Regulatory Regulation No. (6) Conditions and Requirements for Listing Companies in the Regulated Securities Market

Article (2)
It is required that the company has obtained the approval of the General Assembly for listing its shares in the Securities Market, certified by the Companies Registration Department, or by an order from the sectoral authority for its listing in the Iraq Stock Exchange.

Article (3)
A period of no less than two years must have passed since the company's establishment, during which two audited balance sheets have been issued by an independent and legally authorized auditor in Iraq. The Commission may accept its listing with a period of no less than one year, provided it has issued at least one audited financial statement by an independent and legally authorized auditor.

Article (4)
The number of shareholders in the company shall not be less than (100) shareholders.

Article (5)
Submission of a report from the company's Board of Directors for the last year, including the following:
a. A brief overview of the company's establishment, its main objectives, and its relationship with other companies, if any. b. The Board of Directors' assessment, supported by figures, of the company's performance and achievements compared to the established plan.
c. Significant events experienced by the company from its establishment date until the date of submitting the listing application.
d. Names of Board members, names and positions of executive management personnel in the company, the extent of each of their contributions and their first-degree relatives (and any of their memberships in the boards of directors of other companies). e. A list of shareholders and their nationalities whose contributions exceed (1%) or more of the company's shares, and the number of shares they own. f. A description of any government protection or privileges enjoyed by the company or any of its products under the laws. g. A description of any decisions issued by the government, international organizations, or others that have a material impact on the company's operations, products, or competitive ability.

Article (6)
The company's financial statements shall include the following:
a. Annual financial statements for the two years preceding the date of submitting the listing application, accompanied by a report from both the Board of Directors and an independent and legally authorized auditor in Iraq, and shall include:

• General Balance Sheet
• Profit and Loss Account
• Cash Flow Statement
• Necessary disclosures for these statements
  b. 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 that application date, compared to the corresponding period in the previous year, and shall include:
• General Balance Sheet
• Profit and Loss Account
• Cash Flow Statement

Article (7)
Shareholders' equity in the company, when evaluating the application, shall not be less than (100%) of its paid-up capital.

Article (8)
The company must have engaged in actual activity and achieved distributable profit from that activity in the last two fiscal years preceding the application.

Article (9)
If the application is submitted by a company that changed its legal entity from a limited liability company or a partnership company to a joint-stock company, a full year must have passed since the date of the conversion decision from the Companies Registration Department, and it must have issued final accounts for a full fiscal year, audited by an independent and legally authorized auditor in Iraq.

Article (10)
If the application is submitted by a joint-stock company resulting from the merger of two or more companies, whether listed or unlisted in the market, more than one year must have passed since the date of the letter of completion of merger procedures from the Companies Registration Department, and it must have issued final accounts for a full fiscal year, audited by an independent and legally authorized auditor in Iraq, unless both companies were listed in the market before the merger, in which case the listing of the company resulting from the merger can be accepted after the conversion decision.

Article (11)
Submission of an undertaking that the company's capital matches the issued shares, signed by the Head of the Shareholders Department, the Accounts Manager, and the Managing Director.

Article (12)
Submission of an undertaking signed by the Chairman of the Board of Directors, the Managing Director, and the Accounts Manager, confirming their awareness of the effective Securities Commission Law and the regulations and organizational bylaws issued thereunder by the Securities Commission and the Securities Market, and their commitment thereto.

Article (13)
The company shall fulfill the conditions and requirements of relevant laws, including (Companies Law / Banking Law for banking companies).

Article (14)
The company shall deposit the shareholders' register with the Depository Center and undertake to approve the Depository Center's regulations.

Article (15)
Submission of a letter from the company regarding legal restrictions on the transfer of ownership of securities, signed by the Managing Director and the Head of Shareholders.

Article (16)
Submission of minutes of the company's General Assembly meetings for the two fiscal years preceding the date of submitting the listing application.

Article (17)
The Board shall submit its written assessment of the company's financial performance and its eligibility for listing in the market for the purpose of approving the listing.

Article (18)
The company shall commit to publishing its financial statements mentioned in paragraph (6) above on the electronic websites of the Market and the Commission before allowing its shares to be traded in the market.

Article (19)
The company shall commit to completing the listing procedures in the Market within two months from the date of being notified of the Commission's approval for its listing in the Market, including paying the membership fee and prescribed annual subscriptions. This approval shall be considered null and void if this period is not adhered to.

Article (20)*
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

• Article (20) was added by a decision of the Commission's Board at its seventh session on 18/8/2018.
  Securities Commission Regulations