Regulatory Regulation No. (15) Conditions and Requirements for Listing Companies in the Securities Market / Second Market

Article (2)
Conditions for Listing in 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 Authorized Signatory, accompanied by a certified certificate and memorandum of association from the Companies Registration Department, confirming its knowledge and acceptance of the listing conditions approved by the Market and the Commission. B. It must be a joint-stock company that has been conducting its activity for a period of not less than one year, and must have issued at least one annual financial statement audited by an independent auditor.
C. The company's financial statements must include the following:
First: The annual financial statements for the year preceding the date of submission of the listing application, accompanied by a report from both the Board of Directors and an independent auditor legally authorized in Iraq, and must include:

• The General Balance Sheet.
• The Profit and Loss Account.
• The Cash Flow Statement.
• Necessary notes to these statements.
  Second: Quarterly financial statements covering the period from the end of the previous financial year to the submission of the listing application until the end of the last quarter preceding that date, compared with the corresponding period in the previous year, and must include:
• The General Balance Sheet.
• The Profit and Loss Account.
• The Cash Flow Statement.
  Third: Equity must not be less than 50% of the capital.
  Fourth: Approval of the company's Board of Directors for the listing application in the Second Market, supported by a resolution of the General Assembly regarding the listing request. In the event that the General Assembly does not grant approval, the company shall be listed on the condition that the matter be presented to the first General Assembly meeting following the listing date, and the General Assembly's approval shall be submitted to the Commission and the Market; otherwise, the company shall be delisted. Fifth: The company shall submit a confirmation of legal restrictions on the transfer of ownership of securities, signed by the Chairman of the Board of Directors and the Authorized Signatory of the company. Sixth: The company must deposit its shares in the Depository Center and commit to agreeing to the deposit conditions. Seventh: Payment of the prescribed membership dues and annual subscriptions.

Article (3)
Regulatory Bylaws for Trading in the Second Market:

A. Customer negotiation forms issued for trading listed securities in the Second Market and used by brokerage firms must follow the model prepared by the Market.
B. The closing price or opening price for any security shall not be calculated.
C. An average rate of share prices for each company shall be calculated in each trading session.
D. The price shall be free for three actual trading sessions after listing. The upper and lower limits for the increase and decrease of the share price during the session shall be within (20%) of the average share price of the previous session, and a reference price shall be set at a change rate of (50%) when the company's shares are returned to trading in the Market directly after the General Assembly meeting, with the reference price reduced by the amount of profit distribution. E. The Market shall be responsible for publishing reports and transmitting data as follows:
First: Publishing trading data in the daily bulletin, including the number of trades, the number of shares traded and their value, as well as the highest and lowest trading price for each security and the average price. Second: Publishing trading data in the monthly bulletin, including the same data currently included for securities listed in the Main Market, except for information regarding the opening and closing prices. Third: Sending trading data to the Commission. Fourth: Sending trading data for orders executed automatically to the Depository Center, and ensuring the completion of the deposit and storage process on the settlement day. Fifth: Printing daily execution reports as is done in the Main Market. F. The same regulatory bylaws for trading currently in effect in the Main Market shall be followed, unless a provision in this bylaw states otherwise. G. Orders shall be entered and executed through the trading stations of each authorized person in the trading hall through a trading system specific to the Second Market. H. The Market and the Depository Center are committed to the procedures of the clearing and settlement process for shares in accordance with the mechanisms and procedures of the systems used.

Article (4)
Descent from the Main Market to the Second Market:

A. The company shall descend from the Main Market to the Second Market in one of the following cases:
First: The company's failure to implement one of the conditions for continuing listing in the Main Market (Regulatory Regulation No. 6), by a decision of the Board of Governors ratified by the Commission's Council. Second: A decrease in the number of executed contracts on the company's shares to less than (25) contracts annually, or a decrease in the annual trading volume to less than 1% of the company's capital, and a decrease in the number of trading days to less than (25) days during the year. B. The company shall descend from the Main Market to the Second Market by a decision of the Board of Governors after raising a recommendation from the Authorized Signatory of the Market and with the ratification of the Commission.

Article (5) *
Ascent from the Second Market to the Main Market: The company shall ascend to the Main Market upon request from the company's Board of Directors in the event that the listing conditions contained in the regulation issued by the Commission applicable to companies listed in the Main Market (Regulatory Regulation No. 6) are met, while observing the trading conditions and mechanisms in the Main Market, and when trading indicators are achieved that are commensurate with the trading indicators of Main Market companies:
A. The number of executed contracts on 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 Submitted by Companies Listed in 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 that affect the performance, activity, ownership, and continuity of the company, which have a direct or indirect effect on the value and movement of the security in the Market.

Article (7)
Delisting from the Second Market: The company shall be delisted by a decision of the Council in the following cases:
A. Failure to comply with the conditions for continuing listing.
B. Non-trading of its shares for one year without justified cause.
C. Upon the issuance of a decision to liquidate or merge it.

Article (8)
General Provisions:
A. The company shall complete all listing requirements in the Second Market within a period not exceeding (60) days from the date of notification of the company of the approval of listing; otherwise, the approval shall be considered void. B. The Market shall issue the trading mechanism for the Second Market.
C. The Market shall periodically issue a list of companies listed in the Main Market and companies listed in the Second Market.
D. The Commission and the Market shall monitor the compliance of companies listed in the Second Market with the application of the effective Securities Markets Law and the rules and bylaws issued therefrom.

Article (9) *
The payment of fees on the platform and the annual subscription for the company shall be shared equally 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 Council meeting held on 2022/1/23, and the Commission's Council decision No. (7/12) was issued on 2022/1/13.
• Addition of Article (9) by the Commission's Council decision at the seventh session held on 2026/8/18.

Regulatory Bylaws of the Securities Commission 2022