Jordan Securities Commission

Owners of Islamic Finance Sukuk Committee Instructions

For the year 2013

Issued by the Board of Commissioners of the Securities Commission based on Article 3 / A and Article 16 of the Islamic Finance Sukuk Law No. 30 for the year 2012

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Article 1

These instructions shall be named Owners of Islamic Finance Sukuk Committee Instructions and they enter into force as of 3 / 10 / 2013.

Article 2

A. The following words and phrases, where they appear in these instructions shall have the meanings ascribed to them hereunder unless the context indicates otherwise:
Owner of the sukuk: Any natural or legal person who owns one or more Islamic finance sukuk of a specific issuance.
Sukuk owners’ group: All owners of sukuk of a particular issuance.
Sukuk Owners’ Committee: Natural and / or legal persons who are elected by the Sukuk owners’ group to represent them and look after their interests before stakeholders.
Material information: Any fact or piece of information that may affect the person’s decision to buy, keep, sell, or dispose of the sukuk.

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Article 3

B. Words and expressions not defined in these instructions shall have the meanings ascribed to them in the Islamic Finance Sukuk Law No. 30 of 2012 and the Securities Law No. 76 for the year 2002, unless the context indicates otherwise.

A. A Committee shall be formed of sukuk owners to represent the sukuk owners’ group, look after the interests before all the parties concerned, and perform the tasks required under the provisions of these instructions.

B. An issuance trustee shall be appointed in the prospectus pursuant to the provisions of Article 15 / A of the Islamic Finance Sukuk Law No. 30 for the year 2012 to take care of the rights of the sukuk owners’ group, cooperates with the sukuk owners’ committee in protecting these rights, and performs the following tasks:
i. Follow-up on the issuing company’s distribution of the expected profits and redemption of the sukuk on the dates specified in the prospectus.
ii. Attend the issuer’s meetings related to the sukuk.
iii. Monitor all acts contrary to the sukuk issuance prospectus and notify the Sukuk owners’ Committee of the contravening act.
iv. Invite the Sukuk owners’ Committee to meet whenever he deems it necessary.
v. Any other tasks stipulated in the prospectus that do not violate the provisions of Law and the rules and regulations issued pursuant thereto.

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Article 4

A. The Sukuk owners’ Committee shall consist of five members from the sukuk owners’ group. Candidates shall fulfill the following conditions to be nominated:
i. Not to have any direct or indirect interest with the issuer.
ii. Not to have been sentenced by a competent court for any crime or misdemeanor involving moral turpitude, such as bribery, embezzlement, theft, forgery, abusing trust, giving false testimony, or any other crime involving violation of morality and public ethics. He also shall not have lost his capacity or be of diminished capacity and shall not have been convicted of bankruptcy unless he was reformed.

B. Membership of any member of the sukuk owners’ Committee shall automatically be revoked if that member loses any of the conditions set forth in Paragraph A of this Article.

Article 5

A. The issuers shall invite the sukuk owners’ group to hold their first meeting within one month from completion of the allocation process, to elect the sukuk owners’ Committee, by addressing an invitation to the sukuk owners’ group by mail at least 14 days before the date of the meeting, and the issuer shall publish an announcement of the meeting in one of the local daily newspapers at least once.

B. The Sukuk owners’ Committee shall be re-elected annually one year after the date of their election.

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# Article 6

A. The first meeting of the Sukuk owners’ Committee shall be held on the invitation of the issuer within one month from the date of their election. In this meeting they shall elect a chairman and vice-chairman and the Committee shall appoint a secretary.

B. The sukuk owners’ Committee shall have the right to attend meetings of the issuer elated to the sukuk, and the right to access any documents, deeds, or contracts related to the project, and to request reports and information that it deems appropriate from any competent authority. The Committee shall also have the right to participate without voting.

C. The Sukuk owners’ Committee shall prepare reports on the project to be presented to sukuk owners’ group.

D. The chairman of the Sukuk owners’ Committee shall perform the following tasks:

i. Call the sukuk owners’ group and the Sukuk owners’ Committee to hold meetings.

ii. Preside over the meetings of the sukuk owners’ group and the sukuk owners’ Committee.

iii. Inform the sukuk owners’ group of any material information that becomes available to the Sukuk owners’ Committee.

iv. Inform the Securities Commission, issuer, and the issuance trustee of the formation of the sukuk owners’ Committee and provide them with copies of its decisions.