Instruction COSOB No. 98-01 of April 30, 1998, on the Admission of Securities to Stock Exchange Trading

Instruction COSOB No. 98-01 of April 1998
Regarding the Admission of Securities to Stock Exchange Trading

CHAPTER 1
GENERAL PROVISIONS

Article 1. — In support of its application for the admission of securities to stock exchange trading, the company shall file with the Commission, in duplicate, an admission file comprising the items and documents referred to in this Instruction.

CHAPTER 2
APPLICATION FOR ADMISSION OF CAPITAL SECURITIES

Art. 2. — Unless a derogation is granted by the Commission, the admission file for capital securities issued by the company shall consist of the following items and documents:

1 – General Documentation:
— A letter by which the company requests the admission of its capital securities to stock exchange trading, containing:
— the name and legal status of the company and the date of registration in the commercial register; — the location where the shareholders' registers are kept or, if applicable, the company's account registrations; — a formal request specifying the amount, number, category, and origin of the securities the company wishes to have listed on the official stock exchange list; — the commitments provided for by the Commission's General Regulations; — A general description of the company's activities and those of its subsidiaries; — The list of members of the Board of Directors or, if applicable, the Management Board and the Supervisory Board, as well as the senior executives of the company, with an indication of the functions performed by these persons outside the company; — The list of the establishment(s) responsible for financial services on behalf of the company (share services, dividend payments);

2 – Documentation regarding the company's capitalization:
— A note describing the evolution of the company's capital since its formation, as well as a table describing its capitalization at the time of its application, indicating each category of shares and their nominal value. This note must contain the following information regarding shares issued by the company during the three years preceding its application or since its inception if it was constituted for less than three years:
— the total number of shares issued;
— the total amount of the issuance;
— the date of the issuance;
— the net amount collected by the company during the issuance; — the activities financed by the funds collected and the exact amount allocated to each of these activities. — An indication of the issue rate and the current release of the shares, their negotiability, the periods for current enjoyment (total amount and amount to be collected for the last coupon paid); — The number of shareholders in the category of shares that will be the subject of the application for admission to stock exchange trading, according to the company's registers as of the date of its application; — The names of significant shareholders holding more than 5% of the share capital and the respective number of shares they hold; — The share of capital held by each of the directors and executives of the company; — The share of capital held by each of the directors and executives of the company; — A description of the rights provided for by legislative provisions attached to each category of shareholders and shares; — A distribution certificate duly certified by a senior executive of the company stating the distribution of the company's shares as of the date of the admission application, presented in the following format:

Number of Shareholders Categories Total participation in the category Less than 1,000 shares 1,000 to 5,000 shares 5,001 to 10,000 shares 10,001 to 30,000 shares 30,001 to 50,000 shares More than 50,000 shares

— A list of the subsidiaries and participations of more than 10% by the company, which includes the following indications:
— the name and capital of these companies;
— a brief description of their activities;
— the profit or losses incurred by the requesting company resulting from its investment in the capital of these companies.
— The number of consecutive years during which dividends have been paid; — The amount of dividends paid per share as well as the total amount paid by the company for the three years preceding its application or since its inception if it was constituted for less than three years; — The frequency with which dividends have been paid (on a quarterly, semi-annual, or annual basis); — The date of closing of the shareholders' register for the purpose of dividend payment, the date of dividend declaration, and the date of dividend payment.

3 – Economic and Financial Documentation:
— A note on its industrial and commercial activities which will specify the evolution of the company since its formation or since the creation of the enterprise from which it is derived, its current organization, the location of its buildings and workshops, the evolution of production and sales by business segment and by major customer categories, the social balance sheet, the organizational chart of services, and research activities; — A note on the company's competitive position in each market in which it operates. In the case where the company is involved in the production of several different products or services, the competitive environment must be analyzed separately for each of these products; — A note on the company's situation, accompanied by a comparative statement of the three previous balance sheets preceding the application; — Two copies of the income statements, consolidated balance sheets, notes, reports of the statutory auditors, resolutions adopted, minutes, prepared or presented during each of the ordinary general meetings relating to the three previous financial years, accompanied possibly by a recent provisional statement of the company's accounts (income statement, balance sheet) and clarifications on off-balance sheet commitments and on credit leasing contracts; — A table of distribution of beneficiaries and an analysis report explaining the profits and/or losses incurred for each of the three previous financial years preceding the application; — A financing table for the three previous financial years preceding the application; — A note on the company's profit and cash-flow forecasts for the coming year, where the hypotheses on which these forecasts are based must be duly mentioned. — In the case where the company or one of its subsidiaries pays or receives substantial royalties, the company must provide the details of agreements relating to these royalties, specifying in particular:
— the amount of royalties paid or received (either payable or receivable); — the provisions allowing for the cancellation of an agreement in the event that one of the parties to the agreement defaults; — A note specifying the conditions for the issuance or granting of loans issued by the company and bank credits granted to it, as well as, if applicable, the tax benefits it benefits from or the mortgages and guarantees granted; — For each issuance of long-term debt securities carried out by the company prior to its admission application, the following information must be provided:
— the description of the debt securities as well as the interest rate attached to them and the maturity date; — if applicable, the amount of debt securities already repaid and the amount that has been converted into shares; — the amount of debt securities outstanding; — the price at which the debt securities were issued; — the date of interest payment; — the date and terms of repayment. — The statements of credits, guarantees, and avals granted by the company recorded on or off the balance sheet; — The tax tables attached to the results declaration for each of the three previous financial years; — A note on the company's future prospects, accompanied by activity and results forecasts for the upcoming financial years as well as investment projects and planned financing methods; — If applicable, clarifications on the benefits enjoyed by the company's personnel (employee share subscription rights, etc…); — The details of valuation accounting methods and, if applicable, changes in accounting methods that have occurred, as well as the impact of these changes; — The net amount that will be collected by the company during the new issuance and its allocation.

4 – Legal Documents:
— Two copies of the company's articles of association duly updated and certified as true, as well as two copies of the certificate of its registration in the national commercial register; — The in-extenso minutes, certified as true, of the constituent general meetings and of each of the general meetings that decided on capital increases and openings, as well as the deliberations of the Board of Directors taken in application of the decisions of these meetings, accompanied by the corresponding legal publication documents; — In the case of absorption, contribution, or merger, the contribution agreements, the minutes of the general meetings that ratified these contributions, the Board of Directors' deliberations, the report of the statutory auditors, the report of the auditors responsible for verifying the contributions or particular benefits, if applicable, as well as the corresponding legal publication documents; — Two copies of the Board of Directors' resolution of the company authorizing it to make the application for the admission of its securities to stock exchange trading; — Two specimens of the certificates for each of the categories of securities to be admitted; — A copy of all important contracts in which the company is involved other than those relating to its current activities; — Two copies of certified documents attesting that the company is up to date regarding social contributions and taxes due;

Art. 3. — If any of the documents described above is not presented because it does not apply to the company, a separate document must be provided stating and explaining the reason for the omission for each of the documents in question.

Art. 4. — The Commission verifies the regularity of the company's legal situation since its formation.
The Commission also verifies the regularity of the issuance conditions and the negotiability of the securities for which admission is requested.

CHAPTER 3
APPLICATION FOR ADMISSION OF DEBT SECURITIES

Art. 5. — Unless a derogation is granted by the Commission, the admission file for debt securities to stock exchange trading shall consist of the items and documents described above, with the exception of the sections relating to the company's debt securities.

Art. 6. — The admission file for debt securities must additionally include the following information:
— the description of the debt security for which admission is requested; — the date on which the authorization for a new issuance of debt securities was obtained by the company's executives; — a copy of any mortgage loan contract or equivalent borrowing instrument certified by a notary. If these debt securities were issued prior to the application for admission to stock exchange trading, the company must indicate:
— the total amount of debt securities already issued; — the amount already repaid as well as the loan outstanding at the time of the application; — the issuance date and the maturity date of the loan; — the nominal interest rate of the debt securities; — the place and date of payment of principal and interest on these debt securities as well as the currency in which these payments must be settled; — the form and conditions for the issuance of the securities; — the denomination in which the securities were issued and, if applicable, the details of the conversion terms of the securities; — the net proceeds that will be collected by the company during the issuance and their allocation; — if applicable, a certificate of the placement of all securities by the lead institution that ensured the firm commitment of the issuance.

Art. 7. — The Commission verifies the regularity of the issuance conditions and the negotiability of the securities for which admission to the bond market is requested.

Art. 8. — The entity whose securities are admitted to trading shall inform the SGBV of the number of bonds remaining in circulation on December 31 of each year.
In the case of bonds repayable in full at the final maturity of the loan, the entity whose securities are admitted to trading shall inform the SGBV of the number of bonds repurchased, if applicable, within the framework of early amortization. In the case of bonds amortizable during the life of the loan, the entity whose securities are admitted to trading shall inform the SGBV of the number of bonds to be amortized as planned by the amortization schedule, with the price and date of amortization of these bonds.

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

Done in Algiers, on April 30, 1998.
The President
Ali BOUKRAMI