Regulatory Regulation No. 8: Disclosure by Listed Companies and Its Appendices

Capital Markets Authority Regulations for the Year 2022 Regulatory Regulation No. (8) Disclosure by Listed Companies

Article (1) *
Each listed company in the capital markets market must provide the Authority with the annual report within a period not exceeding (150) days from the end of its financial year and publish it through available media. The Authority grants companies in the mixed sector an additional period not exceeding one year in all cases to submit their financial data, calculated from the date of the aforementioned deadline if the delay in submitting their financial data is due to procedures of the Financial Supervision Office and without negligence on the part of the company in completing those procedures, with the condition that they are prepared in accordance with the prevailing accounting standards, and must include the following:

A. The Board of Directors' Report, which must include:
First: The company's headquarters and its branches.
Second: A description of the company's main activities.
Third: A statement of the names of the members of the Board of Directors and the names and positions of senior management personnel.
Fourth: A statement of the names of major shareholders of the shares issued by the company and the number of shares owned by each of them if this ownership constitutes 5% or more. Fifth: A description of any governmental protection or privileges enjoyed by the company or any of its products under the laws. Sixth: A description of any decisions issued by the government, international organizations, or others that have a material effect on the company's work, its products, or its capacity. Seventh: The organizational structure of the listed company, the number of its employees, their qualifications, and the company's employee qualification and training programs. Eighth: A description of the risks the company is exposed to, if any. Ninth: The achievements achieved by the company, supported by figures and a description of important events that the company passed through during the financial year. Tenth: The financial impact of non-recurring operations that occurred during the financial year and do not fall within the main activity of the company. Eleventh: An analysis of the company's financial position and its operating results during the financial year. Twelfth: Important future developments, including any expansions or new projects, and the company's future plan for at least the coming year, and the Board of Directors' expectations for the company's operating results. Thirteenth: A statement of the number of securities issued by the company and owned by members of the Board of Directors and senior management personnel. Fourteenth: The amounts received by current and former members of the Board of Directors and the Managing Director as wages, cash or in-kind rewards during the reporting year. Fifteenth: The amounts spent for advertising, travel, hospitality, and meetings. Sixteenth: The balance of the reserve and its use. Seventeenth: A declaration of the absence of any material matters that may affect the continuity of the company during the following financial year.

• Article (1) was amended by the Authority's Council in its session held on 11/1/2021, and the Authority's Council decision No. (1/13) was issued on 18/1/2021.
  The updated Regulatory Regulation No. 8 includes the previous Regulatory Regulations No. (8/14/13).

Capital Markets Authority Regulations for the Year 2022

B. The company's annual financial data prepared in accordance with the prevailing accounting standards and audited by an independent auditor legally authorized in Iraq, including figures for the current year compared to the previous year, and must include:
First: The General Balance Sheet (Appendix No. 1).
Second: The Income Statement (Operating Activities Account) (Appendix No. 2).
Third: The Cash Flow Statement (Appendix No. 3).
Fourth: The notes attached to the financial data.

C. The Auditor's Report (the data must be audited in accordance with the prevailing audit guidelines in Iraq, and in case of non-compliance, the report is rejected and the accounts are considered unaudited).

Article (2)
The listed company must disclose those who own 5% or more of the company's shares and any change that leads to an increase or decrease in this shareholding by one percentage point immediately upon the occurrence of the event.

Article (3)
If the listed company owns more than 50% of the capital of another company, it must issue annual financial data in a unified manner in addition to the data specific to the company, while observing the Companies Law.

Article (4)
Each listed company in the capital markets market must submit quarterly financial data every three months within a period not exceeding (60) days from the end of the quarter, and it is required that they be prepared in accordance with the prevailing accounting standards and include:
A. The General Balance Sheet, as at the end of the current quarter and a comparative balance sheet as at the end of the previous financial year (Appendix No. 4). B. The Income Statement, for the current quarter and cumulatively for the current financial year to date, and the Income Statement for the corresponding quarter of the previous year to date (Appendix No. 5).
C. The Cash Flow Statement, cumulatively for the current year to date with the corresponding period to date from the previous year (Appendix No. 6).
D. The notes attached to the financial data.

Article (5)
The listed company must notify the Authority, the market, and the public within three working days when any material information is available, especially the following:
A. Significant changes occurring in any of the following:
First: The company's assets.
Second: The obligations incumbent on the company, whether short-term or long-term, and any liens on its assets.
Third: Capital and shareholders' equity.
Fourth: Changes in the ownership of the company's shares that result in a change in control.
Fifth: Any material events affecting the company.

Capital Markets Authority Regulations for the Year 2022

B. Major contracts concluded by the company and the cancellation of such contracts, and the Board of Directors' evaluation of the expected impact on the company's profitability and financial position.
C. Disasters, fires, and accidents affecting the company and their impact on the financial position.
D. Any material losses or profits affecting the company's financial position, with a statement of the reasons.
E. Important Board of Directors' decisions that may affect the prices of securities issued by the company, including decisions related to the following:
First: Issuing new securities.
Second: Changes in capital investments or in the company's objectives and markets.
Third: Commencement of mergers.
Fourth: Distribution of dividends.
Fifth: Voluntary liquidation.
F. Decisions of the General Assembly of the company, approved by the Companies Registration Department.
G. Calling a General Assembly meeting.
H. Forming a new Board of Directors for the company and the resignation of any member of the Board of Directors or its Managing Director and the reasons for it.
I. The company owns an influential percentage in the capital of another company.
J. Another company owns an influential percentage in the capital of the listed company.

Article (6)
Fines and Penalties
A. A financial fine of (250,000) Iraqi Dinars (two hundred and fifty thousand Dinars) is imposed for each month or part thereof for a period of (60) days only if the company delays submitting its annual financial data within the period mentioned in Article (1) above, and after that, its trading is suspended in the market and it is not returned to trading except after fulfilling the disclosure requirements and paying the monthly fines, plus two million Dinars for resuming trading. B. A financial fine of (50,000) Iraqi Dinars (fifty thousand Dinars) is imposed for each month or part thereof if the company delays submitting the quarterly financial data within the period mentioned in Article (4) above, and after that, its trading is suspended in the market and it is not returned to trading except after fulfilling the disclosure requirements and paying the fine amount.

Article (7)
The violating company subject to Article (5) above is subject to penalties determined by the Authority in accordance with the prevailing Capital Markets Law.

Article (8)
The provisions of Article (6) above do not apply to companies suspended from trading due to their failure to submit disclosure requirements and until the fulfillment of the requirements for returning to trading.

Capital Markets Authority Regulations for the Year 2022

Appendices to Regulatory Regulation No. (8)
Form and Content of Annual and Quarterly Financial Data

First: Annual Financial Data
Appendix No. (1)
The General Balance Sheet
Statement /31 12 Current Year /31 12 Previous Year Account Name Xxx Xxx Account Name Xxx Xxx Account Name Xxx Xxx Total

Appendix No. (2)
Income Statement
Statement /31 12 Current Year /31 12 Previous Year Account Name Xxx Xxx Account Name Xxx Xxx Account Name Xxx Xxx Total

Appendix No. (3)
Cash Flow Statement
Statement /31 12 Current Year /31 12 Previous Year Account Name Xxx Xxx Account Name Xxx Xxx Account Name Xxx Xxx Total

Capital Markets Authority Regulations for the Year 2022

Second: Quarterly Financial Data
Appendix No. (4)
The General Balance Sheet
Statement Current Quarter /31 12 Previous Year Account Name Xxx Xxx Account Name Xxx Xxx Account Name Xxx Xxx Total

Appendix No. (5)
Income Statement

Appendix No. (6)
Cash Flow Statement
Statement Current Quarter Corresponding Quarter from Previous Year Account Name Xxx Xxx Account Name Xxx Xxx Account Name Xxx Xxx Total

Statement Quarter for the Current Year Cumulative to date for the Current Year Cumulative to date for the Previous Year Account Name Xxx Account Name Xxx Account Name Xxx Total