Reporting and Disclosure (of Shareholding by Directors, Executive Officers and Substantial Shareholders in Listed Companies) Regulations, 2015

# PART II
Statutory Notifications (S.R.O.)

## GOVERNMENT OF PAKISTAN
Securities and Exchange Commission of Pakistan

## NOTIFICATION

*Islamabad, October 19, 2015.*

S. R. O. **1032** (I)/2015:- In exercise of powers conferred by sub-section (1) of section 169 read with sections 101, 102, 103, 104 and 107 of the Securities Act, 2015 (Act No. III of 2015), Securities and Exchange Commission of Pakistan hereby makes the following Regulations, the same being previously published in Official Gazette vide S.R.O. 887/2015 dated September 1, 2015 and also placed on its website as required under sub-section (4) of section 169 of said Act, namely:-

## CHAPTER I
## PRELIMINARY

### 1. Short title and commencement.
(1) These Regulations shall be called the Reporting and Disclosure (of Shareholding by Directors, Executive Officers and Substantial Shareholders in Listed Companies) Regulations, 2015.

(2) They shall come into force at once.

### 2. Definitions.
(1) In these Regulations, unless there is anything repugnant in the subject or context, —

(a) “Act” means the Securities Act, 2015 (III of 2015);

(b) “equity securities” shall have the same meaning given in sub-section (3) of section 103 of the Act;

(c) “executive officer” shall have the same meaning as provided under sub-section (4) of section 101 of the Act;

(d) “substantial shareholder” shall have the same meaning provided in section 2 of the Act.

(2) Words and expressions used but not defined in these Regulations shall have the same meaning as assigned to them in the Securities Act, 2015 (III of 2015), the Companies Ordinance, 1984 (XLVII of 1984), or the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997).

## CHAPTER II
## Substantial Shareholding Disclosure

### 3. Reporting of beneficial ownership in the listed equity securities under section 101 to section 103 of the Act.
(1) Any person who becomes a director, executive officer, or substantial shareholder of a listed company shall give notice in writing to the company in Form 1 of his beneficial ownership in the equity securities of the company and in Form 2 for any subsequent change therein or any gain therefrom.

(2) Every listed company shall, in accordance with Section 102 of the Act, keep and maintain a register of its directors interest notified under Section 101 of the Act in Form 3.

(3) The listed company shall notify the Commission in Form 4 whenever such company receives Form 1 from director, executive officer, or substantial shareholder pursuant to the requirement of section 101(1) of the Act.

(4) The directors, executive officer and substantial shareholder of equity securities in a listed company shall, in accordance with section 103 of the Act submit statement of beneficial ownership in Form 5 and report any subsequent change therein or position to the Commission in Form 6.

### 4. Computation of Gain under section 104 of the Act,
(1) Any gain made from the purchase and sale, or sale and purchase, of any beneficial owned listed equity securities within a period of less than six months shall be reported to the Commission in Form 7 within seven day of accrual and shall be tendered to the Commission for onward credit to the Federal Consolidated Fund.

(2) The gain referred to under sub regulation (1) shall be computed in the following manner, namely:-

(a) by matching the transactions in chronological order and the recoverable amount shall be calculated with respect to every individual transaction by reference to the difference between the sale price and the purchase price, made within the period of less than six months;

**Explanation:** For the purposes of this clause the term “gain” includes profit made by purchase and sale or sale and purchase of same class of securities, within the period of six months.

(b) the purchases and sales shall be matched as aforesaid so long as the securities involved in the purchase and sale are of the same class and of the same listed company and for this purpose the shares shall be deemed as fungibles;

(c) any loss arising out of any involved transaction in a listed security, shall be setoff against the gain arising out of such security computed in the manner aforesaid;

(d) the amount of brokerage, stamp duty and other expenditure actually paid or incurred in making the gain may be deducted by the person by whom it is to be reported or tendered subject to production of such documentary evidence in support of the payment having been made or expenditure having been incurred as may be acceptable to the Commission; and

(e) matching of cum-bonus/cum-right shares sold after announcement of said pay-out, duly approved by Board of Directors, with purchase of ex-bonus/ex-right shares, sale price may be adjusted to the extent of pay out, subject to production of such documentary evidences.

(3) For the purpose of sub-regulation (1) the following shall not constitute a purchase:-