Instruction COSOB No. 97-03 of November 30, 1997, Implementing Regulation COSOB No. 96-02 on Information to be Published by Companies and Organizations Making a Public Offering

Instruction COSOB No. 97-03 of November 30, 1997 Implementing Regulation COSOB No. 96-02 of June 22, 1996, Relating to the Information to be Published by Companies and Organizations Making a Public Offering

I. GENERAL PROVISIONS

Joint-stock companies and public institutions are required, prior to any public offering or admission to the stock exchange, to produce a document intended for public information.

This document, known as the "information notice," must be submitted for prior visa approval by the Commission before being made available to the public.

The Commission's visa cannot be equated with a recommendation to subscribe to or purchase the proposed securities. It contains no judgment or assessment of the proposed transaction.

It signifies only that the information provided in the visa-approved information notice appears true and sufficient for a potential investor to base their decision.

Issuers are strictly bound by the deadlines for distributing information notices.

When issuing securities with a public offering, the visa-approved information notice must be available to the public before the start of the proposed transaction.

The legal representative of the company or public institution attests by their signature on the notice that the information contained therein is, to their knowledge, consistent with reality and that the notice contains no omissions likely to alter its meaning.

The second information document is the prospectus.

It is a brief and synthetic document. It summarizes in a few pages the most important and significant information contained in the information notice.

The prospectus must simplify the information without distorting it. It is intended for intermediaries, their representatives, and the public.

The notice models developed by the Commission cannot account for all specific cases for each company or public institution. Issuers may propose adaptations deemed necessary to the Commission.

II. SPECIFIC PROVISIONS

Article 1. — This instruction aims to define, in accordance with the provisions of Regulation COSOB No. 96-02 of June 22, 1996, the content of the information documents – information notice and prospectus – that companies, organizations, and institutions making a public offering must publish.

Art. 2. — Any issuer of securities seeking a visa must send five (05) copies of a draft information notice to the Commission.

The final text of the draft must be deposited with the Commission in ten (10) copies, one of which must bear the signature of the issuer's legal representative and that of the auditor(s).

After obtaining the visa, the issuer must send the Commission ten (10) copies of the information notice in its final form.

The draft information notice is presented by a representative of the issuer or by a financial intermediary.

When the draft is presented by an intermediary, it must include the name of the contact person with whom the Commission's competent services can contact the company.

Art. 3. — The two (02) month period during which the Commission has to grant or refuse its visa begins to run from the date of acknowledgment of receipt of the draft information notice.

Art. 4. — The Commission notifies the issuer in writing of the number and date of the visa for the information notice.

Art. 5. — Any advertisement or advertising article relating to the proposed transaction must mention the visa number of the information notice as well as the institutions where this notice is available.

Art. 6. — The information notice and the prospectus must be published according to the models attached as annexes to this instruction.

Art. 7. — If the proposed transaction is not carried out within twelve (12) months from the date of grant of the visa, the issuer is required to request the Commission's visa again.

Art. 8. — Any draft information notice presented for the Commission's visa must be accompanied by payment of the fee provided for by the regulations.

COSOB Regulation Instruction No. 97-03

Art. 9. — This instruction enters into force on the date of its signature.

Done in Algiers, on November 30, 1997

The President
Ali BOUKRAMI

ANNEXES

ANNEX I: Information Notice to be Published on the Occasion of an Emission/Admission.
ANNEX II: Information Notice to be Published on the Occasion of the Formation of a Company with a Public Offering.
ANNEX III: The Prospectus.

ANNEX I

INFORMATION NOTICE TO BE PUBLISHED
ON THE OCCASION OF AN EMISSION/ADMISSION

INTRODUCTION: Summary of the Notice
Provide a summary of the information presented in the notice that is most likely to influence the investor's decision. This summary must synthesize significant information, both favorable and unfavorable, regarding the issuer and the securities to be placed.

CHAPTER I
INFORMATION CONCERNING THE TRANSACTION

1.1 Issuance of Shares
1.1.1- Decisions originating the transaction:
Date of authorization by the general meeting, decision of the board of directors or management board.
1.1.2- Amount of the issuance:
Number, nominal value, form, and category of the securities. Particular rights attached to the shares (dividend right, voting right...). Transfer regime of the securities. Also indicate the share of net accounting assets per security before and after the issuance. Payment terms for the price, particularly regarding shares not fully paid up at subscription. 1.1.3- Issue Price:
1.1.4- Gross proceeds and estimated net proceeds of the issuance. Use of net proceeds (main intended uses).
1.1.5- Charges related to the transaction:

• Evaluation of the total amount of charges related to the issuance transaction, including the global remuneration of financial intermediaries and legal or administrative fees.
  1.1.6- Entitlement to new shares:
• Date of entitlement entry.
• In the case where a capital increase by free share allocation is concomitant or subsequent to the issuance, specify the terms of this allocation.
  1.1.7- Conditions for exercising the preemptive subscription right:
  If this right is waived, provide the reasons.
  1.1.8- Subscription Period.
  1.1.9- Domiciliary Institutions.
  1.1.10- Conditions for the issuance of shares.
  Terms and deadlines for the delivery of shares.
  1.1.11- Guarantee of good performance:
• Indicate, if applicable, the natural or legal persons who, vis-à-vis the issuer, take up the issuance firmly or guarantee its good performance. If the firm take-up or guarantee does not cover the entire issuance, mention the uncovered share.
• When a placement syndicate has been formed, indicate the lead banker and the intermediaries forming part of the syndicate.
  Specify the terms for the return of funds in case of an unsuccessful transaction.
  1.1.12- Purpose of the issuance:
• Intended allocation of the issuance.
• Indicate, as appropriate, if the collected funds will contribute to new investments, the strengthening of the financial structure, and the reconstruction of capital.
• Indicate, if applicable, if other external resources will be used to meet the company's financial needs.
  1.1.13- Applicable tax regime.

1.2- Issuance of Ordinary Bonds:
1.2.1- Decisions originating the transaction:

• Date of authorization by the general meeting, decision of the board of directors or management board.
  1.2.2- Number, nominal value, form, and category of the securities (registered or bearer).
  1.2.3- Issue Price:
• Indicate the amount due at issuance, distinguishing within this amount the premium and the immediately paid-up nominal value.
  1.2.4- Gross proceeds and estimated net proceeds of the issuance. Use of net proceeds (main intended uses).
  1.2.5- Charges related to the transaction:
• Evaluation of the total amount of charges related to the issuance transaction, including the global remuneration of intermediaries and legal or administrative fees.
  1.2.6- Terms and deadlines for the delivery of securities:
• Indicate, if applicable, the expected date of account registration in the subscriber's name.
  1.2.7- Entitlement to securities:
• Date of entitlement entry and interest maturity dates.
  1.2.8- Settlement Date.
  1.2.9- Interest rate and real yield rate for the subscriber:
• Indication of the gross actuarial yield rate, specifying the date on which the rate is calculated, the definition, and the significance of this rate.
  1.2.10- Subscription Opening Period.
  1.2.11- Total duration and average life of the loan.
  1.2.12- Amortization, repayment:
• Amortization schedule, terms of normal amortization, option for early amortization, draw, repayment price.
  1.2.13- Tax regime: applicable to interest and capital.
  1.2.14- Guarantees:
• Nature and precise scope of guarantees and commitments intended to ensure the repayment of securities and the payment of interest.
• When the loan is subject to a firm take-up contract by a bank syndicate, indicate the lead banker.
  1.2.15- Bondholders' Body:
• Organization of the bondholders' body, method of designation of its representatives.
  1.2.16- Quotation of Securities:
• Indicate if the company intends to request admission to the official list of new bonds immediately upon the closing of the issuance.
  1.2.17- List of institutions responsible for the financial service of the loan:
• Specify that this list will be kept by the issuing company available to bondholders.
  1.2.18- Purpose of the issuance:
• Intended allocation of the issuance.
• Indicate, as appropriate, if the collected funds will contribute to new investments, the strengthening of the financial structure, and the reconstruction of capital.
• Indicate, if applicable, if other external resources will be used to meet the company's financial needs.

1.3- Issuance of Convertible Bonds:
1.3.1- Description of the transaction:
1.3.1.1- Decisions originating the transaction.

• Date of authorization by the general meeting, maximum amount authorized, decision of the board of directors or management board.
  1.3.1.2- Number, nominal value, form, and category of the securities (registered or bearer).
  1.3.1.3- Issue Price – Payment Terms.
  1.3.1.4- Gross proceeds and estimated net proceeds of the issuance. Use of net proceeds (main intended uses).
  1.3.1.5- Charges related to the transaction:
• Evaluation of the total amount of charges related to the issuance transaction, including the global remuneration of financial intermediaries and legal and administrative fees.
  1.3.1.6- Terms and deadlines for the delivery of securities:
• Indicate, if applicable, the expected date of account registration in the subscriber's name.
  1.3.1.7- Entitlement to securities:
• Date of entitlement entry and interest maturity dates.
  1.3.1.8- Conditions for exercising the preemptive subscription right of shareholders.
• If applicable, the reasons for its waiver.
  1.3.1.9- Subscription Period.
  1.3.1.10-Domiciliary Institutions:
• List of institutions responsible for collecting public subscriptions.
  1.3.1.11- Quotation of Securities:
• Indicate if the company intends to request admission to the official list of new bonds immediately upon the closing of the issuance.
  1.3.1.12- List of institutions responsible for the financial service of the loan.
• Specify that this list will be kept by the issuing company available to bondholders.
  1.3.1.13- Guarantees:
• Nature and precise scope of guarantees, securities, and commitments intended to ensure the repayment of securities and the payment of interest.
  When no such securities, guarantees, or commitments exist, this fact must be mentioned.
  Mention, if applicable, clauses subordinating the loan to other debts of the company, already contracted or future.
  Indicate, if applicable, the natural or legal persons who, vis-à-vis the issuer, take up the issuance firmly or guarantee its good performance. When a placement syndicate has been formed, indicate the lead banker and the intermediaries forming part of the syndicate. 1.3.2- Financial characteristics of the bonds:
  1.3.2.1- Interest rate and real yield rate for the subscriber (specifying the date on which the latter is calculated, its definition, and its significance). 1.3.2.2- Total duration and average life of the loan:
• Indication of the total duration.
• Indication of the average life of the loan, specifying the definition and significance of this duration.
  1.3.2.3-Amortization, repayment:
• Amortization schedule, terms of normal amortization, option for early amortization, draw, repayment price.
  1.3.2.4- Tax regime: applicable to interest and capital.
• Organization of the bondholders' body, method of designation of its representatives.
  1.3.2.5- Bondholders' Body
  1.3.3- Conversion of Bonds:
  1.3.3.1- Conversion Period of Bonds into Shares:
  As appropriate, indicate:
• The period(s) during which the bonds are convertible,
• The date from which the bonds are convertible at any time.
  1.3.3.2- Terms of Conversion of Bonds into Shares.

1.4- Admission:
1.4.1- Decisions originating the transaction:

• Date of authorization by the general meeting, decision of the board of directors or management board.
  1.4.2- Securities Admitted to Quotation:
• Number, nominal value, form, and category, date of entitlement of the admitted securities.
  Specify the share of social capital they represent.
• If applicable, description of particular rights or privileges attached to the shares.
• If applicable, summary description of the share transfer regime (e.g., approval clause).
  1.4.3- Expected Admission Date.
  1.4.4- Number of securities made available to the market.
  1.4.5- Offer Price.
  1.4.6- Charges related to the transaction:
• Evaluation of the total amount of charges related to the introduction, including the global remuneration of financial intermediaries and legal or administrative fees.
  1.4.7- Name of the stock exchange broker responsible for the admission.

CHAPTER II
INFORMATION CONCERNING THE ISSUER

2.1- General Information

• Company name of the issuer
• Legal form – Date of constitution and expiration of the company – Applicable special legislation,
• Corporate purpose,
• Registered office address,
• Date and place of deposit of the draft statutes,
• Corporate purpose,
• Indication of the register and registration number on this register,
• Indication of the places where legal documents relating to the issuer (statutes, minutes of general meetings, reports of auditors...) can be consulted,
• Statutory distribution of profits,
• Financial year (start date, end date, duration),
• General meetings (indicate the modes of convocation, conditions for admission, and exercise of voting rights),
• Institution(s) ensuring the financial service of the issuer.
  Mention any significant modification of its constitutive deed.

2.2- Capital:
2.2.1- Composition of Capital:

• Indicate the amount and different categories of shares issued. Conditions to which the statutes subject modifications of capital.
  2.2.2- Convertible Bonds:
  If there are securities of this category, indicate:
• The exercise periods of the option and the conversion bases.
  If applicable, the number of convertible bonds remaining in circulation.
  2.2.3- Table of Capital Evolution:
• The evolution of the company's capital over the last three (03) years, or since its origin if it was constituted less than three (03) years ago, will be presented according to the following table:

Amount of Capital Variations
Year
Capital Increases carried out over the last 02 years or since the origin of the company if it is less than 02 years old. Share Issuances Cash Capital Increases Conversion of Convertible Bonds Incorporation of Reserves Nature Contributions Successive Amounts of Capital Cumulative Number of Company Shares (Nature of the operation, number, and nominal value of new shares). (1) (2) (1) (2) (1)- Nominal (2)- Issue Premium

• Mention any capital reduction, if applicable.

2.3- Capital Distribution:
2.3.1- Indicate, mentioning the date on which the information was collected:

• The number, even approximate, of shareholders,
• Shareholders or groups of shareholders who directly or indirectly own 5% or more of the capital,
• The percentage of capital held by the board of directors or management board,
• The number of treasury shares acquired and held in portfolio by the issuer or by one of the companies in which it participates with more than 50%,
• The percentage of capital potentially held by the personnel.
  2.3.2- Significant movements affecting the capital distribution over the last two years.

CHAPTER III
ACTIVITY

The information provided at this level must be presented in a form adapted to the nature of the issuer's activity (industrial or commercial activity, financial activity).

3.1- Presentation of the Company:
3.1.1- History:
Brief history of the evolution of the company's or group's structure over the last few years.
3.1.2- Organizational Chart (of the holding):
List the main subsidiaries and affiliated companies as well as the main sectors, indicating the jurisdiction of constitution of these subsidiaries and affiliated companies. 3.1.3- Regulation 3.1.4- Essential Characteristics of the Activity:

• Indicate the main branches of activity and the different products or services rendered.
• Provide more details on the activity segments that generate the most revenue for the company.
• Production volume over the last two (02) financial years.
  3.1.5- For banks and financial institutions, provide the following information:
• Number of accounts opened by the bank's clientele, distinguishing between companies and individuals.
• Table tracing the evolution of deposits and credits over the last two (02) financial years.
• Data on risk coverage.
• Percentage distribution of credits by sector of activity.
• Table representing the evolution of gross banking product, banking operating expenses, and net banking product over the last two (02) financial years.
  3.1.6- Outlets and Market Position:
• Main outlets.
• Indication, if possible, of the relative importance of the main clients.
• If possible, indications regarding the position occupied by the issuer in the market by its products or services (specify the source of the information).
  3.1.7- Main Installations:
• Summary indications on the number and geographical distribution of factories, warehouses, counters, agencies, branches, land...
• Are the surfaces covered by these installations in full ownership, simple lease, or financial leasing?
  3.1.8- Personnel:
• Evolution of staff over the last two (02) financial years or since the constitution of the issuer if it is less than two (02) years old.
• Distribution of personnel by major branches of activity and by functions.
• Social balance sheet: existence, publication, and distribution.
  3.1.9- Investments:
  Provide a numerical description of the main investments made over the last two (02) financial years.
  Provide the geographical distribution of these investments.
  3.1.10- Supplies:
  Provide indications on the origin of supplies.

3.2- Information on Subsidiaries and Participations:
Indicate characteristic data on the activity of subsidiaries whose importance is significant at the level of the parent company's assets or results.

3.3- Litigation:
Indication of any litigation or arbitration likely to have had, in the recent past, a significant impact on the financial situation of the issuer, its activity, its results, and if applicable, on its group. In the absence of these elements, state this explicitly.

3.4- Important Contracts and Commitments:
Provide information on all important contracts and commitments concluded. Provide a summary description and give the date of the contract and the names of the parties.

3.5- Risk Factors:
Clearly indicate the risk factors (example: absence of market, market penetration, competition, climatic hazards, individual ownership...) If these factors are significant, highlight the risks section (on the title page).

CHAPTER IV
FINANCIAL INFORMATION

4.0 General Principles:

• Financial information is constituted from the accounts published by the company.
  In the case where the company exercises durable control over one or more other companies, the information note must contain the documents and information provided for in point (4.1)
• The individual and consolidated financial statements must be published for the last three financial years.
  The financial statements are completed by a summary table containing characteristic figures over a period of five (05) years and comprising the most significant elements extracted from the individual and/or consolidated accounts which must allow an appreciation of the issuer's evolution. In any case, the table must include data concerning:
• Operations and results;
• Assets and liabilities at the end of the financial year;
• Main accounting uses and resources
• The financial statements must respect the accounting postulates of going concern, permanence of methods, and independence of financial years.
  In the case where one or both of these principles have not been applied, explanations and justifications must be provided with indication of the resulting impacts on results and balance sheets.

4.1 Consolidated Accounts
Specify the method used for the consolidation of accounts and indicate and explain any derogations, if applicable.
4.1.1 Income Statements and Balance Sheets (in thousands...)