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                Issuance Department

                The Issuance Department is in charge of matters related to the issuance of securities and their registration. The Department oversees the registration of the capital of issuing companies, which includes studying prospectuses, overseeing related economic feasibility studies, studying financial statements of issuing companies for the purpose of registering securities, overseeing the process of issuing bonds and registering them as well as registering and overseeing mutual funds, overseeing dual listing of issuing companies and operations related to treasury stocks, and preparing statistical tables related to initial issues and capital registered with the commission.

                Services provided by the Issuance Department:

                • Registering increased capital shares of existing issuing companies by consolidating reserves, accrued retained earnings or the issuance premium.

                Documents needed to provide the service:

                A company that wants to raise its capital by one of these methods shall submit, within a period not exceeding five working days of the approval by the Minister of Industry and Trade, an application to the Commission requesting registration of the securities to be issued, accompanied by the following:

                  1. Minutes of the company’s extraordinary general assembly meeting in which this capital increase was approved.
                  2. The approval of the Minister of Industry and Trade of the decision to increase capital.
                  3. Any other information the Commission deems necessary to complete the registration.
                • Registering increased capital shares of issuing companies by capitalizing debts:

                Documents needed to provide the service:

                A company that wants to raise its capital by capitalizing debts shall submit, within a period not exceeding five working days of the approval of the Minister of Industry and Trade, an application to the Commission requesting registration of the securities to be issued, accompanied by the following:

                  1. Minutes of the company‘s extraordinary general assembly meeting in which this capital increase was approved.
                  2. The approval of the Minister of Industry and Trade of the decision to increase capital.
                  3. A report containing details of the debts to be capitalized, the mechanism of assessing their value, the origin of the debts, and any other information requested by the Commission. The report shall be signed by the chairman and majority of board members, the auditor and the issuance manager, and disclosed to the public.
                  4. Any other information that the Commission deems necessary to complete the registration.
                • Registering increased capital shares of merging companies / companies that result of a merger:

                Documents needed to provide the service:

                The company shall submit an application to the Commission accompanied by the following:

                  1. The decision of the board of directors to merge (if it is a limited liability company).
                  2. The decision by the extraordinary meeting of the general assembly of merging companies to approve the merger in principle.
                  3. The final decision of the extraordinary meeting of the general assembly of merging companies to approve the following:
                    • To adopt the report of the assets, liabilities, and net shareholder’s equity of the merging companies and the companies that result from the merger.
                    • The memorandum of association and articles of association of the merging company or the company that results from the merger.
                    • The final approval of the merger.
                  4. The approval of the Minister of Industry and Trade of the decision to merge.
                  5. The memorandum of association of the merging company or the company that results from the merger.
                  6. If the memorandum of association does not include the names of shareholders, a list should be appended of their names and the shares owned by each one of them per his share of the capital.
                  7. The articles of association of the merging company or the company that results from the merger.
                  8. The certificate of registration of the company.
                  9. A photocopy of the announcement of the merger.
                  10. A certificate from the Companies General Controller of the names of the board of directors, authorized signatories, and sample signatures.
                  11. A certificate from the Companies General Controller of the opening balances of shareholders equity of the merging company or the company that result from the merger.
                  12. The annual and semi-annual financial statements for the last two years.
                  13. The report of the committee for reassessing assets and liabilities.
                  14. Financial statements before evaluation and opening financial statements after evaluation.
                  15. Periodic financial statements (that cover the period from the end of the fiscal year to the last quarter before the date of applying for registration).
                  16. Any other information that the Commission deems necessary to complete the registration.
                • Registering shares of the capital of companies that turn into public shareholding companies:

                Documents needed to provide the service:

                The company shall submit an application to the Commission requesting registration of the securities and approval of the prospectus, accompanied by a prospectus prepared in accordance with the Directives on Issuance and Registration of Securities of the year 2005, as well as the following documents:

                  1. Minutes of the board of directors meeting that approved changing the legal status of the company.
                  2. The approval of the Minister of Industry and Trade.
                  3. An acknowledgement that there are no objections to changing the status of the company.
                  4. The memorandum of association (including the names of shareholders).
                  5. The articles of association of the company.
                  6. The company’s certificate of registration.
                  7. A photocopy of the announcement of the change in the company’s status.
                  8. The report assessing the company’s assets and liabilities, issued by the assets assessment committee.
                  9. Any other information that the Commission deems necessary to complete the registration.

                Given that the company which results from the change of status to a public shareholding company shall submit its application to the Commission for registration within 6 months of completing the conversion procedures of the Ministry of Industry and Trade and the issuance of the final approval thereof.

                • Registering shares of the capital–capital increase of issuing companies through public offer, including existing and newly-established companies:

                Documents needed to provide the service:

                The company shall submit an application to the Commission requesting registration of the securities and approval of the prospectus, accompanied by a prospectus prepared in accordance with the Directives on Issuance and Registration of Securities of the year 2005, as well as the following documents:

                  1. The text of the proposed announcement related to the offer, prepared in accordance with the above directive.
                  2. A subscription application form.
                  3. All decisions and legal documents that show approval of the issuance related to the shares.
                  4. A list of names of companies in which the issuing company owns more than 5% of their capital, showing the percentage owned by the issuing company.
                  5. Expenses resulting from the issuance of the securities.
                  6. A briefing on the names and contributions of those who prepared the prospectus (if any) at the company or its subsidiary companies, whether auditors, legal advisers, or accountants of the issuing company.
                  7. List the name/ names of any person /persons for whose benefit the company has issued shares or intends to issue shares at a different price from that expected in the prospectus by the end of the year and the reason for it.
                  8. A certified photocopy of the approvals from official authorities.
                  9. Annual financial statements accompanied by explanations and the auditor’s report.
                  10. Any agreement/s signed with the underwriter.
                  11. The legal opinion related to the validity of the issuance.
                  12. The memorandum of association of the issuer if it is a public shareholding company, a copy of its article of association and any documents related to these companies.
                  13. All contracts that contain material information, and it is not a perquisite to disclose the contents of any part of these contracts if the Commission deems that this may weaken the value of the contract or that it is not necessary to protect investors.
                  14. Agreements between the issuer, the payment agent, and the custodian of the securities on offer.
                  15. Any information or data requested by the Commission that it deems important for completing the request for registration.
                • Registering corporate bonds through public offer:

                Documents needed to provide the service:

                The company shall submit an application to the Commission requesting registration of the corporate bonds and approval of the issuance prospectus prepared in accordance with the Instructions on Issuance and Registration of Securities of the year 2005, as well as the following documents:

                  1. The text of the announcement related to the offer, prepared as per the above instructions.
                  2. The subscription application form.
                  3. All decisions and official documents which show that corporate bond issues have been approved.
                  4. A list of the names of companies of which the issuing company owns more than 5% of its capital, showing the percentage owned by the issuing company.
                  5. Expenses resulting from the issuance of securities.
                  6. A briefing on the names and contributions of those who prepared the prospectus (if available) from the company or from its subsidiaries, whether accountants, auditors, or legal advisors of the issuing company.
                  7. A certified copy of the privileges or licenses granted to the company and their amendments.
                  8. A full explanation of the steps taken by the company to examine and evaluate the company to provide all information and explanations needed in the prospectus.
                  9. A copy of the auditor’s report showing that the bond issuance prospectus agrees with the required loan and that it does not exceed the company’s capacity and financial ability.
                  10. Any agreements concluded with the underwriter.
                  11. The legal opinion regarding the validity of the issuance.
                  12. The memorandum or articles of association of the issuer if it is a public shareholding company or a private shareholding company, and any other documents related to them.
                  13. The documents by which the issuing company was established or those by which its establishment was announced if the issuer is a limited liability company.
                  14. A copy of the partnership agreement, founding agreements, or any other document related to the organization if it is a company or another entity, and a copy of the official founding agreements that affect the value of the shares or bonds or loan tools that were offered or would be offered.
                  15. All contracts that contain material information; it is not a prerequisite to disclose the contents of any part of these contracts if the Commission deems that this may weaken the value of the contract or that it is not necessary to protect investors.
                  16. Agreements between the issuer and the payment agent, the custodian of the securities on offer.
                  17. Any information or data requested by the Commission that it deems important for completing the request for registration.





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