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                Instructions of Share buyback by Public shareholding companies

                Issued pursuant to Articles (12/Q) and (123/B) of the Securities Law No. (76) for the Year 2002

                Article (1):

                These Instructions shall be cited as (Instructions of Share Buyback by Public Shareholding Companies “Treasury Stock” for the Year 2006), and shall come into effect as of 8 March 2006.

                Article (2):

                A- The following words and expressions shall have the meanings ascribed thereto hereunder unless the context indicates otherwise:

                The Law : The Securities Law.
                The Commission :The Securities Commission.
                Stock Exchange : The Amman Stock Exchange/Securities Market.
                The Company : The public shareholding company subject to these Instructions.
                Treasury Stock : The Stocks issued and bought-back by the Company

                B- The words and expressions not stated above shall have the meanings ascribed thereto in the Law and the Regulations issued pursuant thereto.

                Article (3):

                 The Company that intends to buyback shares issued thereby shall immediately notify the Commission of the recommendation of the Board of Directors to the General Assembly, and shall announce that recommendation.

                 Article (4):

                 The Company shall promptly inform the Commission of the buyback decision of the General Assembly in its extraordinary meeting and shall announce that in at least two daily newspapers. The announcement shall include the following: A- The General Assembly’s decision. B- The number of shares the Company intends to buy. C- The buyback commencement date.

                Article (5):

                 The Company’s share buyback shall be subject to the following conditions:
                A- The purchased shares shall not exceed 5% of the Company’s subscribed shares. However, subject to the approval of the Commission, this percentage may reach up to 10%.
                B- The allocated sum for buyback of the Company’s shares shall not exceed the total of deferred profits and voluntary reserves of the Company.

                Article (6):

                 The buyback shall take place through the Stock Exchange, subject to the following:

                A- The daily demand volume in a single trading session shall not exceed (2%) of the Company’s subscribed shares.
                B- The buyback execution period shall not exceed (30) thirty trading days from the date of the first buyback transaction.
                C- It shall be prohibited to buyback Treasury Stock through deals.

                 Article (7):

                Treasury Stock shall not be entitled to any dividends distributed by the Company to shareholders, nor to participating in, and voting at the Company’s General Assembly meetings.

                 Article (8):

                The company shall retain the Treasury Stock for a period of no less than six months from the date of the first buyback transaction, and no more than eighteen months therefrom.

                Article (9):

                 The Company shall not issue any new securities during the period of retaining the Treasury Stock.

                Article (10):

                 A Company that intends to sell Treasury Stock shall undertake the following:
                A- Inform the Commission in advance about the sale operation and its commencement date.
                B- Announce in at least two daily newspapers the Company’s intension to sell those shares.

                 Article (11):

                A- Where the Treasury Stock are not sold within the period specified in Article (8) of these Instructions, the Company’s Board of Directors shall convene an extraordinary meeting of its General Assembly in order to obtain a decision to decrease the Company’s capital by the amount of the nominal value of the unsold shares in accordance with the procedures stipulated in the applicable Companies Law.
                B- If the General Assembly extraordinary meeting could not be convened, or where the approval of the General Assembly of the decrease decision could not be obtained, the Company has to sell those Stock within one month after the lapse of the (18) months period stipulated in Article (8) of these Instructions.

                Article (12):

                 Insiders in the Company and their relatives shall be prohibited from dealing in Treasury Stock. This provision shall also apply to subsidiary and affiliate Companies.

                Article (13):

                 Subject to the provisions of these Instructions:
                A- Banks shall obtain a prior approval from the Central Bank of Jordan before concluding any buyback.
                B- Insurance companies shall obtain a prior approval from the Insurance Commission before concluding any buyback.
                C- Financial services Companies, except for banks, shall obtain the Commission’s prior approval before concluding any buyback.

                Article (14):

                 A Company which intends to decrease its capital may undertake this action by buying-back its shares through the market without complying with the conditions stipulated in these Instructions.

                Article (15):

                The Company shall observe all shareholders’ interests upon taking and executing decisions of Treasury Stock purchase and sale.

                Article (16):

                 The Stock Exchange shall undertake the appropriate measures to disclose the transactions carried out pursuant to the provisions of these Instructions.

                Article (17):

                The Instructions for Share Buyback by Public Shareholding Companies (Treasury Stock) for the Year 2001 are hereby repealed.





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