Statement of Substance and Purpose - Proposed Amendment to TTSE Rule 400

STATEMENT OF SUBSTANCE
AND PURPOSE
Amendment to Special Market Listing
Requirement Rule 400(2)(i)(c) in respect of the Small and Medium Enterprise Market Revised July 18 2025

STATEMENT OF SUBSTANCE AND PURPOSE – AMENDMENT TO SPECIAL MARKET LISTING REQUIREMENT RULE 400(2)(i)(c) IN RESPECT OF SMALL AND MEDIUM ENTERPRISE MARKET
Table of Contents
Background.................................................................................................................................................................... 2
Existing Rule .............................................................................................................................................................. 3
Proposed Amendment of Rule ...........…………………………………………………………………………………………………..3
Statement of Substance and Purpose .............................................................................................................................. 4
Appendix .......................................................................................................................................................................5

STATEMENT OF SUBSTANCE AND PURPOSE – AMENDMENT TO SPECIAL MARKET LISTING REQUIREMENT RULE 400(2)(i)(c) IN RESPECT OF SMALL AND MEDIUM ENTERPRISE MARKET 2 BACKGROUND In accordance with Section 35 and Section 40 of the Securities Act Ch 83:02, the Trinidad and Tobago Stock Exchange Limited (TTSE) hereby proposes a further amendment to Special Market Listing Requirement Rule 400(2) in respect of the Small and Medium Enterprise Market for approval by the Trinidad and Tobago Securities and Exchange Commission (TTSEC). By Order of August 29th 2022, the Commission approved an amendment to TTSE Rule Book in respect of the SME Market Listing Rule which included a sub-rule that whereby the company, trust, entity or body corporate is required under Rule 400(2)(c) not be associated or affiliated with any company listed with the Exchange or with any other securities exchange. The TTSE has received feedback from SMEs that this section is a barrier to entry. Given the limited participation in the SME market and the need to develop the capital markets of Trinidad and Tobago, the TTSE is now requesting that this particular Rule 400(2)(i)(c) be amended. After consideration, the TTSE has now deemed it imperative for the reasons set out in this Statement of Substance and Purpose that the TTSE Rule 400(2)(i)(c), Special Market Listing Requirements in respect of Small and Medium Enterprise Market be amended. For ease of reference, we now enclose at “Appendix 1” the marked-up version showing the said proposed changes and a version incorporating the changes without mark-up. Note The existing TTSE Rules are currently being revised. As a result, the number for the proposed Special Market Listing Requirements, Small and Medium Enterprise Market and references made to same within the Proposed TTSE Body of Rules is subject to change.

STATEMENT OF SUBSTANCE AND PURPOSE – AMENDMENT TO SPECIAL MARKET LISTING REQUIREMENT RULE 400(2)(i)(c) IN RESPECT OF SMALL AND MEDIUM ENTERPRISE MARKET 3 Statement of Substance and Purpose – Amendment to Special Market Listing Requirement Rule 400(2)(i)(c) in respect of the Small and Medium Enterprise Market We now outline the following:

1. Existing Rule 400 (2)(i)(c) – Special Market Listing Requirements in respect of
   the Small and Medium Enterprise Market
2. Existing Rule 400 (2)(i)(c) – Special Market Listing Requirements in respect of
   the Small and Medium Enterprise Market – to be amended.
   Existing Rule
   TTSE Rule 400(2)(i)(c)– Special Market Listing Requirements in respect of the Small and Medium Enterprise Market (c) not be associated or affiliated with any company listed with the Exchange or with any other securities exchange; Proposed Amendment of Rule TTSE Rule 400(2)(i)(c)– Special Market Listing Requirements in respect of the Small and Medium Enterprise Market (c) not be associated or affiliated with any company listed with on the first tier of the Exchange or with any other securities exchange;.

STATEMENT OF SUBSTANCE AND PURPOSE – AMENDMENT TO SPECIAL MARKET LISTING REQUIREMENT RULE 400(2)(i)(c) IN RESPECT OF SMALL AND MEDIUM ENTERPRISE MARKET 4 Statement of Substance and Purpose The TTSE notes that since the launch of the SME market in 2012, only four (4) SMEs are currently listed. In order for the SME Market to develop, the TTSE has entered into Memoranda of Understanding with industry associations such as the Trinidad and Tobago Manufacturers Association and the Trinidad and Tobago Chamber of Industry and Commerce as well as institutions such as the Trinidad and Tobago Unit Trust Corporation which have programmes for SME development. In the various sessions and engagements with SMEs on creating conditions in the SME Market to encourage listing on the SME market, with the attendant increase in the number of shares available for investors, we have had direct confidential discussions on the barriers to listing. SMEs considering listing on the SME market have provided feedback to the TTSE on an one-on-one basis and through formal sessions, that the restriction barring SMEs associated or affiliated with listed companies on the Exchange or with other securities exchange has limited the potential for otherwise qualified companies to come to the capital markets. The subject rule was initially developed to safeguard against the potential risk of large listed enterprises re-structuring their operations to smaller entities in order to take advantage of tax incentives in the SME market. However, this risk is sufficiently mitigated as the the prohibition on first tier listed companies having affiliated or associated SMEs listed is preserved. So large, listed companies which are currently on the first tier of the Exchange are prohibited from listing on the SME market. We therefore are of the view that Rule 400(2)(i)(c) continues to cover this risk. Given the history of the SME market and its small size, the TTSE is committed to creating an enabling infrastructure for the development of the capital markets in Trinidad and Tobago. The TTSE therefore recommends the amendment of Rule 400(2)(i)(c) to limit the exclusion of associated or affiliated companies listed on the Exchange to those listed on the first tier of the Exchange as this will eliminate unnecessary barriers to entry to the SME Market and increase market confidence of SMEs resulting in the growth of capital markets in Trinidad and Tobago.

STATEMENT OF SUBSTANCE AND PURPOSE – AMENDMENT TO SPECIAL MARKET LISTING REQUIREMENT RULE 400(2)(i)(c) IN RESPECT OF SMALL AND MEDIUM ENTERPRISE MARKET 5
APPENDIX 1
Existing Rule
TTSE Rule 400(2)(i)(c)– Special Market Listing Requirements in respect of the Small and Medium Enterprise Market (c) not be associated or affiliated with any company listed with the Exchange or with any other securities exchange; Proposed Amendment of Rule TTSE Rule 400(2)(i)(c)– Special Market Listing Requirements in respect of the Small and Medium Enterprise Market with mark-up of changes:
(c) not be associated or affiliated with any company listed with on the first tier of the Exchange or with any other securities exchange;. TTSE Rule 400(2)(i)(c)– Special Market Listing Requirements in respect of the Small and Medium Enterprise Market showing amendments incorporated:
(c) not be associated or affiliated with any company listed on the first tier of the Exchange or with any other securities exchange;.