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KINGDOM OF SAUDI ARABIAThe Saudi Stock Exchange Company (Tadawul)LISTING RULESApproved by the Board of the Capital Market AuthorityPursuant to its Resolution Number []Dated [] Corresponding to []Based on the Capital Market Lawissued by Royal Decree No. M/30 dated 2/6/1424HArabic is the official language of the Saudi Stock ExchangeImportant Notice: The current version of these Rules, as may be amended, can be foundat the Exchange website: www.tadawul.com.sa165965-3-130

TABLE OF CONTENTSPART 1 : GENERAL PROVISIONSArticle 1 : Preliminary provisionsArticle 2 : Scope and applicationArticle 3 : Overriding listing requirementsArticle 4 : FeesPART 2 : LISTING CONDITIONSArticle 5 : Scope and applicationArticle 6 : General listing conditions for securitiesArticle 7 : Conditions relating to listing of sharesArticle 8 : Conditions relating to listing of debt instrumentsArticle 9 : Condition relating to listing of convertible debt instrumentsArticle 10 : General conditions for cross listing of foreign issuersArticle 11 : Conditions relating to listing of units in investment fundsPART 3 : APPLICATIONS FOR LISTINGArticle 12 : Scope and applicationArticle 13 : Application for listingArticle 14 : Issuer's approvalArticle 15 : Appointment of representatives of the issuerArticle 16 : Supporting documentsArticle 17 : Record keeping requirementsArticle 18 : Listing of securitiesArticle 19 : Dormant applicationsPART 4 : CHANGES TO THE CAPITAL STRUCTUREArticle 20 : Scope and applicationArticle 21 : Application submission for capital increase of issuer of listed securitiesand supporting documentsArticle 22 : Tradable rightsArticle 23 : Conditions relating to issuer’s capital reductionPART 5 : CONTINUING OBLIGATIONSPage 1

Article 24 : Scope and applicationArticle 25 : Obligation to make disclosures in accordance with applicablerequirementsArticle 26 : Obligation to disclose corporate actions which may affect the price of thelisted securityArticle 27 : Exchange power to request the provision/disclosure of furtherinformation or dataArticle 28 : Means and form of disclosureArticle 29 : Timing of disclosureArticle 30 : Review of disclosurePART 6 : SUBSTANTIAL HOLDINGS AND LOCK-UP PERIODSArticle 31 : Scope and applicationArticle 32 : Notification related to substantial holdings in securitiesArticle 33 : Lock-up periodsPART 7 : CANCELLATION OF LISTING AND SUSPENSION OF TRADINGArticle 34 : Scope and applicationArticle 35 : Power to suspend trading or cancel listingArticle 36 : Voluntary cancellation of listingArticle 37 : Temporary trading haltPART 8 : PARALLEL MARKET RULESArticle 38 : Scope and applicationArticle 39 : Eligibility for Trading in the Parallel MarketArticle 40 : Conditions relating to listing of shares on the Parallel MarketArticle 41 : Transition to the Main MarketPART 9 : PUBLICATION AND ENTRY INTO FORCEArticle 42 : Publication and Entry into ForcePART 10 : ANNEXESAnnex 1 Content of Application for Listing of Shares or Debt InstrumentsAnnex 2 Content of Application for Listing Units of a Real Estate Investment TradedFundAnnex 3 Content of Application for Listing Units of an Exchange Traded FundPage 2

Annex 4 Form of Letter Required for Capital IncreaseAnnex 5 Form of Letter Required for Capital ReductionPage 3

PART 1: GENERAL PROVISIONSArticle 1: Preliminary provisionsa.Any reference to the “Capital Market Law” in these Rules shall mean the Capital MarketLaw issued by Royal Decree No. M/30 dated 2/6/1424H.b.Expressions and terms in these Rules have the meaning which they bear in the CapitalMarket Law and in the Glossary of Defined Terms Used in the Exchange Rules unlessthe contrary intention appears.c.Any person subject to these Rules may appeal to the Committee in respect of anydecision or action that the Authority or the Exchange takes under these Rules.Article 2: Scope and applicationThe purpose of these Rules is to regulate:1) the listing of securities;2) the continuing obligations of issuers of listed securities;3) the suspension of trading of listed securities; and4) the cancellation of listing of listed securities.Article 3: Overriding listing requirementsa.Securities may not be listed except in accordance with these Rules and unless therelevant offering requirements in the rules and regulations of the Authority have beensatisfied.b.Securities may not be listed unless they are offered to the public by way of a public offer.By way of exception, the following securities may be listed without being offered to thepublic:Page 4

1) debt instruments issued by the government of the Kingdom or a supranationalauthority recognised by the Authority; and2) shares, in respect of which the issuer makes an application for listing on the ParallelMarket and which have been offered by way of a parallel market offer.Article 4: Feesa.An issuer applying for listing of its securities is required to pay all applicable listing feesto the Exchange as determined by the Exchange and approved by the Authority.b.An issuer whose securities are listed is required to pay all applicable periodic fees to theExchange as determined by the Exchange and approved by the Authority.Page 5

PART 2: LISTING CONDITIONSArticle 5: Scope and applicationThe purpose of this Part is to identify the conditions relating to the listing of securities on theMain Market.Article 6: General listing conditions for securitiesa.To be listed, securities must:1) conform with the statutory conditions in the Kingdom;2) be duly issued according to the requirements of the issuer’s Bylaws or any otherconstitutional documents, as applicable;3) deposited with, settled and cleared through the Depository Center; and4) without prejudice to paragraph (b) of this Article, be freely transferable and tradable.b.Any restriction on transferability of securities must be approved by the Authority at thetime of listing and all investors must be provided with appropriate information to enabledealings in such securities to take place on an open and fair basis.Article 7: Conditions relating to listing of sharesa.The issuer must be a joint stock company.b.There must be a sufficiently liquid market for the shares that are the subject of theapplication for listing, as follows:1) there are at least 200 public shareholders at the time of listing; and2) at least 30% of the class of shares that are the subject of the application will beowned by the public at the time of listing.After obtaining the approval of the Authority, the Exchange may permit a lowerpercentage or a lower number of shareholders if the Exchange deems that it isPage 6

appropriate to do so in view of the number of shares under the same class and itsdistribution to the public.c.Without prejudice to any lower percentage or lower number of shareholders permittedunder paragraph (b) of this Article, the requirements of that paragraph shall constitute acontinuous obligation on the issuer.d.If at any time following having its shares listed the issuer becomes aware that any of therequirements of paragraph (b) of this Article are no longer met, the issuer mustimmediately inform the Exchange and take the necessary remedial actions to ensure thatthe relevant requirements are met. The issuer shall keep the Exchange informed on anyprogress in respect of the remedial actions.e.Where none of the shares of a particular class are listed, the application for listing mustrelate to all shares of that class issued or proposed to be issued. If the shares of that classare already listed, the application must include all further shares of that class which areproposed to be issued.f.Except where shares of the same class are already listed, at the date of listing theexpected aggregate market value of all shares to be listed must be at least SR 100million. After obtaining the approval of the Authority, the Exchange may allow thelisting of shares of a lower aggregate market value if the Exchange is satisfied that therewill be a sufficiently liquid market for the shares concerned.Article 8: Conditions relating to the approval of listing of debt instrumentsa.If the issuer has any of its securities already listed, the expected aggregate value of alldebt instruments to be listed (or in the case of a debt issuance programme, each separatetranche) must be at least SR 50 million.b.If the issuer does not already have securities listed, the expected aggregate value of alldebt instruments to be listed (or in the case of a debt instrument issuance programme,each separate tranche) must be at least SR 100 million.c.After obtaining the approval of the Authority, the Exchange may permit the listing ofdebt instruments of a lower value than the aggregate values stated in paragraphs (a) andPage 7

(b) of this Article, provided that the Exchange is satisfied that there will be a sufficientlyliquid market for the debt instruments concerned.d.Without prejudice to any lower aggregate value permitted under paragraph (c) of thisArticle, the requirements of paragraph (a) or (b) of this Article -as applicable- shallconstitute a continuous obligation on the issuer.e.If the issuer at any time following having its debt instruments listed becomes aware thatany of the requirements of paragraph (a) or (b) of this Article -as applicable- are nolonger met, the issuer must immediately inform the Exchange and take the necessaryremedial actions to ensure that the relevant requirements are met. The issuer shall keepthe Exchange informed on any progress in respect of the remedial actions.Article 9: Condition relating to listing of convertible debt instrumentsThe Exchange's approval of the application for listing of convertible debt instruments isregarded as the Exchange's approval of the listing of the debt and of the relevant convertedshares.Article 10: General conditions for cross listing of foreign issuersa.A foreign issuer whose securities are listed on another regulated exchange may apply forthose securities to be listed on the Exchange. The Exchange may approve such asecurities listing, provided that in consultation and with the agreement of the Authority,the offering and listing requirements applicable in the foreign issuer's jurisdiction oflisting are at least equivalent to those of the Authority and the Exchange. For thepurposes of this paragraph, the Authority and the Exchange may, in their absolutediscretion, determine whether the offering and listing requirements are equivalent tothose of the Authority and the Exchange or acceptable to them.b.A foreign issuer specified in paragraph (a) of this Article who has its securities listed onthe Exchange is subject to these Rules and any other applicable rules and regulations asdetermined by the Authority and the Exchange from time to time.c.The Authority and the Exchange may, in line with these Rules and other Exchange Rulesand the Implementing Regulations, exercise their respective discretions to approve orreject an application for listing of the securities of a foreign issuer on the Exchange.Page 8

Article 11: Conditions relating to listing of units of investment fundsa.Subject to meeting the respective applicable conditions in this Article, a fund managermay apply to list the units of the following types of investment funds on the Exchange:1) Real Estate Investment Traded Funds;2) Exchange Traded Funds; and3) Any other funds approved by the Authority.b.To list the units of a Real Estate Investment Traded Fund, the relevant units must beapproved by the Authority to be offered pursuant to, and be regulated under, the relevantregulations issued by the Authority. The fund must be a closed-ended fund and theremust be a sufficiently liquid market for the units that are the subject of the application forlisting, as follows:1)there must be at least 50 public unitholders at the time of listing;2)the minimum amount to be raised must be at least SR 100 million;3)the nominal value per unit to be listed must be SR 10; and4)at least 30% of the total fund units are owned by public unitholders.5)the requirements set forth in subparagraphs (1) and (4) of this paragraph shallconstitute a continuous obligation on the fund manager.6)If the fund manager at any time, following having its units listed, becomes awarethat the requirements of subparagraphs (1) and (4) of this paragraph are no longermet, the fund manager must inform the Exchange immediately and take thenecessary remedial actions to ensure that the relevant requirements are met. Theissuer shall keep the Exchange informed on any progress in respect of theremedial actions.Page 9

c.To list the units of an Exchange Traded Fund, the relevant units must be approved by theAuthority to be offered pursuant to, and are regulated under, the relevant regulationsissued by the Authority.d.For the purpose of the application of these Rules, a reference to an issuer shall be read asreference to the fund manager in respect of the investment funds that are the subject ofthe application for listing or whose units are already listed.Page 10

PART 3: APPLICATIONS FOR LISTINGArticle 12: Scope and applicationThe purpose of this Part is to set out the requirements relating to the submission of anapplication for listing of securities in the Main Market.Article 13: Application for listingAn issuer who is applying for listing of its securities must submit an application to theExchange which contains the information and documents required under these Rules and paythe fee in accordance with Article 4 of these Rules, as well as any other fees payable as theAuthority may prescribe.Article 14: Issuer's approvalAn issuer may not submit an application for listing of securities without obtaining allcorporate approvals required pursuant to its bylaws, the Companies Law and its ImplementingRegulations. This requirement shall not apply to the approval of the extraordinary generalassembly to increase the issuer's capital, provided that it must be issued prior to listing therelevant securities.Article 15: Appointment of representatives of the issuera.The issuer must appoint two representatives before the Exchange, one of whom must bea director and the other must be a senior executive.b.The issuer must provide details in writing of how its representatives may be contactedincluding office, mobile and fax telephone numbers, and electronic mail address and apostal address.c.Any legal or financial advisor appointed by the issuer pursuant to the Rules on the Offerof Securities and Continuing Obligations will be responsible to act on behalf of the issuerbefore the Exchange in respect of matters relating to these Rules and to their mandate.Page 11

Article 16: Supporting documentsAn issuer who is applying for listing of its securities must submit to the Exchange:a. a formal application for listing signed by a representative of the issuer containing thefollowing information and documents:1)the information and documents set out in Annex 1 of these Rules where theapplication is for listing shares or debt instruments. If the application is submittedpursuant to Article 21 of these Rules, it must be in the form set out in Annex 4 ofthese Rules.2)the information and documents set out in Annex 2 of these Rules where theapplication is for listing units of a Real Estate Investment Traded Fund.3)the information and documents set out in Annex 3 of these Rules where theapplication is for listing units of an Exchange Traded Fund.b.The issuer who submitted an application for listing of shares or debt instruments mustprovide the Exchange with the following information immediately upon obtaining theapproval of the Authority on the application for registration and admission:1)the main activities of the issuer;2)the issuer’s logo;3)the authorised capital of the issuer;4)main contact details of the issuer;5)the end date of financial year of the issuer; and6)basic information of the lead manager, receiving banks, and the issuer’s underwriter.The provisions of this paragraph shall not apply where the issuer already has any listedsecurities on the Exchange.Page 12

Article 17: Record keeping requirementsAn issuer who is applying for listing of its securities must retain copies of all documentsrequired by Article 16 of these Rules for a period of not less than ten years from the date theapplication for listing has been made.Article 18: Listing of securitiesa.The Exchange will approve the application for listing if the following conditions aresatisfied:1) the application for listing is complete; and2) the issuer who is applying for listing meets all the relevant conditions for listingunder these Rules.b.The Exchange will review an application for listing within ten days of receiving allinformation and documentation required under these Rules and must issue a decision inaccordance with paragraph (d) of this Article.c.The Exchange may require the issuer or its representative to provide it with suchadditional information or documents that it considers relevant to the application forlisting if, having reviewed the application for listing as specified in paragraph (b) of thisArticle and before issuing its decision in accordance with paragraph (d) of this Article,the Exchange considers that the proposed application for listing may not meet therequirements in paragraph (a) of this Article.d.The Exchange must issue its decision within the period specified in paragraph (b) of thisArticle by either:1) approving the application for listing of securities on a conditional basis subject to theissuer obtaining the Authority's approval of the relevant application for registrationand offer under the applicable rules and regulations; or2) rejecting the application where the requirements in paragraph (a) of this Article arenot met.Page 13

e.If the Exchange grants a conditional approval for listing under paragraph (d) of thisArticle, then during the period from the Exchange's conditional approval being granteduntil the Authority's approval of the application for registration and offer under theapplicable rules and regulations, the issuer must inform the Exchange of the following:1) any material event or change occurring in relation to the information submitted to theExchange as part of the application for listing (including its supporting documents);and2) any other material facts that may be relevant to the Exchange or could otherwisecause the issuer's securities to become ineligible to be listed in accordance with theseRules.f.The Exchange may withdraw its conditional approval for listing at any time before theAuthority approves the application for registration and offer under the applicable rulesand regulations if, in its opinion, the issuer is no longer eligible to be listed in accordancewith these Rules.g.In issuing its decision in respect of the application for listing, the Exchange shallpromptly notify the issuer and the Authority in writing of its decision (as applicable):1) that the Exchange approved the listing of securities on a conditional basis pursuant tosubparagraph (1) of paragraph (d) of this Article;2) that the Exchange rejected the application for listing pursuant to subparagraph (2) ofparagraph (d) of this Article; or3) that the Exchange withdrew its conditional approval for listing pursuant to paragraph(f) of this Article.h.A conditional approval described in subparagraph (1) of paragraph (d) of this Articlebecomes final and unconditional upon the issuance of the Authority's approval of therelevant application for registration and offer of the relevant securities under theapplicable rules and regulations and the receipt of such approval by the Exchange.Page 14

Article 19: Dormant applicationsa.The Exchange may, in its absolute discretion, cancel an application for listing ofsecurities where such application has, in the opinion of the Exchange, remained dormant.Where the Exchange exercises such discretion it shall promptly notify the issuer and theAuthority in writing of its decision.b.The effect of a cancellation in paragraph (a) of this Article is that the issuer must make anew application in accordance with the application process set out in these Rules if itwishes to have its securities listed.Page 15

PART 4: CHANGES TO THE CAPITAL STRUCTUREArticle 20: Scope and applicationThe purpose of this Part is to set out the conditions of, and requirements for listing shares orcancelling of shares as a result of a change to the capital structure of an issuer who alreadyhas listed securities on the Main Market.Article 21: Application submission for capital increase of issuer of listed securities andsupporting documentsa.Where an issuer wishes to list new shares of a class already listed, either by way of rightsissue, capitalisation issue, debt conversion, acquisition of a company or asset purchase, itmust submit an application for listing to the Exchange in accordance with Part 3 of theseRules (as applicable).b.An issuer must not list shares of the same class as the shares that are listed for a period ofsix months following the date of the most recent listing of the shares.Article 22: Tradable rightsa.Where an issuer wishes to make an application to list new shares of a class already listedby way of a rights issue, it must submit to the Exchange a simultaneous application forlisting of rights to the shares that are the subject of the rights issue and comply with theadditional requirements of this Article.b.In addition to the applicable requirements of paragraph (a) of Article 16 of these Rules,an application for listing of rights to the shares mentioned in paragraph (a) of this Articlemust specify the timeline of the offering process, including material steps and dates fromthe approval of the Authority of the application for registration and offer to the closing ofthe offer period and listing of the new shares.c.The application for listing of rights mentioned in paragraph (a) of this Article shall beassessed and decided together with the application for the relevant rights issue and on thebasis of the supporting documents provided by the issuer as part of that application.Page 16

d.Rights to shares that are the subject of a rights issue will be listed and traded on theExchange during the trading period disclosed by the issuer in respect of the rights issue.At the end of that period, listed rights to shares that are the subject of the rights issueshall be subject to a trading halt which will apply automatically without any furtheraction by the Authority or Exchange.e.Listed rights to shares that are the subject of a rights issue will be automaticallycancelled once the shares to which they relate to are listed without any further action bythe Authority or Exchange.Article 23: Conditions related to issuer’s capital reductionWhere an issuer obtains the approval of the Authority to reduce its share capital, it mustsubmit a notification to the Exchange immediately and prior to obtaining the approval of theextraordinary general assembly of the issuer on the capital reduction. The notification must bemade by way of a letter in the form specified in Annex 5 of these Rules.Page 17

PART 5: CONTINUING OBLIGATIONSArticle 24: Scope and applicationThe purpose of this Part is to set out the continuing obligations of an issuer of listed securitieson the Main Market.Article 25: Obligation to make disclosures in accordance with applicable rulesAll disclosures made by an issuer to the public must be complete, clear, accurate, notmisleading and shall comply with all disclosure requirements prescribed by the CapitalMarket Law, its Implementing Regulations and the Exchange Rules.Article 26: Obligation to disclose corporate actions which may affect the price of thelisted securitiesWhere an issuer wishes to vary its capital or take any other corporate action which could leadto adjusting the price of the issuer's listed securities, it must disclose to the public the detailsof the consequences of such an action on the price of its listed securities.Article 27: Exchange power to request the provision/disclosure of further information ordataa.The Exchange may request an issuer in writing to provide certain information or data.b.The issuer must provide the requested information or data pursuant to paragraph (a) ofthis Article within the period, format, and means specified by the Exchange.c.Paragraphs (a) and (b) of this Article apply only to information and data required by theExchange in connection with the performance of its functions under these Rules.d.The Exchange may require an issuer who has provided or produced information or datapursuant to this Article to disclose to the public such information or documents at theissuer's expense.Page 18

Article 28: Means and form of disclosurea.All notifications to the Exchange and disclosures to the public by an issuer must be inArabic and English and must be made through the system specifically designated by theExchange for such purpose.b.Arabic is the official language used to explain and interpret any and all notifications anddisclosures. In case of any contradiction between the Arabic version and the Englishversion, the Arabic version shall prevail.c.A disclosure to the public must identify clearly the issuer and the parties related to thedisclosure, and the subject matter, the time and date of the disclosure in accordance withthe Implementing Regulations and the Exchange Rules.d.Upon a request in writing, an issuer must be able to provide the Exchange with thefollowing information relating to any disclosure to the public:1) the name of the individual who made the disclosure in question;2) the time and date on which the material information that is the subject of thedisclosure was received or obtained by the issuer; and/or3) the mean in which the material information which is the subject of the disclosure wasreceived or obtained by the issuer.e.The content of a disclosure to the public is a matter which must be determined by theissuer.f.Any disclosure must include a statement to the effect that the issuer accepts fullresponsibility for the accuracy of the information contained in it and confirms, havingmade all reasonable enquiries, that to the best of their knowledge and belief, there are noother facts or information the omission of which would make the disclosure misleading,incomplete or inaccurate.g.Neither the Authority nor the Exchange shall be responsible for the content of suchdisclosure, its accuracy or its completeness, and expressly disclaim any liabilityPage 19

whatsoever for any loss arising from, or incurred in reliance upon, any part of suchdisclosure.Article 29: Timing of disclosureAn issuer is required to make a disclosure to the public as soon as possible following theoccurrence of an event that is required to be disclosed pursuant to these Rules or pursuant toany applicable continuing obligations set out in the Implementing Regulations and theExchange Rules. In all cases, the disclosure has to be made before the start of the tradingperiod that follows the occurrence of the relevant event.Article 30: Review of disclosurea.The Exchange will review any disclosure or report published by the issuer to ensure thefollowing:1) Without prejudice to paragraphs (e),(f),(g) of Article 28 of these Rules, theissuer’s compliance with the Disclosure Forms to be followed when preparingthe disclosure or the report required pursuant to the Capital Market Law, itsImplementing Regulations and the Exchange Rules; and2) The issuer’s compliance with the timing of the disclosure or the report pursuantto these Rules and the relevant regulations.b.The Exchange may, when it becomes aware of the issuer’s incompliance with therequirements set out in paragraph (a) of this Article, take the following two actions orany of them -as applicable-:1) Require the issuer to take any remedial actions; and/or2) Notify the Authority of the suspected breach in order for the Authority to takethe appropriate steps.Page 20

PART 6: SUBSTANTIAL HOLDINGS AND LOCK-UP PERIODSArticle 31: Scope and applicationThis Part aims to regulate the notifications sent to the Exchange’s relating to change ofownership, and the oversight over the shareholders’ compliance with the applicable lock-upperiods.Article 32: Notification related to substantial holdings in securitiesa.A person required to notify their substantial holding in securities to the Authority, theissuer and the Exchange under applicable regulations, must make such notification to theExchange through the designated electronic or any other means determined by theExchange.b.A notification under paragraph (a) of this Article must be made by no later than the endof the third trading day following the execution of the transaction or the occurrence ofthe event in which the obligation to notify arose.c.The notification referred to in paragraph (a) of this Article must contain the informationrequired as specified in the Rules on the Offer of Securities and Continuing Obligations.d.The Exchange may publish any information on substantial holding in securities itbecomes aware of. The Exchange shall not be liable for any publication it makes andwhere the Exchange publishes a notification received under paragraph (a) of this Articlethe relevant person will be fully liable for such notification.Article 33: Lock-up periodsa. The Exchange will oversee the compliance of persons subject to imposed lock-up periodspursuant to the Rules on the Offer of Securities and Continuing Obligations to not disposethe listed shares during those periods.b. The Exchange will automatically lift the restrictions on the shares after the end of thelock-up periods imposed by the Rules on the Offer of Securities and ContinuingObligations.Page 21

c. The issuer must provide the Exchange with the details of its directors and seniorexecutives and any person related thereto in accordance with the form prescribed by theExchange. The Exchange will oversee their adherence to the lock-up periods imposed by

Page 5 1) debt instruments issued by the government of the Kingdom or a supranational authority recognised by the Authority; and 2) shares, in respect of which th