Approved by New edition registered Supervisory Board of With the Central Bank of Armenia “Armenia securities exchange” OJSC Martin Galstyan, Chairman Hayk Yeganyan, CEO
October 30, 2020 Yerevan 27 November 2020 ՀՖԲ - 01/074L
ARMENIA SECURITIES EXCHANGE OPEN JOINT STOCK COMPANY
RULES ON SECURITIES LISTING AND ADMISSION TO TRADING
(NEW EDITION) CHAPTER I. GENERAL PROVISIONS
Article 1. Regulation Scope 1. These Rules shall define the terms and procedures for securities listing and/or admission to trading without listing in the markets organized by the “Armenia securities exchange” open joint stock company, the grounds, terms and procedures for their suspension and termination, as well as requirements to securities listed and submitted for listing with the “Armenia securities exchange” open joint stock company and issuers of such securities (hereinafter referred to as “Issuer”), their rights and obligations. 2. “Armenia securities exchange” open joint stock company (hereinafter referred to as the Operator) is the operator of regulated securities market, addressed in these Rules.
Article 2. Concepts Used in the Rules 3. For the purpose of these Rules the following concept shall mean: 1) Law – The Law of the Republic of Armenia on “On Securities Market”. 2) Securities subject to free circulation – security, pledge or change in ownership of which is not supervised by the Issuer and/or other owner of securities issued, according to the decision of this security issuance or the Issuer’s charter. 3) Public stock – part of stocks of similar class, issued by the Issuer and circulated in the Republic of Armenia, which does not include 5 (five) and more percent of total stocks issued, owned by company owners and/or their affiliates, members of issuer’s management bodies and/or their affiliates, subsidiaries of Issuer and/or affiliates of its management bodies, as well as any state-owned stocks and stocks, being at Issuer’s disposal. Portion of publicly owned stocks is calculated based on information on public stocks as of each month end, while relevance to limits, defined in these Rules, is calculated as average of portions for the previous three months. 4) Corporate bond – bond, issued by legal entity 5) Investment fund share – stock or share of closed investment fund, as defined in the RA Law “On Investment funds” 6) Securities Admitting Panel – body, admitting securities to trading, head of the Operator’s executive body 7) Stock Exchange – tier of stock exchange, where listed securities and their issuers comply with the requirements and criteria set forth by the Law, the CBA legal acts and these Rules. 8) Free market – free market tier, where securities admitted to trading and their Issuers comply with the requirements and criteria set forth by these Rules, but are not listed on the Exchange. 9) Government bonds market – regulated market of Government bonds, organized by the Operator, where Government bonds, admitted to trading in accordance with these Rules, comply with the requirements and criteria set forth by these Rules. 10) List – system of securities classification at the Exchange, which is formed and supervised by the Exchange and envisage similar requirements for securities included therein and their Issuers. 11) Securities admission to trading – provision of opportunity to conclude transactions in a certain class of securities at a market, organized by the Operator. 12) Securities listing – process of allowing securities, complying with the requirements and criteria of the Law, CBA legal acts and the Operator rules, to trading on the Exchange, as a result of which security is included in one of the Operator’s relevant lists.
2 13) Suspension of listing or Suspension of admission to trading – temporary termination of opportunity to conclude transactions in certain class of securities in order and cases, defined by these Rules, on markets, organized by the Operator. 14) Termination of admission to trading – termination of right to conclude transactions same class of securities admitted to trading in order and cases defined by these Rules 15) Securities delisting – termination of right to conclude transactions same class of securities admitted to trading and exemption from the Exchange’s lists in order and cases defined by these Rules. 16) Listing maintenance and Maintenance of admission to trading – process defined by these Rules, complying with the requirements of which is necessary to ensure trading in securities in the relevant market organized by the Operator. 17) Information system – trading system of the Operator, the official web-site or other system used by the Operator for information disclosure. 18) Financial statements – financial statements provided to investors and not contradicting to requirements of the RA legal acts. 19) Own capital – for banks, credit organizations and investment companies – total capital, for other companies – difference between assets and liabilities, calculated according to Accounting principles of the Republic of Armenia or their equivalent. 20) Total calculation value of stocks – product of number of securities of given class and, in case of securities yet not allocated, weighted average price of such securities for 10 (ten) business days preceding decision on admission to trading. In case of securities already listed or admitted to trading, product of number of securities placed and average daily price for all the trading days of the last finalized quarter. If total calculation value of stocks is impossible to calculate by either of mentioned options, product of number of securities and their book value shall be considered as total calculation value of stocks. 21) Central Depository – “Central Depository of Armenia” open joint stock company. 22) International organization – international organization, included in the list, specified in point 3), Article 4 of the Law. 4. Other concepts used in these Rules shall have the meaning as defined by the Law and other Rules of the Operator.
Article 3. Securities Traded on Regulated Markets, Organized by the Operator, and Common Requirements Thereto 5. Only those securities, which and issuers of which comply with the common and special requirements set forth by these Rules and are allowed to trading, may constitute an object for exchange trade on the market, organized by the Operator. 6. The following securities may be traded in exchange trade on the regulated market, organized by the Operator: 1) stocks; 2) bonds; 3) depository receipts; 4) investment funds shares. 7. Only Government bonds issued by the Republic of Armenia and the Central Bank of Armenia can be traded on Government bonds market. 8. Depository receipts, shares of investment funds and corporate bonds of money market instruments may be traded only on Free market. 9. In addition to other requirements and criteria, set by these Rules, securities traded on the markets, organized by the Operator, should comply with the following minimal requirements and criteria. 1) securities should be in non-documentary form freely circulated and presented in full units on markets, organized by the Operator;
3 2) the Central Depository of Armenia (the Depository) or the Central Bank of Armenia (the CBA) should fulfill record-keeping of rights to securities. Record-keeping of rights to securities, traded on markets organized by the Operator, by other entities is possible only in cases when record-keeping of rights to securities is kept centralized with the Depository or the CBA. 3) issuer of securities shall comply with the requirements envisaged by these Rules. 4) securities should have trading prospectus, compiled and published in accordance with the Law, except for the cases as follows: a. if prospectus of initial public offering for the security was published instead of trading prospectus, and the issuer or underwriter apply for the security’s admission to trading on regulated market immediately after completing securities placement, but no later than within 5 (five) business days, or b. if grounds and/or conditions for exemptions from the requirements to publish trading prospectus, as defined by the Law, are applicable to given securities. 5) all the allocated securities of the same class, subject to circulation in the Republic of Armenia, except for the cases as follows: a. in case only part of given class of securities issued is submitted for trading in the regulated market due to contracts, limiting securities circulation for a certain period, or for the purpose of surveillance over the issuer, b. in case part of given class of securities issued is traded in foreign regulated markets, included in the list of those, having preferences on publication of prospectus, as defined by the CBA and circulation of that part of securities issue is limited in the Republic of Armenia, c. in case of additional allocation of securities, already traded in markets organized by the Operator, and the issuer records results of additional allocation in earliest possible and reasonable period of time and completes actions necessary for the Operator to ensure organization of trading in allocated securities on the relevant market of the Exchange. 10. The body admitting securities to trading shall apply the exemptions, mentioned in sub-point 5), point 9. of these Rules in cases, when the issuer has disclosed sufficient information on mentioned cases at least on its official web-site and trading of part of securities issue on the markets, organized by the Operator, does not risk violation of investors rights. The Operator’s Supervisory Board can set certain requirement to content and disclosure form of the information, while the Operator can publish this information. 11. Total nominal value of bonds, submitted for admission to trading and/or already admitted to trading on Free market, should be at least AMD 100,000,000.00 (one hundred million Armenian Drams) for bonds, nominated in AMD, USD 250,000.00 (two hundred thousand US dollars) for bonds nominated in US dollars, EUR 200,000.00 (two hundred thousand Euros) for bonds nominated in Euro, and the amount equivalent to AMD 100,000,000 (one hundred million Armenian Drams) for bonds, nominated in other currencies, calculated based on the official exchange rate, defined by the CBA on the day of submitting application for admission to trading. 12. The Depository receipts should comply with at least the following requirements: 1) issued by the bank or Central depository, operating on the territory of the Republic of Armenia; 2) issued based on share securities or bonds; 3) one depository receipt should be based on one complete unit of security. 13. Period, calculated from the first day of bonds placement to the day of actual registration of their redemption with the entity registering rights on these securities, shall not exceed maturity period, defined in decision on placement of these securities, and this decision shall not include such procedures or formulations of calculating those periods, which can lead to misunderstanding or not clear calculation of terms of executing liabilities, set by these bonds.
4 14. Order and conditions of securities issue (placement), as well as execution of rights, envisaged by the latter, shall not conflict with the RA Legislation in force.
Article 4. Securities Classification on Markets, Organized by the Operator 15. According to the conditions, set forth by these Rules, securities listed with the Exchange shall be distributed between the following lists: 1) Primary list of shares (A), 2) Secondary list of shares (B), 3) Primary list of bonds (Abond), 4) Secondary list of bonds (Bbond). 16. Stocks, depository receipts and shares of investments funds, admitted to trading on Free market shall be included in stocks free list (C), while bonds, admitted to trading - in bonds free list (Cbond). 17. Government bonds, admitted to trading, shall be included in government bonds market list (Gbond). 18. Those corporate bonds, which are instruments of market, shall be included in corporate bonds free market (Cbonds) after admission to trading. 19. Securities of the same class cannot be included in both Free market and the Exchange, neither in different lists of the Exchange simultaneously. 20. Except for listed securities, other securities, admitted to trading on other markets, organized by the Operator, shall not be considered listed and shall not be referred to as “listed” or in other wordings with similar sense, either in registration or disclosure of information, in order not to mislead users of such information.
Article 5. Transferring Securities from one Exchange list to Another List or Free market, or from Free Market to the Exchange 21. On the Issuer’s or the Operator’s initiative security can be transferred from one Exchange market to another one, Free market, or from Free market to the Exchange in order defined in this Article, in case such transfer is not limited by these Rules and issuer complies with the relevant requirements. 22. Transfer of securities from one Exchange list to another on the Issuer’s initiative is performed based on the issuer’s application. In such case Issuer shall be obliged to pay the relevant fees, defined in the Operator’s “Rules on Tariffs”. 23. Securities transfer from the Free market to the Exchange or vice versa shall be executed only as a result of securities listing or delisting procedures as defined by these Rules. 24. Suring securities transfer admission to trading, previously granted to this security, shall be terminated. 25. If during listing maintenance the listed security (its issuer) do not comply with any of the Exchange’s requirements to the relevant list, defined by these Rules, but according to the Securities Admitting Panel’s opinion, temporary preservation of this security’s listing is necessary to ensure investors protection or the security (its issuer) will comply with the listing requirements within certain reasonable period of time, the Securities Admitting Panel shall make a decision on assigning “Subject to consideration” status to the security (its issuer) for a certain period of time, within 5 (five) business days after receipt of the relevant conclusion of the Exchange’s authorized department. Within period of time set for “Subject to consideration” status, the Securities Admitting Panel, taking into account new facts shall make a decision on either terminating “subject to review” status, listing on secondary market (if these securities was listed in main market), delisting and admitting to trading on Free market or delisting the security. 26. In case the security (its issuer) listed on any of the Exchange’s lists does not comply with the Exchange’s relevant requirements to listing and the Securities Admitting Panel finds no
5 sufficient and reasonable grounds for temporary listing maintenance, the Securities Admitting Panel shall make a decision on either terminating “subject to consideration” status, listing on secondary market (if these securities was listed in main market), delisting and admitting to trading on Free market or delisting the security, within 5 (five) business days after receipt of the relevant conclusion of the Exchange’s authorized department. 27. Decisions, made by the Securities Admitting Panel in cases defined in points 25 and 26 of these Rules, shall be disclosed via Informational system within 1 (one) business day and sent to the Issuer within 3 (three) business days. 28. The issuer shall have the right to appeal against decision of the Securities Admitting Panel at the Operator’s Supervisory Board within one-month period.
Article 6. Assigning Abbreviations to Securities on Markets, Organized by the Operator 29. In order to regulate operations in securities on markets, organized by the Operator, the Securities Admitting Panel shall assign abbreviation to the security by decision on admitting to trading (listing) on any of the markets, organized by the Exchange. 30. In order to define security’s abbreviation, the Securities Admitting Panel may use information in the Operator’s trading system, the security’s business identification symbols, security’s identification code, assigned by the respective authorities, or other code ensuring definite identification of the security. 31. The security’s abbreviation, assigned for the first time by the Operator, shall not be changed, except for cases when amending abbreviation is necessary for efficient operation of the Operator’s trading system or ensuring protection of investors’ rights.
CHAPTER II. THE EXCHANGE
Article 7. Securities Listing Procedure 32. The purpose of securities listing process is determining the eligibility of securities and their issuers for listing with the Exchange and compliance with the requirements and criteria, defined by the Exchange rules, the CBA legal acts. 33. The listing process shall commence immediately after acceptance of the listing application (hereinafter referred as the Application) and appendices thereto, submitted by the Issuer (its authorized person) or Exchange Member based on cases of Article 22, to the Operator. 34. Prior to the listing process the issuer shall pay the listing fee defined by the Operator’s “Rules on Tariffs”. In case of absence of the above payment the issuer’s application shall be deemed unaccepted. If Issuer makes all the necessary payments after submitting application, application shall be considered submitted not earlier than the fifth business day after receipt of all the payment documentation, submitted by the Issuer to the Operator. 35. The Exchange shall have the right to place information about start of the listing process on its Information System. 36. The securities listing process shall be deemed completed: 1) As of effective date of the decision on listing of the securities with the Exchange (hereinafter listing decision), or 2) As of effective date of the decision on rejection of the securities listing with the Exchange, or 3) As of effective date of issuer’s (its authorized person’s) retract of the listing application prior to making decision on rejection of the securities listing. 37. To ensure proper implementation of the listing process a working group, consisting of at least three members shall be formed by the decision of Securities Admitting Panel. Members of the
6 working group shall be appointed and dismissed upon Securities Admitting Panel’s decision. Working group’s operation shall be regulated by the Operator internal acts. 38. The Operator’s Supervisory Board members, Securities Admitting Panel and members of working group, formed according to point 37 of this Article, shall ensure confidentiality of commercial and any other information, deemed confidential and/or insider, which they became aware of upon performance of their duties in the course of the listing process. 39. For the purpose of these Rules insider information shall mean any non-public information (including opinions voiced during discussions), used by the persons, specified in point 38 of these Rules, for decision making purposes regarding securities admission to trading.
Article 8. Requirements to Issuers already listed or applying for Listing on the Exchange 40. Operations of the issuer, applying for listing, or having securities listed on the Exchange should not contradict to the Legislation of the Republic of Armenia. 41. Economic and legal situation of the issuer applying for listing on the Exchange should not risk interests of investors. Particularly, the Operator shall be entitled to reject securities listing application on the Exchange, terminate securities listing or delist them, if the issuer runs bankrupt or is in liquidation process, has no sufficient operational funds to fulfill its liabilities or completing projects, or there are other circumstances, threatening rights, envisaged by its securities. 42. In order to list securities on the Exchange the issuer should have official web site and disclose information about itself and its securities at least in Armenian language and at least in amount specified by the CBA regulations and the Operator rules. Requirement of information disclosure in Armenian, specified in this point, should be considered fulfilled in case the required information is disclosed in Armenian on the web site of issuer’s representative or investment service provider company, acting on behalf of the issuer, operating on the territory of the Republic of Armenia with the relevant notice on the Issuer’s and the Operator’s web-sites. 43. The management personnel of the issuer applying to the Exchange should not be subjected to material changes for a period of 12 (twelve) months preceding the application. Changes in the issuer’s management personnel shall be considered material if more than half of the executive body or board members have been replaced during the preceding 12 (twelve) months. The Securities Admitting Panel may waiver this requirement only given the relevant consent (permission) of the Supervisory Board. 44. Issuer of securities, listed or applying for listing on the Exchange, should have Board of directors or Supervisory board, consisting of at least three members. 45. Issuer’s charter shall not have such provisions, which can prohibit realization of rights, envisaged by securities, circulated (to be circulated) on the markets organized by the Operator. The issuer’s charter, including all amendments and addenda, should be available at least on the issuer’s web-site. 46. Securities Admitting Panel shall be entitled to provide maximum of three-month period for the issuer to bring its charter and internal rules in compliance with the requirements set forth by the Operator’s rules, in case mentioned documents do not comply. 47. Issuer of securities, listed or applied to listing on the Exchange, should accept and apply at least principles, set forth in the Corporate Governance Code of the Republic of Armenia, adopted by the RA Government, unless it had already applied equivalent or stricter principles of corporate governance. 48. Issuer of securities listed or applying for listing on the Exchange should approve and disclose on its web-site information about activities of its managerial bodies, procedure of preserving and disclosing insider information, as well as internal rules and regulations, regulating managers, other employees and significant participants trading in the issuer’s securities. The Operator’s Supervisory Board may define detailed requirements to the issuers’ rules.
7 49. In order to ensure transparency, the Securities Admitting Panel shall be entitled to require issuers to disclose their reports and other information, except for trading and other confidential or insider information, via their web-site, press or other media sources in form, defined by the Operator.
Article 9. Requirements and Criteria for Inclusion of Stocks in the Main List (A) of Securities 50. Equity securities (Issuer’s) that meet the below requirements shall be included in the primary list (A) of securities: 1) Total calculation value of securities is no less than one billion Armenian drams. 2) The Issuer’s period of operation shall be no less than 3 years. 3) Issuer’s financial statements for the past 3 years shall be approved by an independent auditor and shall contain a positive net profit. 4) The minimum number of registered shareholders of the given class of Issuer’s securities shall be 100 (hundred). If as a result of trading at the Exchange, number of registered shareholders falls below 100, the Issuer shall be obliged to take actions, necessary and sufficient for to complete the number of registered shareholders, as specified by this point. 5) The portion of securities in free circulation (belonging to public) shall be no less than 15% of the total number of voting shares. 51. In order to have its securities included in main list, the Issuer should ensure that the security has at least one Market marker on the Exchange.
Article 10. Requirements and Criteria for Inclusion of Stocks in the Secondary List (B) of Securities 52. Equity securities (Issuers) that meet the below requirements shall be included in the secondary list (B) of securities: 1) Total calculation value of stocks is no less than five hundred million Armenian drams. 2) The Issuer’s period of operation shall be no less than 3 years. 3) The portion of securities in free circulation (belonging to public) shall be no less than 10% of the total number of voting shares.
Article 11. Requirement and Criteria for Including Bonds in the Primary list of Bonds (Abond) 53. Corporate bonds (Issuers) which meet the requirement below shall be included in the primary list of bonds (Abond): 1) Issuer’s minimum period of operation shall be 3 years, during 2 of which the issuer shall have been performing its main operations. 2) The number of securities issued by the Issuer shall be no less than 500.000.000 (five hundred million) Armenian Drams for bonds, nominated in AMD; 1,250,000.0 (one million two hundred and fifty thousand) US dollars for bonds, nominated in USD; 1,000,000.0 (one million) Euro for bonds, nominated in Euro or the amount equivalent to 500.000.000 (five hundred million) Armenian Drams for bonds, nominated in other currencies. The CBA official exchange rate as of the date of listing application shall be used for calculation of the latter. 54. In order to have its securities included in bonds main list, the Issuer should ensure that the bond has at least one Market maker on the Exchange.
8 Article 12. Requirement and Criteria for Including Bonds in the Secondary list of Bonds (Bbond) 55. Corporate bonds (Issuers) which meet the requirement below shall be included in the secondary list of bonds (Bbond): 1) Issuer’s minimum period of operation shall be 2 years. 2) The number of securities issued by the Issuer shall be no less than 250,000,000 (two hundred and fifty million) Armenian Drams for bonds, nominated in AMD; 650,000.0 (six hundred and fifty thousand) US dollars for bonds, nominated in USD; 500,000.0 (five hundred thousand) Euro for bonds, nominated in Euro or the amount equivalent to 250,000,000 (two hundred and fifty thousand) Armenian Drams for bonds, nominated in other currencies. The CBA official exchange rate as of the date of listing application shall be used for calculation of the latter.
Article 13. Documents Required for Securities Listing 56. Securities listing process shall commence based on the listing application, its appendices and required documentations, by the Issuer (its authorized person). 57. In case of applying for listing of additional or other class and/or type of securities the Issuer shall submit all the documents adjacent to the Application, except for those, duly submitted previously. 58. The Issuer shall submit the Application and documents enclosed thereto (appendices to the Application and its adjacent documents) to the Operator as following: 1) One copy in hard copy, and 2) Electronically via sending them by e-mail addressed to electronic address defined by Securities Admitting Panel requesting a delivery receipt for the message on or submit to the Operator desk on an electronic carrier 59. If the Issuer submits the Application and enclosed documents only in hard or electronic copy or in case of receiving obviously incomplete documentation, the Operator shall notify the Issuer accordingly and considered the Application submitted on the business day, following the day of receiving complete Application by the Operator. 60. The Application and documents submitted therewith, as well as appendices thereto, should be composed and approved according to the requirements, specified by the Law and these Rules. 61. The following documents shall be submitted enclosed to the Application: 1) The document verifying decision of the Issuer’s Board or other entity, entitled by the Board decision, Charter, the Law or other legal acts, by the relevant authorities for concluding agreements with the Operator on applying for the Issuer’s securities listing and on securities listing. 2) Prospectus (if mandatory), complying with the requirements of the Law and other legal acts, or other documents available for investors, unless they have already been submitted to the Operator. 3) Copies of the CBA decision or agreement on registering the Prospectus, if such are envisaged by the Law. 4) Issuer’s charter, amendments and addenda thereto, unless they have already been submitted to the Operator. 5) Copy of the Issuer’s authorized body’s decision on securities issuance (placement), unless it is already included in the prospectus or other documents, accessible to investors, or already submitted to the Operator. 6) The issuer’s intermediate financial statements for intermediate periods, preceding the date of submitting Listing application, unless they have been included in the Charter, other documents available to the investors or have already been submitted to the Operator. 7) The Issuer’s annual financial statements and independent audit’s conclusions for the years, preceding the year of submitting listing Application, unless they are included in
9 Charter, other documents available to the investors or have already been submitted to the Operator, and in case the Issuer may or is obliged to ensure their availability on the date of submitting listing Application. 8) Information about the Issuer’s managerial (supervisory) board, members of executive or supervisory body, grounds for their appointment and positions, previously held or shared by these and other persons, unless it has been included in the Charter, other documents available to the investors or have already been submitted to the Operator. 9) Information on entities, executing centralized and separated keeping of the Issuer’s securities right, unless it has been included in the Charter, other documents available to the investors or have already been submitted to the Operator. 10) Document, verifying security’s identification number or other equivalent code, ensuring definite identification of the security, and assigned by the authorized body, unless it has already been submitted to the Operator. 11) Information about Market maker and main provisions of the contract, concluded with the latter, particularly, including requirements on security’s sell and purchase (in case if Market maker exists). 12) Complete description of all the contracts in force and other agreements, concluded between securities underwriter and the Issuer, in case securities were allocated by the third party. 13) In case of applying for bonds listing, schedule of interest and maturity payments, as well as formula, acceptable by the Operator, for calculating bonds yield on the secondary market. 14) In case of applying for stocks listing, the list of securities shareholders as of end of the month, preceding the month of submitting listing application, including at least information, defined by the Central Depository and notice on free float with argumentation of its value. 15) Information on entities, directly or indirectly controlling the issuer (if any), including name (full name) and other information necessary for identification, as well as nature of control (groundings of control), unless already included in prospectus, other documents, accessible to investors or submitted to the Operator. 16) Information on material conditions of contracts, concluded out of natural scope of the Issuer’s activities and being in force within 1 (one) year prior to compilation of Prospectus or other document accessible to investors, price of which exceeds 5 per cent of the Issuer’s own capital according to the most recent financial statement for reporting period, unless this information is included in the prospectus, other document accessible to public or submitted to the Operator. 17) Other documents at the Issuer’s discretion. 62. In case the Issuer has no other securities listed as of the date of listing application, along with documents, specified in point 61, the Issuer should also submit the following documents: 1) Economic performance and description of the budgeted economic outcomes for the current and coming fiscal year, 2) Issuer’s written consent authorizing the Operator to receive information directly from the relevant supervisory authority and the entities, separated or centralized registry keeper of security’s rights, both in the course of the listing process and during the entire period of securities circulation on the markets, organized by the Operator. 3) A written statement from the issuer to certify that all transactions rising from the issuer’s economic activities by and between the issuer’s parent company or other companies controlled thereby (if any) are entered in the view of common principles. 4) A written statement from the issuer’s parent company on its commitment for observance of the Operator Rules. In such cases when the parent company itself is owned by a group, a statement of commitment from main company for observance of the Operator Rules shall also be presented.
10 5) Electronic versions of public offering prospectuses and appendices thereto, if available, or other documents available for investors issued during the last 3 (three) years, unless they have already been submitted to the Operator. 63. If in cases defined by the Law and the CBA legal acts, instead of prospectus or document, complying with the requirements set forth by the Law and the CBA legal acts, the Issuer submits other document to its stakeholders, it should include at least the following: 1) cover page, including document name (e.g. “Statement for issuers”, “Notice for investors”, etc.), name of the Issuer, type (class) of issued securities, nominal value and currency, date of securities’ issue and/or placement, securities’ maturity date or circulation period, other information at the Issuer’s discretion; 2) information about the Issuer (name, organizational type, location, contact details, web-site, contact person for questions, related to issuer or securities, and phone number of the latter, Issuer’s brief history, description of activities, in case of foreign issuer, also location and contacts of representative office (separate division), if any, operating in the Republic of Armenia); 3) information on entities/persons, authorized to act on behalf of the Issuer (in case of foreign issuer also in the Republic of Armenia) on issues, related to securities, and their relevant authorization, if any; 4) at least the most recent annual financial statement, published by the Issuer, approved by independent auditor’s conclusion, and interim financial statements (quarterly or semiannual, at Issuer’s discretion) and/or links to the web-site and/or its section, where stakeholders can access the Issuer’s annual and interim financial statements and/or get copies of the latter; 5) information on independent auditing company, which audited the Issuers financial statements mentioned in sub-point 4) of this point, and links to the web-site or its section, where stakeholders can access independent auditor’s conclusion and/or get copies of the latter; 6) links to the web-site and/or its section, where stakeholder can access the Issuer’s charter, information on securities and their further updates, and/or get their relevant copies; 7) order and conditions of informing investors on further amendments to the information, provided to them; 8) brief information on placement of the Issuer’s other securities of the same type within the previous 3 (three) years; 9) risk factors, necessary to estimate the market risk of securities; 10) issuer’s strategy, purpose of issuing securities and areas of acquired funds’ application; 11) information on the body, which made decision on securities issuance (placement) and its authorities to make such decision; 12) information of securities and securities’ placement (security type (class), nominal value and currency, number of securities of this class (type) issued, order, conditions and periods of securities placement, in case of bonds also interest rate, formula, conditions and periods of interest rate calculation and payments); 13) information on order, conditions and period of securities circulation and maturity on the secondary market, as well as on entities, executing interest rate and maturity payments; 14) description of rights arising from securities holding (including limitation of rights) and process of executing such rights; 15) information on order of accounting the securities rights and the body performing the latter; 16) full and detailed information on order of taxation of income from securities (in case of bonds issued by international organizations, information on tax status of the issuer or its payment agent); 17) information on underwriters and market makers (if any), including the relevant scope of their activities related to securities placement or ensuring liquidity on secondary market, if such information is not included in other sections of submitted document; 18) other information at the Issuer’s discretion.
11 64. The Securities Admitting Panel may from investor protection prospective require additional documents or information from the issuer, including information on shareholders holding 5% and more percent of the issuer’s equity capital, as well as their authorized representatives and affiliated persons. The Operator shall be entitled to publish this additional information or documents on its Information system. Not submitting additional documents upon request of the Securities Admitting Panel shall serve as a ground for rejection of making decision on securities listing. Where the issuer believes that disclosure of the additional information required by the Securities Admitting Panel may cause material harm to its interests, together with the required information it may submit to the Securities Admitting Panel a written request on confidentiality of the respective information, including reasons and grounds for such. 65. In case the Operator receives any addenda to the Application prior to making listing decision, it shall be considered inseparable part of the Application and the Application shall be considered submitted on the day of receipt of the addendum. Additional documents and information requested by the Securities Admitting Panel shall not be considered addenda, unless they are defined in the Application or in the list of documents and information, submitted enclosed thereto. 66. In some cases, including submission of additional listing Application by the Issuer or other cases defined by the Law, and provided that the relevant agreement (permission) of the Supervisory Board was granted, the Securities Admitting Panel shall be entitled to make listing decision, if certain documents, specified by this Article are absent, with or without condition of providing other documents available for stakeholders and investors within period of time, defined by the decision.
Article 14. Requirements to the Application and the Documents Submitted Therewith 67. The Application shall contain information set forth by these Rules and shall be developed in accordance with the AC-1.1 form. 68. The following requirements are defined for the Application and all the documents submitted therewith. 1) The Application and all the documents submitted therewith shall be easy to read, in literate Armenian (documents in other language should be submitted in original or in copy along with notarized Armenian translation) and in printed letters. 2) The Application, submitted in hard copy, shall be signed at least by head of managerial body and person in charge of compiling and ratification of financial statements (Chief Accountant). 3) The Application and all the documents submitted therewith shall be stapled and verified by the Issuer’s, or in cases stipulated by the law, by other person’s seal (in case of seal availability). 4) All the pages of the Application and documents submitted therewith shall be numbered. 5) In the event it is impossible to submit the original of one of the documents, the copy of that document shall be included, with the note “Equivalent to the original” on it, signed and sealed (in case of seal availability) by the authorized person of the Issuer. 69. As an addition, the submitted Application, together with other documents submitted therewith shall: 1) Correspond to the requirement of point 68 of this Article (in case of international organizations: point 124, Article 22 of these Rules). 2) Contain all the information and documents subject to inclusion in the Application (with the exception of the attached documents previously submitted in a proper manner).
12 Article 15. Authorities of the Securities Admitting Panel of the Stock Exchange 70. The Securities Admitting Panel of the Stock Exchange shall be authorized to: 1) Render the decision on accepting securities into the Exchange listings (listing decision), 2) Render the decision on suspension or termination of the securities listing (delisting), in cases defined by this and other Rules of the Operator. 3) Render the decision on transferring the securities from one listing of the Exchange to another listing or Free market, 4) Render the decision on rejection of securities listing, 5) Render decisions on exceptions related to securities listing in order defined by these Rules. 6) Render decisions on exceptions from the requirements of these Rules for issuers and securities, in case there are sufficient grounds that the requirements will be complied with within reasonable period of time, given the relevant consent (permission) of the Supervisory Board, 7) Render decision on other issues within the scope of his authorities in accordance with the procedures of the Law, other legal acts and these Rules. 71. In order to ensure liquidity of the security on the market, the Securities Admitting Panel shall be entitled to require the Issuer to ensure Market maker for the security listed or submitted for listing, unless such requirement has already been completed.
Article 16. Decision on Securities Listing 72. The decision on listing or rejection of securities listing (hereinafter referred to as “Listing decision”) with the Exchange shall be rendered by the Securities Listing Body within a period of three months after starting date of the listing process. In cases when during the listing process the Securities Listing Body asks the issuer to submit additional information or documents, the Listing decision shall be rendered by the Securities Listing Body within three months after receipt of the complete information from issuer but no later than six months after start of the securities listing process, unless otherwise stipulated by the Law. 73. The Issuer’s securities shall be admitted to trading starting from the date of Listing decision coming into force. 74. Unless otherwise stipulated by the Listing decision, submission of orders and transactions settlement on securities markets organized by the Operator, shall be in Armenian drams. In some cases, if not prohibited by the RA Legislation in force, securities admitted to trading may by quoted in currency, acceptable for the Operator. In such cases Listing decision shall include also information about currency, used in quotations and settlement, meanwhile securities of the same class, as a rule, shall be quoted and settled in the same currency. 75. The listing decision shall come into force on the third business day after the Listing decision was made, unless longer period is specified by the Securities Admitting Panel in cases defined in point 77. of this Article with the purpose of compliance to investor protection principles. Prospectus of securities (if available), applied for listing, or other documents for investors, as defined by the Law and/or these Rules, should be disclosed in order defined by the Law and point 42, Article 8 of these Rules (in case of international companies, according to the order defined in point 124, Article 22 of this Rule), at least one business day prior to the effective date of the Listing decision. 76. The issuer shall, within a period after the Listing decision is made and prior to its effective date, conclude agreement with Operator on admission of its securities to trading and pay a non- refundable fee for securities listing maintenance as defined by the Exchange Rules on Tariff. Securities listing contract shall be concluded according to form AC-1.2, being part of these Rules, which along with other points defines the Issuer’s liabilities to comply with provisions of the Operator’s rules.
13 77. If the Issuer delays conclusion of the agreements, specified in point 76. of these Rules, payment of fees, disclosure of securities prospectus or other documents for investors, as defined by the Law, for no more than 30 days, the Listing decision shall come into force on the business day, following the last day of finalizing all the above-mentioned procedures. If the Issuer fails to conclude the listing agreement, pay the relevant fees, disclose Prospectus or other documents, specified for investors by the Law within the period, defined in this point, the Securities Admitting Panel shall cancel the Listing decision and make a decision on rejecting securities listing. In case defined in 2nd paragraph of this point, the Operator shall pay back all the payments made by the Issuer for listing maintenance, if any. 78. The Securities Listing Body shall make the listing decision based on the listing requirements set forth by the Exchange and information contained in the documents submitted by the issuer, including the securities prospectus, as well as provisions of the Law and other legal acts. 79. The Securities Listing Body shall have the right to reject listing of securities upon violation of its listing requirements and provided that the documents submitted by the issuer contained ambiguous, false, deceptive or incomplete information. Additionally, the Securities Listing Body shall have the right to reject listing of securities in cases when both the issuer and securities issued thereby comply with the requirements of these Rules, however based on evaluation of the issuer’s financial performance, market position, customer structure, growth potentials, governance, industry, reputation and future prospective, as well as the economic situation and other key indicators, the Securities Listing Body has reasonable grounds to believe that rejection of listing will be justified for investor protection purposes. The Securities Listing Body shall have the right to render the decision on rejection of securities listing, as described by sentence two of this clause, only given the consent (permission) of the Supervisory Board. The decision on rejection of the listing application shall state the grounds for rejection. 80. For the purpose of these Rules, the decision on additional listing shall mean the listing decision taken in cases when the applying issuer already has securities listed with the Exchange. In case the Securities Listing Body made a decision on rejecting the Issuer’s application for additional listing, the Issuer may follow provisions set forth in clause 99., Article 20 of these Rules. 81. Decisions of the Securities Listing Body on securities listing or rejection of listing shall be made in two original copies, one of which shall be filed with the Exchange and the other one provided to the Issuer within three business days. The Central Depository shall be notified of the decision within the same period of time. Decision of the Securities Listing Body shall contain description of the subject, effective date of the decision and decision of the Operator’s Supervisory Board on the relevant admission, if available. 82. Decision on securities listing or rejection of listing shall be disclosed in the Operator’s Information system on the day, following the day the decision is made.
Article 17. General Conditions of Securities Listing Maintenance 83. For purposes of maintaining the securities listing in any of the Exchange lists the issuer shall: 1) Submit to the Exchange, in accordance with the forms, procedure and timing defined by the CBA legal acts on reporting and information disclosure by the issuers, annual reports approved by an independent auditor, interim reports and changes in previously disclosed material information, except for information, deemed confidential by the Central Bank of Armenia. 2) The issuer shall, upon the Operator’s request and within reasonable time and order, defined by the Operator, provide additional information and documents, which are
14 necessary for investors’ rights protection or clarification and completion of disclosed information. 3) Ensure compliance with necessary requirements to ownership right of the given class of securities, defined by the Law and the Operator rules. 4) Pay the mandatory fees for maintenance of listing in a timely manner, 5) Ensure observance of other requirements pertaining to public trade of securities on the regulated market in accordance with the Law and Exchange Rules 6) Provide the above reports and changes in material facts and information previously disclosed upon such request of any person without limitations by charging only the printing costs. 84. Financial reports of the issuer, listed or applying for listing on the Exchange, shall be subject to mandatory audit at least annually by independent and reliable audit organizations with sufficient background in audit of issuer firms and professional qualifications. The Supervisory Board of the Operator may, at its description, define such criteria for persons conducting financial audit of reporting issuers upon performance of which it shall be desirable that annual financial statements of the issuer applying for listing be audited by such auditors, unless otherwise stipulated by the Law. 85. The Issuer shall submit reports and changes to material information, defined in clause 1), point 83. of this Article to the Operator, electronically via E-mail addressed to the relevant e-address provided by the Securities Admitting Panel requesting a delivery receipt for the message, or by handing electronic carrier with enclosed note to the Operator. 86. Upon receipt of documents and information, defined in clauses 1) and 2), point 83 of this Article, the Operator shall have the right to publish them in its Information system. 87. Where the issuer believes that disclosure of the additional documents and information required by the Operator may cause material harm to its interests, together with the required information it may submit to the Operator a written request on confidentiality of the respective information, including reasons and grounds for such. The Operator shall have the right not to satisfy this application in case publication of additional documents and information is necessary from investor protection perspective. 88. In case the Issuer makes additional listing (placement) of securities of the same class, subject to circulation in the Republic of Armenia, the Issuer shall also apply to the Operator for additional listing of these securities in order defined by these Rules. The Issuer shall submit listing Application for newly issued securities within 3 (three) months after approval of securities allocation results. Upon submission of additional listing application newly issued stocks shall be transferred to the accounts of their respective buyers. 89. Mandatory fee for securities listing maintenance, paid to the Operator, is not refundable and shall not be refunded in case security is delisted for some reason.
Article 18. Additional Conditions of Stocks Listing Maintenance 90. Issuers of securities, listed on the Exchange main lists (A) and (B) shall also be obliged to: 1) publish annual report on corporate governance principles and level of the Issuer’s compliance with the latter, at least on its website prior to or along with publication of invitation to annual meeting of shareholders. 2) submit shareholders registry as of the last business day of the previous year to the Operator within 10 (ten) business days after end of each year. 3) within 5 (five) business days after the end of each month submit notification on changes in share of public ownership as of each month-end or assurance of no such changes. 91. If any person owning more that 50% (fifty) per cent of shares with voting rights in free circulation, purchased additional issue of the same class of securities at significantly more favorable price, than securities market price, the Securities Admitting Panel shall have the right to reject listing of additional issue of shares of the same class already listed. In case of
15 rejection the Securities Admitting Panel may apply the authorities, specified in point 99., Article 20 of these Rules. 92. Price of newly issued securities, specified in point 91 of this Article, shall be considered significantly more favorable than market price in case sell price of newly issued securities is at least 10% (ten percent) less than weighted average price of stocks of the same class, previously issued, for the previous 10 (ten) days preceding the day of decision on new stocks issue and close price, registered at the Exchange.
Article 19. Granting the Issuer with the Status of “Subject to Consideration” 93. After the Exchange grants the status of “subject to consideration” to the Issuer, a special sign is added next to the Issuer’s name and securities in the information system of the Exchange, thus informing the trade participants on granting the status of “subject to consideration” to the Issuer. 94. The status of “subject to consideration” is granted to the Issuer in the following cases: 1) Change in the type of operations, which can affect the Issuer or securities issued by the issuer. 2) Reorganization of the Issuer. 3) Initiation of a disciplinary suit against the issuer. 4) Voluntary liquidation, initiated litigation on bankruptcy. 5) If the economic or legal standing of the Issuer endangers investors interests. 6) On the bases of Issuer’s application to delist securities. 7) Delisting process initiated by the Exchange. 8) Granting the status of “subject to consideration” is necessary for protection of investor interests. 9) Granting the status of “subject to consideration” is required by the CBA. 95. The decision of the Securities Admitting Panel on granting the status of “subject to consideration” or on withdrawing the status by the Exchange to the Issuer shall be immediately posted on the Exchange Information System, and passed to the Issuer by electronic mail or ordered post within one business day. 96. Granting the status of “Subject to consideration” to the Issuer shall not serve as bases for non- fulfillment of obligations set forth by these Rules. 97. The Issuer shall be obliged to inform the Exchange of any changes in the circumstances that served as bases for granting the status of “subject to consideration” by the Exchange.
Article 20. Termination of Securities Listing 98. If during the maintenance of listing Issuer of any type of securities listed in any list or free market of the Exchange does not meet the requirements of listing and/or admitting to trade defined by these Rules or there are other risks of violating investors interests, the Securities Admitting Panel shall have the right to make a decision on termination of securities trade. Decision on termination of listing shall define period of termination and/or the requirements the Issuer should meet in order to stop termination of securities listing. Overall period of securities listing termination shall not exceed three months within one financial year. In case the Issuer does not or is not able to ensure compliance with the requirements necessary for elimination of listing termination, the security shall be transferred to other list, Free market (if possible) or delisted. 99. In the Issuer failed to submit any report, as stipulated by these Rules, or if during the verification of submitted reports or disclosed changes of adequate information untrustworthy information was revealed or the Issuer violated any other requirements, defined by the Law or the Operator’s rules, listing of securities can be terminated in order, defined by legal acts of the Operator, regulating supervisory activity.
16 100. The Issuer shall have the right to submit to the Operator a request for temporary suspension of trade of its securities. The request shall contain detailed justifications for necessity of termination of securities trade, as well as the expected terms and durations for termination. Duration of temporary termination of securities listing on the Issuer’s request cannot exceed 1 (one) month within one financial year. Issuer’s request on terminating securities trade is accepted or denied by the Securities Admitting Panel. In the Securities Admitting Panel’s positive decision on termination of securities listing the terms, as well as grounds for suspension of trade shall be stated. 101. The decision on terminating securities trade is made in two original copies, one of which stays with the Operator, the other copy shall be passed to the Issuer within three business days. 102. Termination of listing shall be eliminated by the decision of the Securities Admitting Panel, which shall be made and disclosed within 3 (three) business days after elimination of the reason for termination and the documents certifying that such reasons were eliminated are submitted to the Operator. 103. Suspension of securities trade is not a reason for non-fulfillment of obligations for maintenance in the securities listings or free market defined by the Operators’ Rules. 104. The responsibilities of the Issuer defined in these Rules are effective even in the period when the trade of Issuer’s securities is suspended. The Issuer, whose securities trade has been suspended shall on a regular bases inform the Operator on the developments, changes and revision possibilities of the grounds for suspension during the whole period of trade suspension. 105. The Securities Admitting Panel shall within one working day of making the decision on suspending the securities trade or ceasing the suspension publish those on its Information System. 106. The decision on suspending securities trade enters into force in accordance with the procedure defined by the RA Law on Legal Acts.
Article 21. Securities Delisting 107. A listed security is delisted, as well as its trade is terminated on a regulated market, as well as on a free market, if: 1) The registration of security has been announced ineffective by the CBA in accordance with the procedure defined by the Law. 2) The Issuer or securities issued thereby do not meet the requirement of their respective Exchange listing or free market. 3) An entry has been made in the legal person registry book on the termination or liquidation of the Issuer. 4) The grounds for terminating securities trade have not been eliminated during the previous 90 days. 5) The circulation period for the given security has expired. 6) The given security has been converted to a different class of security. 7) The Issuer made a decision on its liquidation or bankruptcy litigation has been initiated. 8) The number of holders of those securities is so small, that the market will not be able to function properly. 9) The economic or legal standing of the Issuer can endanger investors’ interests. 10) In the event of Issuer’s reorganization, with the exception of mergers of legal persons, when the listed securities maintain their class. 11) Decision on security’s delisting was made, according to cases and order specified by the Operator’s rules, regulating supervisory actions, 12) Based on the Issuer’s request.
17 108. If any of the grounds defined in provision 107 of this Article exist (with the exception of the case stipulated in points 11) and 12) of provision 107 of this Article), the Competent Division, shall be guided by provisions 25 and 26, Article 5 of these Rules. 109. The Securities Admitting Panel shall have the right to reject the delisting or suspension of trade of securities, if it believes that the delisting or suspension of trade may seriously risk shareholder interests or that it will give unfair advantages to part of shareholders over or at the expense of the rest, or will unfairly provide an opportunity for part of shareholders to earn profit at the expense of other shareholders. 110. The Securities Admitting Panel shall make a positive or negative decision concerning delisting and/or suspension of trade of securities within three months after submitting the request. In the event the Securities Admitting Panel requires additional information from the Issuer, or if oversight has been initiated, or if other important processes related with the Issuer are still in process, the Securities Admitting Panel shall make the decision within three months after receipt of all the required documents or after the suspension of the oversight process, or after disclosure of other important circumstances by the Issuer, but no later than within six months after the request on delisting/suspension of trade has been submitted. 111. If the Securities Admitting Panel does not make any decision within the terms stipulated in provision 110 of this Chapter, the delisting/trade suspension request is considered rejected. 112. The Securities Admitting Panel may make a positive or negative decision regarding the delisting/suspension of trade of securities only after respective approval (permission) of the Supervisory Board. According to provision 107 sub provision 5 there is no mandatory requirement to make decision regarding the delisting/suspension by the Securities Admitting Panel in case of the circulation period expiration for the given security. 113. The decision of delisting and/or suspension of trade of securities shall be developed in two original copies, one of which remains with the Operator, while the other one is passed to the Issuer within three working days after the decision is made. 114. The Securities Admitting Panel within one working day of making the decision on delisting/terminating the securities trade, or based on provision 107 sub provision 5 regarding the delisting/suspension, shall publish those on its Information System. 115. The decision on delisting and/or terminating securities trade enters into force in accordance with the procedure defined by the RA Law on Legal Acts. 116. If the Securities Admitting Panel does not fulfill Issuer’s request on delisting and/or suspension of trade of security, or does not make a decision within the period stipulated in provision 110 of this Chapter, the Issuer shall have the right to appeal the decision of the Securities Admitting Panel in Court. 117. Securities delisting according to provisions of the rules, regulating Operator’s supervisory activities, shall be completed in order defined by those rules.
Article 22. Features of Bonds Issued by International Organizations 118. Requirements of the following points of these Rules shall not be applicable to bonds issued by international organizations: points 42, 43, 44, 47, 48, 49, 61, 62, sub-points 8) - 11) of point 63, 64, 68, 72, the second sentence of point 76, point 83, the second sentence of point 84, 85, sub- point 8) of point 107. In case of listing bonds of international organizations, the requirements, defined in this Article shall substitute the ones mentioned above. 119. With the purpose of securities listing International organization (its authorized representative) shall submit the following documents enclosed to the Application: 1) Prospectus, complying with requirements of the Law and other legal acts (if mandatory or used by the Issuer) or other document, accessible to investors, unless already submitted to the Operator. In case of impossibility to provide or publish certain information in Armenian, the cover page of the document for investors shall contain a note in notable font, stating that if information, not provided in Armenian, is material for making investment decision for an investor, than he/she should abstain from investing in these securities 18 2) copy of the CBA decision or agreement on securities registration, if required by the Law;
19 3) document, verifying authorities of persons, signing documents, related to securities issuance and listing; 4) document, verifying assignment of identification number of securities by the authorized body, or other equivalent code, allowing for explicit identification of given securities, stating securities identification number (code), unless it has already been submitted to the Operator; 5) schedule of making maturity and interest rate payments of bonds, as well as formula for calculating interest rate unless this information is included in the Prospectus, other document, accessible to investors or already submitted to the Operator; 6) other documents and information upon the Issuer's discretion. 120. Application and all the documents of International organization enclosed thereto shall comply with the following requirements: 1) Application and all the documents enclosed thereto shall be legible and in printed letters; 2) Documents stated in sub points 1) and 2) of the point 119 of these rules shall be at least written in literate Armenian (documents in languages other than Armenian shall be submitted in original or copy along with notary translation to Armenian); 3) Application and all the documents enclosed thereto shall be in Armenian, English or Russian. In case documents stated in sub-point 3) of the point 119 of these rules are not presented in Armenian (including notary translation to Armenian), than those shall be presented with apostil; 4) Application submitted in hard copy shall be signed by the person authorized to sign the Application on behalf of the Issuer. 121. Securities Admission Panel shall make decision on listing or rejection of listing the bonds, issued by International organization within 10 (ten) business days upon receipt of full package of documents, required for bonds listing. 122. Agreement on securities listing, concluded with International organization, may differ from the form AC-1.2 forming integral part of these Rules. 123. In order to maintain bonds listing International organizations shall be liable to: 1) within 6 (six) month after the end of previous financial year or in case of having securities listed on other stock exchanges, publish audited annual financial statements on its web- site immediately after disclosing them on any stock exchange or publishing, and notify the Operator on such publication, including web address with access to the statements, unless other order of investor notification is specified by the Prospectus or other document accessible to investors; 2) within 2 (two) months after the end of each semester (or quarter, at the Issuer’s discretion) or in case of having securities listed on other stock exchanges, publish interim financial statements on the Issuer’s web-site immediately after disclosing or publishing them on any stock exchange, notifying the Operator on such publication, including web address with access to the statements, unless other order of investor notification is specified by the Prospectus or other document accessible to investors; 3) within 10 (ten) business days after amending information, defined by sub-points 12) – 16) of the point 63 of these rules and included in Prospectus or other documents accessible to investors, publish mentioned amendments on the Issuer’s web-site, as well as present the amendments to Operator in Armenian and mention web address where the amendments are published, unless other order of notifying investors on amendments is specified by the Prospectus or other document accessible to investors; 4) ensure necessary conditions of securing ownership rights towards given class of securities, as defined by the Law and the Operator rules; 5) duly process mandatory payments for securities listing maintenance; 6) comply with other requirements, set forth by the Law and the Operator rules to securities publicly traded in regulated market. 124. In case International organization is obliged to submit to the Operator notifications and disclosed amendments to material information according to point 123 of this Article,
20 International organization shall submit mentioned information to the Operator electronically via e-mail sent to the specified e-mail address of the Securities Admission Panel. 125. Information on listing and circulation of bonds, issued by the International organization, received from the latter shall be disclosed by the Operator on its web-site within 2 (two) business days after receipt of information and/or documents.
Article 22-1. Listing Features of Coupon Bonds with loan participation Issued by Foreign (Non-Resident) Issuers 126. Coupon bonds with loan participation rights issued by a foreign (non-resident) issuer (hereinafter in this Article also referred to as bonds) may be listed by Exchange Member initiative who is simultaneously the given bonds borrower (hereinafter referred to as Exchange Member under the terms of this chapter) if the rights and obligations defined for the issuers in connection with the maintenance of the listing according to the rules of the Operator are carried also by Exchange Member. 127. By Exchange Member initiative, the processes of Bonds listing and its list maintenance are carried out considering the rights and obligations of Issuers according to this Article. 128. By Exchange Member Initiative Application of bonds listing within the attached documents are submitted by Exchange Member. Application is to be signed at least by the head of the executive body of the Exchange Member. For bonds listing initiated by Exchange Member, within Application the Exchange Member should be presented the consent of bonds Issuer of the listing of the bonds in the defined markets organized by the Operator, if its existence is not certified by a prospectus or other document submitted to the Operator if the decision of the authorized body of the Exchange member to apply for listing, or its provisions are not included in the prospectus or other document submitted to the Operator. 129. If the bonds are issued with the of early repayment feature, the Exchange Member have to submit to the Operator and present to investors the terms of the early repurchase of the bonds, if they are not disclosed in the prospectus, the issuer's decision or other document submitted to the Operator. 130. In case of bonds listing initiated by Exchange Member, the documents submission (publication) requirements specified in these rules and also for the purpose of bonds listing, cannot be applied if the possibility of submitting (publishing) such documents or information is restricted to foreign (non-resident) by the jurisdiction of the country or the law of the country where the bonds are traded, or it is clear from the substance of the claim that they are not applicable in this case. 131. If the requirements for submitting certain documents or information (including decisions, charters, periodic reports, essential facts and information) provided for the listing of bonds and list maintenance at the initiative of a member of the Exchange are not possible without the participation of the issuer, but the issuer abstains. stay out of the process, in that case, the Exchange Member, with the consent of the Operator's Supervisory Board, may submit to the Operator and publish the links of the issuer or other acceptable website where they are published where interested parties may obtain the documents or information referred to this paragraph. In the case of references, the Exchange Member shall disclose usually expected schedule for the publication of the documents or information referred to in this paragraph together with the references or the procedure for its determination. In addition, the requirement to publish the documents or information referred to in this paragraph can be deemed to have been preserved if they have been published on Exchange Member's website within the prescribed period and The Exchange Member will immediately notify the Operator about. 132. If by Exchange Member initiative to present a bonds list documents required for maintaining the listing, the submission or publication of documents or information in Armenian is associated with significant barriers or significant legal risks, the Operator may consider the submission and (or) publication of the mentioned documents or information in English or Russian acceptable, presented in a well-known font, will make available to investors an information that if the non-
21 submission of information in Armenian is significant for investors to make decisions, they must refrain from investing in those bonds. The Operator shall give such consent with the approval of the Operator's Supervisory Board, if Operator considers that as a result the interests of the investors are not endangered. 133. To reduce the risks of conflict of interest and protect the investors’ interests Operator may impose additional requirements and restrictions on the submission of transactions (including with the Exchange member participation or the usage of trading methods). 134. In case of listing of bonds by Exchange Member initiative, the terms of the Listing Agreement may differ from the terms defined by these Rules, the content shall be determined by the Securities Trading Authority.
CHAPTER III. FREE MARKET
Article 23. Admission of Securities to Free Market, Maintenance, Termination and Suspension of Admission to Trading 135. Criteria and requirements set forth by provisions of Chapter 1 and 2 of these Rules shall apply to securities admission to free market, maintenance of admission to trading, termination and suspension of admission to trading, without mandatory requirement of provisions, specified in Articles 9, 10, 11, 12 and 18 of Chapter 2, as well as points 41, 44, 47, 48 and 49 of Article 8. Provisions of Article 19 shall not be applied to the instruments of money market. 136. While applying provisions of Chapter 1 and 2 to securities admission to trading on a Free market, “Free market” should be used instead of “the Exchange”, as well as “to admit to trading”, “admission to trading”, “termination of admission to trading” and “admitted to trading” should be used instead of “to list”, “listing”, “delisting” and “listed” wordings, accordingly. 137. Bonds of Issuers, who have been declared insolvent or are in the process of liquidation, including as a result of bankruptcy, cannot be included in the corporate bonds free market (Cbond). 138. Issuers of those corporate bonds, submitted for admission to trading on Free market (Cbond), for which provisions of Chapter 4 of the Law are applicable, may not comply with requirements for prospectus, in case when issuer of corporate bonds: 1) instead of Prospectus submits documents accessible to stakeholders and investors, which shall include at least information on bonds and the Issuer, as defined by the CBA regulations and these Rules, enclosed to the Application; 2) submits interim financial statements for the year of submitting the Application, compiled in compliance with requirements of the CBA legal acts, prior to decision on admission to trading, if it’s absent in the documents, provided according to clause 1) of this point, unless other provisions are specified by these Rules.
CHAPTER IV. GOVERNMENT BONDS MARKET
Article 24. Admitting to Trading Bonds Issued by the Republic of Armenia or the Central Bank of Armenia 139. In order to admit bonds, issued (allocated) by the Republic of Armenia or the CBA, to trading on Government bonds market, issuer or the entity authorized to submit these securities for trading at the Exchange (hereinafter “the Authorized entity” shall submit the relevant notification to the Operator via “CBANet” or other electronic system, acceptable and secure enough for the Operator, or in hand. The notification shall include the information as follows: 1) Bonds type (class); 2) Bonds registration number or other equivalent code; 3) Total value of bonds placement; 4) Date of bonds placement; 22 5) Date of bonds maturity; 6) Annual yield (coupon yield) of placed bonds; 7) Information about partial redemptions of bonds (if available); 8) information on order and/or timing of coupon payments (if available);
23 9) information on limitations of bonds circulation (if available). 140. Within 1 (one) business day upon receipt of Information, specified in point 139 of these Rules (in this section also referred as “notification”) the Securities Admitting Panel, upon presentation of the competent division, shall made a decision (in one copy) on granting securities with abbreviation and admits them to trading on Government bonds market. If notification is incomplete or has obvious inconsistencies, of which the Issuer and/or the Authorized person shall be informed, the Operator shall consider notification received on the day of receiving its complete version. 141. Unless there are other agreements between the Operator and the Issuer or the Authorized person, the Operator shall use the order of calculating yield for this type of securities on secondary market, approved by the RA Government. 142. The Operator shall immediately disclose the decision, specified in point 140 of this Article, in its Information system and takes appropriate measures to ensure opportunity of concluding transactions in the securities in the Exchange trading system during trading session of the day, decision was made, or if impossible, on the following business day. 143. The Securities Admitting Panel shall be entitled to reject admission of the bonds, mentioned in this Article, to trading on Government bonds market of the Exchange within period specified in point 141 of this Article, if the bonds do not meet requirements, stipulated by Chapter 3 of these Rules. 144. The Issuer or the Authorized person shall be obliged to keep updated the information on securities admitted to trading on Government bonds market, provided via notification, and immediately inform the Operator on possible or actual changes thereto. 145. Immediately upon receipt of information mentioned in point 144 of this Article, or if impossible, on the following business day, the Operator shall disclose it via Information system and the relevant amendments shall be made to information in the trading system, in case of urgency even without addition decision of the Securities Admitting Panel. 146. The Securities Admitting Panel shall have the right to suspend bonds admission to trading to the Government bonds market prior to receipt of information, specified in point 144 of these Rules, but for no longer that 10 business days, in case the Operator believes based on official or other public information that provision of point 144 of this Article is not kept and the Authorized person does not take any relevant measures within reasonable period of time after being notified by the Operator. Decision on temporary suspension of admission to trading shall be automatically terminated upon receipt of necessary information by the Operator and the Operator shall in shortest possible time recover opportunity of concluding transactions in given class of bonds on Government bonds market. 147. The Operator and the Authorized entity may define other options of providing information or notifications, specified in point 139 and 144 of this Article by mutual agreement of both parties with the purpose of admitting securities to trading on Government bonds market. 148. Admission of bonds to trading on Government bonds market shall be terminated in cases as follows: 1) if these bonds completely matured; 2) if conditions of bonds circulation changed and they do not comply with requirements, set forth by Chapter 3 of these Rules; 3) if grounds for suspension of bonds’ admission to trading were not eliminated within period of time, specified in point 128 of these Rules; 4) based on the Issuer’s or the Authorized entity’s application. 149. In cases, specified by clauses 2), 3) and 4), point 130 of this Article securities admission to trading shall be terminated by the decision of the Securities Admitting Panel, while no such decision is made in case clause 1) applies. 150. The Operator shall immediately disclose information on suspension of admission to trading, termination of suspension or termination via its Information system and within one business day inform the Issuers or the Authorized entity and the CBA via electronic system or in hard copy.
24 CHAPTER V. OTHER PROVISIONS
Article 25. Entering into Force of the Rules and Enforcement Peculiarities 151. These Rules shall enter into force from the moment of their registration with the Central Bank. 152. Securities listed or admitted to trading before these Rules enter into force, shall be considered listed or admitted to trading on the relevant markets.
25 Form AC-1.1 Application for Securities Listing and/or Admission to Trade
APPLICATION
(Name, Legal-Organizational Form of the Issuer)
(Number and Date of the Issuer’s State Registration Number)
Submits the following securities for inclusion in the listing / admission into free market) (Fill the Stock Exchange listing) (Mark (C) or (Cbond)) In accordance with the Rules of Armenia securities exchange, OJSC.
Class (Type) of Securities
Number of Securities
Form of Securities
Nominal Value
Underwriting price Underwriting form (public or private) Securities are issued (underwritten) in (name of the authorized body (person) making the decision on securities accordance with issuing, date of decision) Main type of operations of the Issuer Location, address, contacts details of the Issuer.
It is suggested to implement submission of orders (offers) and settlement of transactions with the securities in . (Fill AMD or other currency)
Simultaneously we grant the right to Armenia Securities Exchange OJSC to include the provided securities in the Exchange's other List, or in the free market, if the provided securities do not meet the requirements for the inclusion in the above Exchange List.
We certify that the information provided in this Application is accurate and completely realize that a misleading and incorrect presentation or omitting of any substantial fact may lead to the withdrawal of listing and/or admitting to trade permission or legal punishments defined by RA Legislation. By the above the Issuer undertakes the obligation to fulfill the requirements of the rules approved by the Armenia Securities Exchange Open Joint Stock Company and registered with the Central Bank of the Republic of Armenia. Signing persons
(Name, surname) (Position) (Signature) (Date)
(Name, surname) (Position) (Signature) (Date)
(Name, surname) (Position) (Signature) (Date)
I verify that the Application was signed by the persons stated above.
(Name, surname) (Executive director, head of (Signature) (Date) executive body)
Seal
Form AC-1.2
¥contract on securities listing or admission to trade¤
CONTRACT No ON SECURITIES LISTING OR ADMISSION TO TRADE
Yerevan
(Date)
(hereinafter the Issuer), represented by (Issuer’s name, legal-organizational form) , who acts on the bases of the Issuer’s Charter on the one (Name, position) hand, and “Armenia Securities Exchange” Open Joint Stock Company (hereinafter the Exchange), represented by , (Name, position) who acts on the bases of the Exchange Charter on the other hand signed this Contract on the following:
1. SUBJECT OF THE CONTRACT 1.1. By this Contract the Exchange shall admit the Issuer’s following securities
Securities class (type)
Number of securities
Form of securities
Nominal value to trading on the (hereinafter Services). (Listing market (List)) The Issuer shall pay for these Services.
1.2. This Contract is signed on the bases of the Exchange Rules on Securities Listing and Admission to Trading. Issues that are out of the scope of regulation of this Contract are regulated by the Exchange Rules on Securities Listing and Admission to Trading, RA Law on Securities Market Regulation and other normative legal acts.
2. RIGHTS AND RESPONSIBILITIES OF THE PARTIES 2.1. The Exchange shall: 2.1.1. Provide services in the terms and on conditions stipulated in the Exchange Rules that are registered with the Central Bank of the Republic of Armenia. 2.1.2. Inform the Issuer on those changes and amendments to the Exchange Rules that are related to the terms, procedure and price of the services provided in accordance with this Contract within three days after their entering into force in accordance with the procedure stipulated by the RA legislation. For the purposes of this provision posting of the respective information on the official web site of the Exchange shall be considered a proper means of informing. 2.2. The Issuer shall: 2.2.1. Pay the Exchange the price stipulated in provision 3.1 of this Contract for provided services. 2.2.2. Inform the Exchange in a timely manner of the changes in the documents and information provided for the conclusion of this contract, also presenting the changes made. 2.3. The Exchange has the right to: 2.3.1. Refuse to perform its obligations undertaken under this Contract in the event the Issuer violates the requirements defined in provision 3 of this Contract.
24 2.4. The Issuer has the right to: 2.4.1. Request timely and complete implementation of services stipulated in this Contract.
3. FEES FOR PROVIDED SERVICES AND PAYMENT PROCEDURE 3.1. The Issuer shall make the payments for the Services provided by the Exchange in accordance with the tariffs, terms and procedure defined in the Rules on Tariffs of the Exchange registered with the RA Central Bank and the Exchange Rules on Securities Listing and Admission to Trading. The Exchange Rules on Tariffs and the Exchange Rules on Securities Listing and Admission to Trading are posted on the official Exchange web site.
4. RESPONSIBILITIES OF THE PARTIES 4.1. The Issuer shall be responsible in accordance with the procedure defined in the RA Legislation for the trustworthiness of information provided to the Exchange, as well as for fulfillment of obligations undertaken by the Exchange Rules. 4.2. The Exchange shall not be responsible for the trustworthiness of documentation provided to it by the Issuer for the conclusion of this Contract. 4.3. In the event obligations stipulated in this Contract are not fulfilled or are not fulfilled properly the Parties are freed of responsibility if the above was caused by a Force Major, which occurred after this Contract was signed and which could not be predicted or prevented by the Parties in any way.
5. TERM OF VALIDITY OF THE CONTRACT 5.1. This Contract enters into force from the moment of signing it and is valid until the delisting of the Issuer’s securities and/or suspension of trading stated in provision 1.1 of this Contract in accordance with the procedure defined in the Exchange Rules on Securities Listing and Admission to Trading.
6. NOTES 6.1. Notes and messages between the Parties of this Contract shall be in a written form, signed by the authorized persons of the Parties and verified with the Seal, submitted in person (by making a note on delivery on the sender’s copy by the recipient), sent by fax or electronic mail (confirming the receipt to the sender by fax or electronic mail) or sent in accordance with the RA law on Special Delivery of Documents, with the exception of cases defined by the Exchange Rules on Securities Listing and Admission to Trading.
7. OTHER PROVISIONS 7.1. Changes or amendments can be made to this Contract only upon the mutual agreement of the Parties, in written. 7.2. Issues out of regulation scope of this contract as well as conflicts arising from non-fulfillment of obligations undertaken by the Parties are settled in accordance with the procedure defined in the RA Legislation. 7.3. This Contract is singed in Armenian in two equal copies for each Party. 7.4. The Issuer shall learn the Rules of the Exchange registered with the CBA and other normative legal acts, before signing this contract. 8. ADDRESSES, BANK REQUISITES AND SIGNATURES OF THE PARTIES. ISSUER ARMENIA SECURITIES EXCHANGE OJSC (Address, contact details, tax code, bank requisites, name and position of the person (Address, contact details, tax code, bank requisites, name and position of the person signing the contract) signing the contract)
/signature/ /signature/ Seal Seal
25