a) information memorandum to be disseminated to the public,

b) concise information circulars intended for the completion of legal and commercial advertising and to serve as support for canvassing activities or any other process of soliciting the public.

2. Public securities

Article 136

During issues of public loan securities, or securities guaranteed by a State or a group of States, the governments of the States or the public authorities shall prepare an information note which is transmitted to the Regional Council before the issue date of the securities. The note is exempt from prior approval before its distribution to the public. However, it must contain the following information:

a) the name of the State or public authority responsible for the issue;

b) the description of the securities offered and their terms;

c) the nominal value and the unit subscription price;

d) the purpose and destination of the funds raised;

e) the plan for distribution of the securities to the public:

f) the terms of remuneration of the loan evidenced by these securities.

Article 137

Issues carried out by States or public entities may be exempted from the dissemination of certain elements of the information note required by the Regional Council when these are likely to jeopardize national defense, foreign policy, public order or the fundamental interests of one of the Member States of the Union.

CHAPTER II - SPECIAL OPERATIONS

Article 138

The purchase and subscription of its own shares are prohibited for any company listed on the Regional Stock Exchange, except, for an amount not exceeding 10% of the capital, within the framework of a regulation of the market for its securities and in accordance with the deadlines and procedures set by the instructions of the Regional Stock Exchange.

Article 139

The purchase and sale of its securities by an issuer listed on the Regional Stock Exchange for the purpose of regulating the market may only be done through a liquidity contract concluded between the issuer and an SGI.

SUB-TITLE III - CLIENTS AND THE PUBLIC

CHAPTER I - PROTECTION OF INVESTORS ON THE STOCK EXCHANGE

Section I - Principles for opening securities accounts

Article 140

Securities accounts may only be opened with an SGI, or with issuers for the securities they have issued.

Article 141

The opening of a securities account for a client by an SGI must be subject to an account agreement.

Article 142

The SGI must inform its client of the general conditions applied to the operations it carries out on its behalf, the conditions of use of this account, the prices of the various services to which it gives access and the reciprocal commitments of the SGI and the client.

These conditions and commitments are the subject of the agreement concluded between the SGI and its client.

An instruction of the Regional Council sets out the mandatory particulars that this agreement must contain.

Article 143

The securities account opening agreement may not be subject to any modifications in its operation without prior notification, by one of the parties, of the proposed changes, by registered letter with acknowledgment of receipt.

The other party to the contract may reject the proposed modifications, without this automatically entailing termination of the contract.

Acceptance of the proposed modifications must be subject to an effective date freely determined between the parties.

Article 144

The account agreement may be terminated at any time by either party by registered letter with acknowledgment of receipt. Termination by the SGI takes effect 15 days from the date of receipt of the letter by the client.

The SGI shall give the client reasons for its decision.

Article 145

The members of the Regional Council as well as any person acting on behalf of the Regional Council, the Regional Stock Exchange, the Central Depository/Settlement Bank, an SGI or its subsidiaries, may only hold, with the SGI of their choice, for the purpose of carrying out stock exchange operations for their own account, securities accounts opened in a specific category.

This provision extends to the staff of Wealth Management Companies, to UCITS managers, to business introducers, stock investment advisers and their staff, to that of any entity and to any natural person who may be authorized by the Regional Council as well as to persons acting on their behalf, whether or not the latter are bound by an employment contract.

The conditions under which the aforementioned persons may operate for their own account are specified in an instruction of the Regional Council.

Article 146

The management of the securities account must be subject to a written mandate entered into between the account holder and a Wealth Management Company or an SGI.

Section II - Principles of account operation

Paragraph 1: Trading

Article 147

The SGI shall notify the account holder of each operation carried out.

Any executed order, any completed operation, must be the subject of a transaction notice sent to the client no later than the business day following the operation.

This notice includes in particular information concerning the conditions of execution of each order or the conditions of each operation affecting the client's account.

Article 148

Any SGI having accepted a stock exchange order and which does not execute it through its own fault or negligence is required to compensate the client from securities or cash belonging to it, under the conditions that would have been those of the initial negotiation.

Article 149

No SGI may, as things stand, accept a client's order under which the settlement of purchased securities or the delivery of transferred securities must be made to a third party designated by the client without the following procedures having been complied with:

a) identification of the agent;

b) the delivery to the SGI of a document proving that the client has provided instructions to its agent concerning the execution of its order;

c) the delivery of a transaction notice to the client after this specific transaction.

Article 150

All information relating to the operation of securities accounts is sent to the address indicated to the SGI by their holders.

Article 151

In the context of their account-keeping activity, the SGIs are obliged to transmit to their clients, as soon as they receive them from the issuers, the corporate documents on the basis of which the latter may exercise their rights as shareholders. The documents transmitted must have attached to them voting proxies for the relevant meetings.

For this purpose, each proxy addressed to any holder of the relevant security must include an identification number and indicate the exact number of shares held by the SGI on its behalf.

Article 152

Brokerage fees, commission rates and billing of expenses charged by the SGIs to their clients in the context of their stock exchange trading activity are free subject to their approval by the Regional Council.

Paragraph 2 - Discretionary management

Article 153

No discretionary management of securities belonging to a client may take place without the prior conclusion of a written agreement between the agent and the client.

Article 154

All approved intermediaries admitted to carry out discretionary management of securities accounts are required to communicate their rates to their clients at the time of signing the agreement binding them, as well as the conditions for subsequent modifications. They must be available for consultation in the official stock exchange bulletin.

These rates must be communicated beforehand to the Regional Council for approval.

Section III - The regulation of public solicitation

Article 155

Are admitted by right, after declaration to the Regional Council, to use canvassing:

a) banking establishments,

b) Wealth Management Companies,

c) SGIs,

d) business introducers,

e) natural or legal persons approved for this purpose.

Article 156

The Regional Council may require the natural or legal persons mentioned in Article 155 above to modify the presentation or content of the documents used for canvassing activities.

If these persons have disregarded the injunction of the Regional Council concerning the points referred to in paragraph 1 above, the latter may pronounce against them the withdrawal of the previously granted authorisation to use any public solicitation procedure.

Article 157

Any canvassing operation must be accompanied by the sending or delivery to the person solicited of the information note or any other explanatory document, bearing, where applicable, the approval of the Regional Council before any first circulation.

The updating of the aforementioned documents is analysed as a new document.

Article 158

SGIs, Wealth Management Companies and banking institutions, in their capacity as employers, are each civilly liable for all acts of their salaried canvassers, carried out during their employment with them.

Article 159

Persons who are the subject of canvassing or any solicitation within the framework of a contract offer relating to transactions concerning investment products benefit from a reflection period of 7 working days. No transaction may be initiated before this period.

CHAPTER II - INFORMATION TO THE PUBLIC

Section I - The obligation to inform

Article 160

Information given to the public must be accurate and precise.

Article 161

The communication of inaccurate, imprecise or misleading information, or its dissemination made knowingly, constitutes, for any person, an infringement of the good information of the public.

Any infringement of the information of the public shall be sanctioned in accordance with the provisions set out in this General Regulation of the Regional Council.

Article 162

Any person who initiates, for their own account or for the account of another person, a financial operation likely to have a significant impact on the price of a security must, as soon as possible, bring the characteristics of this operation to the attention of the public, unless confidentiality is momentarily necessary for the completion of the operation.

The person who assesses the need for confidentiality and defers the publication of the relevant information assumes responsibility for it before the Regional Council.

Article 163

When a person has been required to make statements of intention and, subsequently, they are no longer in conformity with their initial declaration, they are required to immediately bring their new intentions to the attention of the public.

Section II - Information relating to threshold crossings

Article 164

Any natural or legal person who, at one time or another, holds alone or in concert a certain fraction of the capital or voting rights of a company listed on the Regional Stock Exchange must declare the amount of their holding.

The capital and voting rights thresholds to be reached or held for the application of paragraph 1 above are set respectively at 10 %, 20 % and 33,33 %, 50 % and 66,66 %.

The declaration referred to in the aforementioned paragraph 1 also applies to any reduction in holding below the thresholds mentioned in the preceding paragraph.

Article 165

The information is brought to the attention of the following respectively and at the same time:

a) the listed company whose securities have been acquired or obtained;

b) the next annual general meeting of the new holder of these securities, if they are a legal person;

c) the Regional Council;

d) the public.

Article 166

The information referred to in Article 165 above must be brought to the attention of the public by a notice in the Bulletin de la Cote, the author of which ensures its effective and complete dissemination, at their own expense.

This notice is transmitted to the Regional Council prior to its publication.

Article 167

The holder of the securities referred to in Article 164 of this Regulation is required to provide clear, precise and sincere information on the following elements:

a) the number of securities previously held by them and their nature;

b) the number of securities, acquired or received without consideration, that triggered the crossing of a threshold set by Article 164;

c) whether they are acting in concert, or for the benefit of their group of companies;

d) their objectives for the coming twelve (12) months concerning the company whose securities are held.

Article 168

Failure to declare an upward or downward threshold crossing results in the deprivation, for 1 year, of the voting rights attached to all the shares henceforth held by the persons subject to this obligation.

Article 169

The Regional Council may request the persons subject to the declaration obligation and the issuers whose securities they hold to publish, within appropriate time limits, information that it deems useful for the protection of investments and the proper functioning of the market.

Failing this, the Regional Council itself proceeds to the publication of the information considered in paragraph 1 above, at the expense of the issuers or of these persons.

CHAPTER III - REPAIR OF HARMFUL FACTS BY APPROVED STRUCTURES OR COMMERCIAL INTERVENORS

Articles 170

Any dispute concerning a stock exchange transaction, not settled amicably, or any legal action brought against any of the structures or approved intervenors by the Regional Council is brought to its attention.

By way of indication, the following facts may be prosecuted before the courts:

a) excessive trading in securities in relation to the client's financial resources or in relation to the existing market for a given security,

b) the direct purchase or incitement to purchase on the stock exchange of securities at successively higher prices or the sale of securities at successively lower prices intended to create a misleading appearance of very high activity in these securities or to influence the prices of these securities,

c) any manoeuvres intended to influence the prices of securities with a view to deriving a gain or avoiding a loss,

d) the circulation of false rumours intended to affect market conditions,

e) advances or loans of money by approved structures to clients against the correlated pledge of securities.

Article 171

The heads of the National Stock Exchange Branches are authorized to receive written complaints from savers in order to forward them to the Regional Council for examination.

Article 172

Any person who has suffered material, direct and personal damage as a result of the actions of a person approved by the Regional Council may bring a direct action against them.

Article 173

Where a person who is a victim of fraudulent manoeuvres or acts constituting insider trading brings a direct action before the courts of the State of their domicile, the judge seized of the case is required to verify that the Regional Council has been informed in order to allow it to submit its observations at the hearing.

SUBTITLE IV - FOREIGN INVESTMENT PRODUCTS

CHAPTER I - LISTING OF FOREIGN SECURITIES

Article 174

No security issued outside the UMOA by a private or public entity or a non-resident UCITS of the Union may be listed on the Regional Stock Exchange of Securities.

Non-residents are understood to mean natural persons whose principal centre of interest is outside the Union and legal persons under local or foreign law by their establishment located outside the Union.

Article 175

Any listing carried out in contravention of the provisions of the preceding article is null and void and without effect, and exposes the responsible issuer and its agents to the penalties sanctioning cases of stock market manoeuvres intended to hinder the regular functioning of the market.

CHAPTER II - SOLICITATION OF THE UMOA PUBLIC

Article 176

Any solicitation of the UMOA public by a non-resident entity, or on its behalf, with a view to offering the acquisition of investment products is subject to the prior authorization of the Regional Council, subject to the favorable opinion of the Authority in charge of foreign exchange control of each of the countries concerned.

SUBTITLE V - SETTLEMENT OF PROFESSIONAL DISPUTES

CHAPTER I - APPEAL AGAINST DECISIONS OF MARKET STRUCTURES

Section I - The jurisdiction of the Regional Council and the nature of appeals

Article 177

The Regional Council is the body of appeal exercising full jurisdiction against all decisions of the market structures it approves, in particular where the latter impose on those of their shareholders or members who have breached the regulatory provisions they enact, sanctions of a disciplinary nature.

Article 178

The Regional Council assesses the nature, lawfulness and proportionality of the precautionary sanctions taken by the Regional Stock Exchange of Securities and the Central Depository/Settlement Bank.

Section II - Organization of the procedure

Article 179

The Regional Council sits as a recourse instance against the disciplinary decisions of market structures.

Article 180

The recourse is addressed to the Regional Council by the requesting party. The document sets out the grievances against the decision rendered by the structure concerned.

Article 181

Within one month of the referral, the Regional Council examines the cases considered.

Article 182

A hearing date is communicated to the parties concerned.

The hearing may not be set for a date more than three (3) months from the date entered on the acknowledgment of registration of the letter of referral addressed to the Regional Council, except in exceptional circumstances which shall be justified in writing to the parties concerned.

Article 183

The time limit for appeal before the Regional Council is set at 30 days, from the date of receipt of notification of the decision by the parties by registered letter with acknowledgment of receipt.

Article 184

As decisions rendered by the Regional Stock Exchange and the Central Depository/Settlement Bank are enforceable by provision, an appeal brought before the Regional Council against the decisions of these market structures cannot be suspensive.

Article 185

Decisions of the Regional Council overturning or invalidating sanctions taken by the market structures may charge the latter with the cost of compensating for any damage and loss suffered by the complainants as a result of their decisions.

Article 186

Each party to the proceedings may be assisted by a counsel. Hearings are not public. They are held at a place fixed by the appeal body.

The decision of the Regional Council is delivered after a maximum deliberation period of 15 days from the date of the last hearing.

Article 187

The decision of the appeal body is rendered in last resort with respect to each of the parties concerned.

CHAPTER II - DISPUTES BETWEEN COMMERCIAL OPERATORS

Article 188

Disputes or conflicts of a professional nature that may arise between the various natural and legal persons approved for the functions of commercial operator by the Regional Council are submitted to the Regional Council for conciliation and arbitration.

The various parties undertake not to bring any appeal action following the arbitration decision.

Article 189

The procedural rules described above apply to the conciliation and arbitration procedure.

Article 190

The Regional Council rules in equity, having regard to the circumstances of the case brought before it. It endeavors to reconcile the points of view of the parties concerned in order to settle the disputes arising from their professional relations.

SUB-TITLE VI - MISCELLANEOUS PROVISIONS

Article 191

Contracts concluded between the market structures in the course of their activities are submitted to the Regional Council for information.

This provision also applies to agreements reached between financial intermediaries or between the latter and the market structures.

Article 192

This General Regulation enters into force from the date of its adoption by the Council of Ministers of the West African Monetary Union.

Article 193

The provisions of this General Regulation may be amended by the Council of Ministers of the West African Monetary Union.