Instructions and Regulations on Trading Resumption After General Assembly Meeting and Capital Increase or Dividend Distribution

Regulations of the Securities and Commodities Authority 2022 Regulatory Document No. (25) of the Year 2024 Instructions and Regulations on Trading Resumption After the General Assembly Meeting and the Entitlement to Capital Increase and Dividends Based on Article (66) of Law No. (21) of the Year 1997 Amended, and Part (12) of Decision No. (74) of the Year 2004, while observing the requirements of the Arab and Regional Securities Authorities, and in alignment with the cooperation that has existed for decades regarding the securities sector, and embodying the efforts exerted by the Securities and Commodities Authority and the Companies Registration Department, these regulations have been issued.

Article (1) Definitions:
First - Capital Increase: The decision taken by the General Assembly of a company to modify the company's contract according to one of the methods stipulated in Article (55) of Law No. (21) of the Year 1997. Second - Shareholder: A member of the company registered in the Shareholders Register or the Depository Center, and the owner of the shares in the company. Third - Subscription: A contract to create shares in exchange for their value in cash, according to the price specified for a single share. Fourth - Transfer of Share Ownership: The transfer of ownership by contract from one shareholder to another, or from the deceased to their heirs, organized according to Article (66) of the effective Law or according to the Market Law, its system, and its instructions. Fifth - Theoretical Price: The share price specified by the Market, which takes into account changes that occur to the capital or the distribution of dividends, and its application begins at the start of trading after the General Assembly meeting (the following day) according to the formulas attached to these regulations.

Article 2:
The suspension and resumption of trading of a company shall be conducted in accordance with the regulatory decisions issued by the Authority, numbered (2) or (21).

Article 3:
The General Assembly determines in its meeting where the decision on the increase or dividend distribution is taken, a branch or a branch of a branch, to facilitate the subscription process, provided that there is only one branch or depository center for subscription.

Article 4:
First - The shareholder entitled to the increase is the one whose name is registered in the Shareholders Register or the Depository Center on the day of the General Assembly meeting where the decision on the increase is taken. Second - The determination of dividends and their distribution. The provisions of the first paragraph apply to the second paragraph. Third - In the case of inheritance or according to the Market system, the provisions of the first and second paragraphs apply.

Article 5 - General Provisions
First - It is obligatory for the Board of Directors to prepare the requirements for the capital increase before convening the General Assembly for the increase, while observing the study of the economic feasibility prepared for the purpose of the increase. Second - Adopting the procedures specified in the provisions of Articles (39-56) of the effective Law No. (21) of the Year 1997 and the trading procedures contained in Decision No. (74) of the Year 2004. Third - This regulation is an extension of Decision No. 2012/7/9 of the year 2012, confirming the Board's decision.

Regulations of the Securities and Commodities Authority 2022 Methods for Calculating the Theoretical Price:

1. In the case of subscription for a capital increase:
   Theoretical Price = [(Previous Capital * Previous Closing Price) + (Previous Capital * Subscription Amount)] / New Capital
2. In the case of distributing dividends only:
   The dividend amount is deducted from the closing price of the share before the session preceding the General Assembly meeting.
3. In the case of capitalizing dividends and reserves only:
   Theoretical Price = [(Previous Capital * Previous Closing Price)] / New Capital
4. In the case of increasing capital (Subscription + Capitalization of dividends and reserves):
   Theoretical Price = [(Previous Capital * Previous Closing Price) + (Previous Capital * Subscription Amount)] / New Capital
5. In the case of capitalizing dividends and reserves and distributing cash dividends:
   Theoretical Price = [(Previous Capital * Previous Closing Price) - (Percentage of Distributed Dividends)] / New Capital
6. Increasing capital through subscription and cash dividends:
   Theoretical Price = [(Previous Capital * Previous Closing Price) + (Previous Capital * Subscription Amount) - (Percentage of Distributed Dividends)] / New Capital
7. Increasing capital (by subscription and capitalizing dividends) and distributing cash dividends:
   Theoretical Price = [(Previous Capital * Previous Closing Price) + (Previous Capital * Subscription Amount) - (Percentage of Distributed Dividends)] / New Capital