Regulatory Regulation No. 29: Proxy and Power of Attorney Verification and Delegation of Authority in General Assembly Meetings

Second: The Iraqi Securities Commission must be provided with the following:

1. From the company, the Companies Registration Department, or the shareholder, confirmation verifying the scheduled meeting date.
2. For unlisted joint-stock companies, the latest update of the shareholder registry before the General Assembly meeting, stamped by the company and responsible for the accuracy of the information recorded, with the number and date of the company's letter fixed in the body of the proxy document by the designated employee.
3. For listed companies, the Iraqi Depository Center must submit a report (electronic, paper, or on CD) of the shareholder registry after the immediate suspension of stock trading, including the shareholder's name, membership number, and the number of shares for each.
4. For other companies, the agent must provide confirmation that their principal owns the shares.

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

Fourth:
A. Material errors, whether purely written or arithmetic, do not affect the validity of the proxy document. The designated employee is responsible for correcting this error by striking through the number, word, or paragraph where the error occurred, ensuring it remains readable, and writing the correct number, word, or paragraph. This must be recorded in the margin of the register, signed by the designated employee, and stamped with the official seal. B. If the error in recording is made by the represented shareholder or their legal representative, they must submit a written request to the designated employee to correct the error. The employee must fix their signature and the requester's signature next to the error and stamp it with the official seal.

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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 record the signature and thumbprint of the represented shareholder or their legal representative on the proxy document, confirm the accuracy of the recorded information and submitted documents, and bear legal responsibility otherwise.

Seventh: The designated employee must verify the submitted documents with the supporting evidence. In case of doubt or suspicion regarding any document, confirmation of its authenticity from the issuing authority must be requested.

Eighth:
A. The audit results are sent to the company after the end of official working hours on the day preceding the meeting, or upon receiving proxies on the day of the meeting after verifying the identity of the agent or represented shareholder and recording their name in the attendance register. B. Verify that the name of the represented shareholder is not recorded in the attendance register on the day of the meeting in their own capacity.
C. Verify the attendance of shareholders in their own capacity whose names were recorded in the attendance register. Otherwise, the designated employee has the right to strike out the name of the shareholder not present in the meeting hall.

Ninth: The designated employee is prohibited from the following:

1. Organizing and documenting proxy documents belonging to themselves, their spouse, brother-in-law, or relative up to the third degree.
2. Providing any information contained in the records 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 powers of attorney are recorded in the attendance register for the General Assembly meeting, and their details are recorded therein, stamped, and signed by a member of the Board of Directors authorized for registration.

Eleventh: The authenticated power of attorney must include the phrase (for attendance, discussion, and voting in the meeting), except for the absolute general power of attorney authenticated according to procedure.

Twelfth*: The submitted power of attorney is accepted as an original copy or a stamped copy identical to the original, provided it is free from any defect affecting its validity, and is attached with a (barcode) for verification of authenticity.

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Thirteenth*: A power of attorney issued from outside Iraq, completing the authenticated verifications, is accepted, accompanied by a certificate of life issued for the year in which the meeting is held.

Fourteenth: The shareholder's agent has the right to delegate someone to submit the proxy form to the Commission if their power of attorney permits it.

Fifteenth: The submitted power of attorney is not accepted if its purpose is to dispose of shares and quotas and transfer ownership, unless the authenticity of its issuance is received from the issuing authority or authenticated by the Ministry of Foreign Affairs if the power of attorney is issued from another state.

Sixteenth: A power of attorney from a compulsory guardian, trustee, or custodian appointed by the court on behalf of a minor is not accepted unless it states in its body that they act on behalf of minors under the compulsory guardianship granted to them or under trusteeship or custody.

Seventeenth: If the shareholder is a company or bank, the power of attorney must be from the authorized manager in addition to their position. However, if the power of attorney is issued by the authorized manager in their capacity as a shareholder, it must specify their personal capacity in this power of attorney.

Eighteenth: If the shareholder is a government entity, the General Manager or someone authorized by them by an official letter issued by that entity attends.

Nineteenth: If the shareholder (company or bank) is foreign, with its administrative center outside Iraq, the proxy document signed by the authorized manager and stamped with the company or bank's seal is accepted, sent from the company or bank's approved electronic site to the Commission's email dedicated to depositing proxies and delegations (enabat@isc.gov.iq), along with confirmation of the appointment of the authorized manager.

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

Twenty-first: Arabic is the language in which the document is organized, and the Commission accepts requests from interested parties to authenticate the document after it is translated into another language according to procedure.

Twenty-second: The Commission collects the following fees *:
A. An amount of (50,000) Iraqi Dinars only, fifty thousand Iraqi Dinars, for non-joint-stock companies.
B. An amount of (50,000) Iraqi Dinars only, fifty thousand Iraqi Dinars, for each proxy and power of attorney that does not exceed (10%) of the joint-stock company's capital, provided that the above amount is proportional according to the ratio of the number of shares to the capital.

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Twenty-third*:
A. No proxy or power of attorney granted by heirs of a deceased person whose shares are seized will be accepted unless those shares are distributed according to the law.
B. No transfer of ownership of seized shares, whether to the living or the dead, is permitted unless the seizure is lifted in application of Article (64 / second / a) of the Companies Law No. (21) of 1997, which states (Shares cannot be transferred if they are seized, mortgaged, or detained by a court order).
C. The company's register or the database provided by the Depository Center, according to the latest update preceding the General Assembly meeting, is adopted for verifying proxies and powers of attorney according to it.
D. No proxy, power of attorney, or guardianship document for a person whose freedom is restricted (detained, imprisoned, incarcerated) is accepted.
E. Direct representation or by proxy or power of attorney for legal entities subject to an executive seizure is not accepted.
F. Verification of powers of attorney must include the right to attend General Assembly meetings, vote, and elect, with due consideration not to accept a general power of attorney alone without the aforementioned phrase.

[Signature]
13/9/2026
Faisal Al-Haimis
Chairman of the Iraqi Securities Commission

• The sequence (Twelfth) was amended by the Commission's Council decision in its seventh session held on 2026/8/18.
• The sequence (Thirteenth) was amended by the Commission's Council decision in its seventh session held on 2026/8/18.
• The sequence (Twenty-first) was added by the Commission's Council decision in its seventh session held on 2026/8/18.
• The sequence (Twenty-third) was added by the Commission's Council decision in its eighth session held on 2026/8/30.

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Proxy Document

Company Name:
Company Capital:
Meeting Purpose:
Date of General Assembly Meeting: 20 / / Place of Meeting:

Shareholder Name	Membership Number	Number of Shares	Signature
		Numerically	In Writing

Represented Shareholder Name	Membership Number	Signature of Represented Shareholder or Agent

Agent Name	Proxy Number	Date	Issuing Authority	Signature

Iraqi Securities Commission Stamp and Verification I swear to the accuracy of the information and documents submitted by me, and otherwise I bear all legal consequences, and for this reason I signed

H/

Authenticity of Issuance:
Notary Public Office
Number
Date

Note /

• This proxy is used for the meeting dated above or the adjourned meeting only if the quorum for the first meeting was not achieved.

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