Regulatory Bylaw (15) Conditions and Requirements for Listing Companies in the Securities Market / Second Market

Article (2)
Conditions for Listing on the Second Market:

a. The company shall submit a listing application to the Securities Market, signed by the Chairman of the Board of Directors and the Managing Director, accompanied by the certificate and articles of incorporation attested by the Companies Registration Department, confirming its knowledge and acceptance of the listing conditions approved by the Market and the Commission. b. The company must be a joint-stock company that has been operating for a period of no less than one year and has issued at least one annual financial statement audited by an independent auditor.
c. The company's financial statements shall include the following: -
First: Annual financial statements for the year preceding the date of submitting the listing application, accompanied by a report from both the Board of Directors and an independent auditor legally authorized in Iraq, and shall include:

• The general balance sheet.
• The profit and loss account.
• The cash flow statement.
• Necessary disclosures for these statements.
  Second: Quarterly financial statements covering the period from the end of the previous fiscal year before submitting the listing application until the end of the last quarter preceding the date of that application, compared with the corresponding period in the previous year, and shall include:
• The general balance sheet.
• The profit and loss account.
• The cash flow statement.
  Third: Equity shall not be less than 50% of the capital.
  Fourth: The company's Board of Directors' approval of the listing application on the Second Market, reinforced by a General Assembly resolution requesting the listing. In the event that the General Assembly's approval is not obtained, the company shall be listed on the condition that the matter is presented to the first General Assembly meeting following the listing date, and the General Assembly's approval is submitted to the Commission and the Market; otherwise, the company shall be delisted. Fifth: The company shall provide an endorsement of legal restrictions on the transfer of ownership of securities, signed by the Chairman of the Board of Directors and the Managing Director of the company. Sixth: The company shall deposit its shares in the Depository Center and undertake to agree to the deposit conditions. Seventh: Payment of prescribed membership fees and annual subscriptions.

Article (3)
Regulatory Bylaw for Trading on the Second Market:

a. Customer negotiations issued for dealing in securities listed on the Second Market and used by brokerage firms must be in accordance with the form prepared by the Market. b. No closing price or opening price shall be calculated for any security.
c. An average share price shall be calculated for each company separately in each trading session.
d. The price shall be free for three actual trading sessions after listing. The upper and lower limits for the rise and fall of the share price during the session shall be within (20%) of the average share price of the previous session, and an indicative price with a change rate of (50%) when the company's shares before the increase are re-traded in the market immediately after the General Assembly meeting, with the indicative price reduced by the amount of distributed dividends. e. The Market shall be responsible for publishing reports and transmitting data as follows: - First: Publication of trading data in the daily bulletin, including the number of transactions, the number of shares traded, their value, as well as the highest and lowest trading price for each security and the average price. Second: Publication of trading data in the monthly bulletin, including the same data currently included for securities listed on the Regulated Market, with the exception of information related to opening and closing prices. Third: Sending trading data to the Commission. Fourth: Sending trading data for automatically executed orders to the Depository Center, and that the deposit and storage process is completed on the settlement day. Fifth: Printing daily execution reports as is done in the Regulated Market. f. The same trading regulatory bylaw applicable in the Regulated Market shall be followed unless otherwise stipulated in this bylaw. g. Orders shall be entered and executed through the trading stations of each authorized person in the trading hall, through a special trading system for the Second Market. h. The Market and the Depository Center shall adhere to the procedures for the clearing and equity settlement process in accordance with the mechanisms and procedures of the systems used.

Article (4)
Downgrading from the Regulated Market to the Second Market:

a. A company shall be downgraded from the Regulated Market to the Second Market in one of the following cases: - First: The company's failure to fulfill a condition for continued listing on the Regulated Market (Regulatory Bylaw No. 6), by a decision of the Board of Governors approved by the Commission's Board. Second: The number of executed contracts for the company's shares falls below (25) contracts annually, or the annual trading volume falls below 1% of the company's capital, and the number of its trading days falls below (25) days during the year. b. A company shall be downgraded from the Regulated Market to the Second Market by a decision of the Board of Governors, following a recommendation from the Market's Managing Director and with the Commission's approval.

Article (5) *
Upgrading from the Second Market to the Regulated Market: A company shall be upgraded to the Regulated Market upon a request from the company's Board of Directors if the listing conditions stipulated in the bylaw issued by the Commission applicable to companies listed on the Regulated Market (Regulatory Bylaw No. 6) are met, taking into account the conditions and trading mechanism in the Regulated Market, and when trading indicators consistent with the trading indicators of Regulated Market companies are achieved:

a. The number of executed contracts for the company's shares shall not be less than 25 contracts annually. b. The annual trading volume shall not be less than (1%) of the company's capital, or the number of trading days shall not be less than 25 days during the year.

Article (6)
Disclosure Requirements for Companies Listed on the Second Market:

a. Submission of annual financial statements audited by a legally authorized auditor to the Commission and the Market and their publication within a period of (150) days from the end of the year. b. Submission and publication of quarterly financial statements every three months to the Commission and the Market.
c. Disclosure of material events affecting the company's performance, activity, ownership, and continuity, which have a direct or indirect impact on the value and movement of the security in the Market.

Article (7)
Delisting from the Second Market: A company shall be delisted by a decision of the Board in the following cases:

a. Non-compliance with the conditions for continued listing. b. Non-trading of its shares for one year without a justified reason.
c. Upon issuance of a decision for its liquidation or merger.

Article (8)
General Provisions:

a. The company shall complete all listing requirements on the Second Market within a period not exceeding (60) days from the date of notification of approval for listing; otherwise, the approval shall be considered cancelled. b. The Market shall issue the trading mechanism for the Second Market.
c. The Market shall periodically issue a list of companies listed on the Regulated Market and companies listed on the Second Market.
d. The Commission and the Market shall monitor the compliance of companies listed on the Second Market with the applicable Financial Markets Law and the rules and regulations issued thereunder.

Article (9) *
Payment of platform fees and the company's annual subscription shall be equally divided between the Commission and the Market.

Faisal Al-Haimas
Chairman of the Securities Commission
19/9/2026

• Article (5) was amended by the Commission's Board meeting held on 23/1/2022, and the Commission's Board Resolution No. (7/12) was issued on 13/1/2022.
• Article (9) was added by the Commission's Board Resolution at its seventh session held on 18/8/2026.

Securities Commission Regulatory Bylaws
2022