Regulatory Bylaw No. 29: Controls for Verifying Agency and Proxy Documents at General Assembly Meetings

Regulatory Bylaws of the Securities and Exchange Commission 2022 Regulatory Bylaw No. (29) Controls for Verifying Agency and Proxy Documents at General Assembly Meetings

Based on Article (91) of Law No. (21) of 1997, as amended, and with the approval of the Board of Commissioners in its meeting held on Monday, 11/1/2021, we have issued the following controls:

First:
Agencies and proxies related to joint stock companies must be submitted to the Securities and Exchange Commission at least three working days prior to the meeting date, and the period is calculated from the date of their registration.

Second:
The Securities and Exchange Commission must be provided with the following:

1. A certificate from the notary public or registration department confirming the meeting date.
2. For listed joint stock companies, the latest update of the shareholder register, stamped by the company and responsible for the accuracy of the recorded information, along with the proxy document stamped by the designated employee, with the date and number of the letter recorded.
3. For listed companies, the Central Depository Company provides a report (CD) containing the shareholder's name, shareholder number, and number of shares for each, after the suspension of share trading in the shareholder register.
4. For other companies, the agent must provide proof that the principal owns the shares.

Third:
The information must be recorded by the proxying shareholder (shareholder owner) or their legal representative in the fields of the proxy document prepared for this purpose (attached to the controls).

Fourth:
a. Material errors that are purely clerical or arithmetic in the proxy document do not affect its validity. The designated employee is responsible for correcting this error by striking through the number, word, or paragraph so that it can be read, writing the correct number, word, or paragraph, and recording this in the margin of the register, signed by the designated employee and stamped with the official seal. b. If an error occurs, a written request must be submitted by the proxying shareholder or their legal representative to the designated employee requesting the correction of the error. The employee must record their signature and the requestor's signature next to the error and stamp it with the official seal.

Fifth:
When granting a proxy to a legal entity, it is sufficient to mention the name of the legal entity without the need to mention the name of the authorized manager or their legal representative.

Sixth:
The designated employee must verify the signature and thumbprint of the proxying shareholder or their legal representative on the proxy document, confirm the accuracy of the recorded information and submitted documents, and bear legal responsibility in case of violation.

Seventh:
The designated employee must verify the submitted documents with the supporting evidence. If there is doubt or suspicion regarding any document, they must request confirmation of its authenticity from the issuing authority.

Eighth:
a. Send the verification results to the company after official working hours on the day preceding the meeting, or on the day of the meeting after verifying the identity of the agent or proxying shareholder and recording their proxy in the attendance register. b. Ensure that the name of the proxying shareholder is not recorded in the attendance register in their own capacity.
c. Ensure the presence of shareholders whose names were recorded in the attendance register in their own capacity. Otherwise, the designated employee has the right to strike out the name of the absent shareholder from the meeting hall.

Ninth:
The designated employee is prohibited from:

1. Organizing and documenting proxy documents for themselves, their spouse, their brother-in-law, or their relative up to the third degree.
2. Providing any information contained in the registers to any party other than the parties to the relationship, except upon request from an official or judicial authority and after obtaining the necessary approvals.

Tenth:
Proxies and agencies must be recorded in the General Assembly meeting attendance register, with their details recorded, and stamped and signed by a member of the Board of Directors designated for registration.

Eleventh:
The authenticated agency must include the phrase "for attendance, discussion, and voting at the meeting," except for the generally authenticated absolute agency.

Twelfth:
The submitted agency must be an original copy or a certified copy, provided that its validity is not affected by any defect.

Thirteenth:
An agency issued from outside Iraq, complete with the necessary authentications, is accepted.

Fourteenth:
The shareholder's agent has the right to submit a proxy form to the Commission if their agency permits them to delegate their proxy.

Fifteenth:
The submitted agency is not accepted if its purpose is the transfer of shares and quotas and the transfer of ownership, unless its authenticity is issued or authenticated by the Ministry of Foreign Affairs if the agency is issued from another country.

Sixteenth:
The agency from the guardian to the ward is not accepted if the ward has not appointed the guardian as their representative under the guardianship authority granted by the guardianship, custody, or guardianship.

Seventeenth:
If the shareholder is a company, the agency must be from the authorized manager in addition to their position. If the agency issued from the authorized manager is in their capacity as a shareholder, it must specify this agency in their personal capacity.

Eighteenth:
If the shareholder is a government entity, the agency must be from the General Manager or their delegate by an official letter issued by that entity.

Nineteenth:
If the shareholder's center of administration is outside Iraq, the proxy document of the shareholder (individual or company/bank) signed by the authorized manager and stamped with the company or bank seal and sent from the authorized company or bank to the email address of the Commission for depositing agencies (iq.gov.isc@enabat) with proof of the appointment of the authorized manager is accepted.

Twentieth:
The person granting the proxy has the right to submit a request to revoke it before the meeting date.

Twenty-first:
The Arabic language is the primary language, and the Commission accepts requests from interested parties to authenticate the document after translating it into another language officially.

Proxy Document
Company Name:
Company:
Share Capital:
Purpose of the Meeting:
Date of the General Assembly Meeting: / / 20
Location of the Meeting:

Shareholder Number | Shareholder Name | Number of Shares | Signature Letter Number | Proxying Shareholder Name | Shareholder Number | Signature of Proxying Shareholder or Agent Agent Name | Agency Number | Date | Issuing Authority | Signature

Stamp and Verification of the Securities and Exchange Commission Authenticity of Issuance:
Notary Public Department | Number | Date
Note:

• This proxy is used only for the meeting dated above or the adjourned meeting to it, if the legal quorum has not been met.
  I attest to the accuracy of the information and documents submitted by me, and in violation thereof, I bear all legal and procedural consequences.

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