Instruction No. 29/2001 on Information Disclosure by Companies Raising Capital from the Public on the UMOA Financial Market

WEST AFRICAN MONETARY UNION
REGIONAL COUNCIL FOR PUBLIC SAVINGS AND FINANCIAL MARKETS

INSTRUCTION NO. 29/2001 ON INFORMATION TO BE DISCLOSED BY COMPANIES RAISING CAPITAL FROM THE PUBLIC ON THE UMOA FINANCIAL MARKET ______ Having regard to the Convention of July 3, 1996 establishing the Regional Council for Public Savings and Financial Markets, hereinafter referred to as the Regional Council, Having regard to Article 25 of the Annex to said Convention, concerning the Composition, Organization, Operation and Powers of the Regional Council, Having regard to the General Regulation relating to the Organization, Operation and Control of the Regional Financial Market of the UMOA, adopted by Decision No. 001/97 of the Council of Ministers of November 28, 1997, particularly its Articles 126, 160 to 163, Having regard to the OHADA Uniform Act relating to commercial company law and economic interest groups, particularly its Articles 846 to 852, Having regard to the deliberations of the Regional Council in its session of March 27, 2001, THE REGIONAL COUNCIL DECIDES:

Article 1:
Companies that have issued shares through a public offering on the UMOA Financial Market must take the necessary measures to inform shareholders and enable them to exercise their rights. The information provided to shareholders must be accurate and precise, and must be filed with the Regional Council no later than the day of their publication.

Companies are required to:
a) inform shareholders of the holding of general meetings, and enable them to exercise their right to vote; b) inform shareholders of the payment of dividends, and of operations involving the issuance of new shares, attribution, subscription, waiver and conversion; c) inform the Regional Council in good time of any project to amend their articles of association; d) inform the Regional Council of changes in the distribution of capital compared to previously published data; e) publish in the Official Bulletin of the Stock Exchange and in a newspaper authorized to receive legal notices, within forty-five (45) days following the approval of financial statements by the annual ordinary general meeting of shareholders, the following documents:

• the approved consolidated financial statements, accompanied by the attestation of the statutory auditors;
• the decision on the allocation of results;
• the consolidated financial statements, accompanied by the attestation of the statutory auditors.
  f) publish in the Official Bulletin of the Stock Exchange and in a newspaper authorized to receive legal notices, within four (4) months following the end of the first half-year, an activity and results table as well as a semi-annual activity report accompanied by an attestation from the statutory auditor regarding the sincerity of the information provided; g) publish in the Official Bulletin of the Stock Exchange one month after the end of each quarter a commentary from the company's management on the evolution of activity as well as the probable impact on results; h) publish, without delay, any modification of the rights attached to the different categories of shares; i) inform the Regional Council of any judicial decision affecting the life of the company.

Article 2:
Any company that has issued bonds through a public offering on the UMOA Financial Market is required to:
a) publish in the Official Bulletin of the Stock Exchange and in a newspaper authorized to receive legal notices, within forty-five (45) days following the approval of financial statements by the annual ordinary general meeting of shareholders, the following documents:

• the approved consolidated financial statements, accompanied by the attestation of the statutory auditors;
• the decision on the allocation of results;
• the consolidated financial statements, accompanied by the attestation of the statutory auditors.
  b) publish as soon as possible any new, important event occurring in its sector of activity and likely to significantly affect its solvency; c) communicate to the Regional Council any project to amend its articles of association affecting the rights of security holders, no later than at the time of the convocation of the body called upon to deliberate; d) inform the public of all modifications of the rights of security holders resulting, in particular, from a modification of the issuance conditions and new loan issuances and the guarantees with which they may be accompanied; e) ensure equal treatment of bondholders of the same loan; f) provide all information necessary for the exercise of the rights of holders of debt securities; g) inform the Regional Council of any judicial decision affecting the life of the company.

Article 3:
Companies whose securities are listed on the Regional Securities Exchange are required to publish in the Official Bulletin of the Stock Exchange and in a newspaper authorized to receive legal notices, in the form of press releases, any information likely to influence the price of their securities.

Article 4:
This Instruction shall be published.
Done in Abidjan, on March 27, 2001
For the Regional Council
The President
Lassana M. SACKO