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                The Stock Exchange

                Article (65)
                A- A Stock Exchange known as the Amman Stock Exchange shall be established in the Kingdom, and shall have a legal personality with financial and administrative autonomy. As such, it may acquire and dispose of movable and immovable property to achieve its objectives, carry out all legal acts, enter into contracts and shall have the right to sue and be sued and to authorize any attorney to act on its behalf in legal proceedings.
                B- The membership of the Amman Stock Exchange shall consist of Financial Brokers and Dealers and any other entities designated by the Board. Its general assembly shall consist of members who have paid their subscription and annual membership fees, whereby each member of the general assembly shall have one vote in the general assembly’s meetings.
                C- The Amman Stock Exchange shall be managed by a board of directors and a full-time executive manager. The rules and procedures governing the Amman Stock Exchange’s general assembly, the formation of its board of directors, the manner of convening its meetings, and of adopting decisions therein, the responsibilities and authority ascribed respectively to the general assembly, the board of directors, the executive manager, together with the procedures for dissolving and liquidating the Amman Stock Exchange and any other administrative and financial matters pertaining thereto, shall be governed by the Amman Stock Exchange’s by-laws and instructions issued for this purpose.
                D- The executive manager of the Amman Stock Exchange shall be appointed by a decision of the board of directors, subject to Board approval. The person so appointed shall not hold any other job nor be a partner, shareholder or representative of any Licensed Person.
                E- The chairman or deputy chairman of the board of directors of the Amman Stock Exchange shall not be a partner, a member of the board of directors, a member of the executive board, an employee or a representative of any member of the Stock Exchange.
                F- Upon approval of the Board, the Amman Stock Exchange may borrow or carry out profit-making activities, provided that any such activity shall not affect adversely trading activities at the Amman Stock Exchange.
                G- The Amman Stock Exchange shall be subject to monitoring, supervision and inspection by the Commission, which may also audit the Amman Stock Exchange’s registers.
                H- The Amman Stock Exchange may be restructured by a decision of the Board, upon approval of the Council of Ministers, subject to the provisions of Article (67) of this Law. The Council of Ministers shall determine the entity upon which the Amman Stock Exchange’s assets and obligations shall devolve.

                Article (66)
                A- Any deficit in the revenue and expenditures account of the Amman Stock Exchange for any fiscal year shall be covered from the general reserves. If the general reserves are insufficient to cover the deficit, it shall be covered by equal payments from the Amman Stock Exchange’s members, which payments shall be credited for members against net future revenues.
                B- Notwithstanding what is stated in Paragraph (A) of this Article, the Amman Stock Exchange board of directors may, subject to Board approval, borrow the amounts needed to cover part or all of the deficit.

                Article (67)
                A- 1. A Trading Market in Securities shall be licensed as a Stock Exchange in accordance with the provisions of this Law and the instructions issued by the Board in this regard.
                2. An application to license a Trading Market in Securities as a Stock Exchange shall be filed with the Commission, and shall have enclosed therewith its by-laws and instructions governing its activities and such other information and documents as the Board may deem necessary or appropriate for the protection of investors or in the public interest.
                B- A Trading Market in Securities shall not be licensed as a Stock Exchange unless the Board determines that such a Trading Market is organized and has the capacity to enforce compliance by its members and persons associated with its members with the provisions of this Law and the regulations, instructions and decisions issued pursuant thereto, and with its own by-laws and instructions.
                C- The by-laws and instructions of a Trading Market in Securities shall provide for the following:
                1. Charging its members, Issuers and other persons using its facilities any fees and charges in a fair and reasonable manner;
                2. Ensuring fairness, efficiency and transparency and preventing fraud, Deception and Prohibited Acts, fostering cooperation and coordination with entities working in the capital market and protecting investors;
                3. Laying down fair principles for any differentiation between clients, Issuers, Financial Brokers or Dealers;
                4. Imposing disciplinary sanctions upon its members and persons associated therewith for violation of the provisions of this Law and the regulations, instructions and decisions issued pursuant thereto and the provisions of the by-laws and instructions of the Trading Market in Securities;
                5. Applying equitable and fair trading procedures;
                6. Barring any unjustified or inadequate restraints on competition;
                7. Establishing standards of training, experience and administrative competence for its members and persons employed by such members, and disciplinary measures against those who do not satisfy such;
                8. Assuring the financial adequacy of its members and for monitoring such.
                D- Neither the chairman nor the deputy chairman of the Trading Market in Securities may be a member of the board of directors or of the board of executives of a Licensed Person, or a director, manager, employee or representative of a Licensed Person during their term in office.
                E- The board of directors of the Market shall appoint a certified auditor to audit the accounts of the Market.

                Article (68)
                A- The Stock Exchange may conduct, or have the Commission conduct on its behalf, such audits and investigations of its members and of trading therein to determine whether its by-laws or instructions, or the provisions of this Law or the regulations, instructions or decisions issued pursuant thereto have been violated. Such investigations shall be conducted in accordance with the instructions set by the Market in a manner that will provide safeguards for the rights of members during the course of investigations.
                B- 1. The by-laws and instructions of the Market shall provide that, in the conduct of audits and investigations, authorized employees of the Market are authorized to inspect, and make copies of, the books and records of any Market member, either with or without prior notice, provided such inspection shall be conducted only during customary business hours.
                2. Allowing authorized Market employees to carry out the tasks provided for in Subparagraph (1) of this Paragraph shall be a condition for membership in the Market.
                C- Any information to which the Market management, employees or counsels have access shall be deemed confidential, and may not be disclosed without Board approval.
                D- The Market may, upon justified cause, request the Commission to suspend dealings in any traded securities or to cease the business activity of any member, for the period it deems appropriate.

                Article (69)
                A- A Financial Broker or Dealer shall not trade in securities of a Public Issuer except on a stock exchange, unless such a security is exempt from this condition by the Board.
                B- Trading on the Market shall be carried out only through trading contracts between Brokers, either on behalf of clients or for their own account. The contracts shall be recorded in the Market registers in accordance with the Market by-laws and instructions, which shall be binding upon all parties to the trading.
                C- The entry records of the Market registers and accounts, whether manual or electronic, as well as any document issued by the Market pursuant thereto, shall constitute prima facie legal evidence of the trade and date stated therein unless proven otherwise .

                Article (70)
                A- The Market may stipulate membership requirements and conditions, and may refuse the application of any person to become a member or bar him from being employed by a member, if such a person does not meet the standards of training, experience, and competence prescribed by the Market’s by-laws and instructions, or if he commits a violation of the provisions of this Law and the regulations, instructions and decisions issued pursuant thereto.
                B- In taking any of the measures stated in Paragraph (A) of this Article, the Market shall give the said person opportunity to be heard, record the minutes of investigation, and provide cause for any decision it takes in this regard.
                C- The Market shall specify the violations by members or persons associated therewith which are subject to disciplinary measures, and shall notify the member or the said person of the charge, provide such member with the opportunity to be heard, and keep minutes of the hearing. A determination by the Market to impose a disciplinary sanction shall include the following:
                1. any act or practice which such member or the person associated therewith has been found to have engaged in, or which such member or person has been found to have omitted;
                2. the specific provisions of this Law and the regulations, instructions and decisions issued pursuant thereto, and the provisions of the Market by-laws and instructions which the member or the person associated therewith has violated;
                3. the investigation’s findings, the sanctions imposed and the reasons therefore.
                D- Notwithstanding the foregoing provisions of this Article, where the Market determines that a member is in such financial or operating difficulty that the member cannot be permitted to continue to do business without jeopardizing the interests of investors, creditors, other members, or the Market, the Market shall promptly notify the Commission of this. The Market may also, after notice to the Commission, summarily suspend, limit or prohibit the member’s access to its services.
                E- In the event summary action is taken pursuant to Paragraph (D) of this Article, the Market shall promptly thereafter conduct a hearing at which the member shall be permitted to dispute the Market’s decision .

                Article (71)
                A- The by-laws and instructions of the Market shall be legally binding upon the members and their clients .
                B- A member shall sign a written commitment upon becoming a member of the Market pursuant to which he undertakes to comply with the Market’s by-laws and instructions.
                C- Default in the payment of dues and fees by any member, is deemed a violation of the Market by-laws and instructions and may subject the member to sanctions including fines.

                Article (72)
                A- Only securities deposited with the Center may be traded in the Market, except where otherwise provided by the Board.
                B- Every public shareholding company established in the Kingdom, and every Public Issuer in the Kingdom, is required to apply for listing of its outstanding securities for trading on the Market.
                C- No Jordanian Issuer shall list its securities on a stock exchange or trading market in securities outside the Kingdom without the Board’s prior approval.
                D- The Market shall specify in its by-laws and instructions the different sets of standards and conditions for securities to be admitted to trading or listing. The Market may provide for a distinction between listed securities and those admitted to trading. All securities of an Issuer of the same class and type shall be admitted to trading on the same basis.
                E- The by-laws and instructions of the Market pertaining to the admission of securities to trading or listing shall provide that the Issuer is required to enter into binding agreements with both the Market and the Center pursuant to which the respective rights and obligations of the Issuer, the Market and the Center shall be
                established.

                Article (73)
                A- The by-laws and instructions of the Market, and any amendments or revisions thereto shall be submitted to the Board for approval prior to their being made effective, and the Board may introduce any amendments thereto.
                B- The Board may request the Market’s board of directors to introduce amendments to its by-laws and instructions as it deems necessary in the public interest and for the protection of investors, and within the period specified in the request. At the expiry of the specified period, the Board may introduce the amendments which it deems appropriate. The amendments shall be effective as of the date set by the Board.
                C- The Board may review the decisions issued by the Market to ensure their consistency with the provisions of this Law and the regulations, instructions and decisions issued pursuant thereto, and to take the appropriate decisions thereon.

                Article (74)
                A- The Market shall charge the commissions, fees and any charges provided for in its by-laws.
                B- The Market may impose fines in accordance with provisions of its by-laws and instructions.
                C- Fines imposed in accordance with the provisions of Paragraph (B) of this Article shall devolve upon the Market.

                Article (75)
                The Board may suspend the activities of the Market for a period of no more than one week, or for a longer period subject to the Prime Minister’s approval.





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