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LISTING GUIDE Securities Exchange is the only stock exchange in Armenia, operating for almost 17 years. Moving along with the pace of technological advancements, Armenia Securities Exchange provides the Market with fully automated trading system and well designed trading conditions. Today, instruments traded on the stock exchange include stocks, corporate bonds, Government bonds, REPO/SWAP agreements, currency, as well as credit resources. Armenia Securities Exchange continues working towards the introduction of other organized markets as well. MISSION Drive the organic GROWTH of the Armenian capital market and be a GATEWAY to the financial sector in the region. VISION Be the LEADING SECURITIES EXCHANGE of choice across asset classes within the region for both Armenian and international investors seeking MULTI-REGIONAL EXPOSURE within a framework of INTERNATIONAL STANDRADS and INNOVATION across trading, settlement and pension administration. Through its listing services, the stock exchange also helps public companies raise capital to finance their capital needs. After becoming a part of NASDAQ OMX in early 2008, the stock exchange has further increased its efforts to implement the best standards and practices for company listing, for the purpose of further enhancing investor confidence in the Armenian market. LISTING GUIDE

WHY LIST ON ARMENIA SECURITIES EXCHANGE

Listing on Armenia Securities Exchange provides the following advantages:

▢ Quality mark to support the business (greater credibility and enhanced financial status); ▢ Knowing the market value of your company and its shares; ▢ Provision of exit opportunity to the owners; ▢ Potential to diversify the investors‘ base; ▢ Avenue to raise capital through issuing new securities; ▢ Utilization of share issuance for M&A activities; ▢ Implementation of loyalty and motivation programs for employees using company shares (ESOP); ▢ Quality assurance of high standards of corporate management; ▢ Listing requirements and fees at Armenia Securities Exchange give cost advantage compared to other international exchanges; ▢ Support within arm’s reach from Armenia Securities Exchange staff on all matters related to company listing, investor outreach & corporate support; ▢ Flexible list structure with Armenia Securities Exchange’s Free market ‘C’ (MTF); ▢ Lower fees for underwriting and advisory services offered by Armenia Securities Exchange member investment companies and banks.

1 LISTING GUIDE

LIST STRUCTURE

Armenia Securities Exchange provides companies with an opportunity to have their stocks or bonds added to one of the exchange lists, or admitted to trading. In either case the securities will become traded on the exchange. However, the higher the criteria of the list, the more attractive the security will be for the investor. Armenia Securities Exchange has two lists for stocks – A and B, and two for bonds – Abond and Bbond, designed for companies meeting the listing requirements (see the General Listing Requirements). For companies that want to become admitted to trading there is the free market: C for stocks and Cbond for bonds.

STOCKS BONDS

MAIN LIST (A) (Abond)

SECONDARY LIST (B) (Bbond)

FREE MARKET (C) (Cbond)

Free (C) and (Cbond) market for stocks and corporate bonds are convenient market instruments for a range of companies that are willing to start using the securities market, but are not yet prepared or do not fulfil the requirements to apply for listing for some reasons.

Altogether, there are no specific requirements for companies to be admitted to the Free Market. Being admitted gives the company a reliable channel for disclosing financials and other material information to the holders of its stocks.

2 LISTING GUIDE

GENERAL REQUIREMENTS

STOCKS REQUIREMENTS A B C

Prospectus meeting all requirements approved by the regulatory Prospectus body (exceptions possible)

Total Market value of issued equities (nominal 1 BAMD 500 MAMD - value for bonds)

Minimum period of operation 3 years 3 years -

Annual net profit Last 3 years – profit - -

Minimum number of registered shareholders1 100 - -

Minimum free float 15% 10% -

The company must make its annual (+ independent audit_ and interim reports available to shareholders, either by mail or Distribution of Annual or Interim Reports electronically through the company’s website. (Armenia Securities Exchange will distribute it)

Market Maker At least 1 - -

Board of directors or Supervisory board At least 3 members At least 3 members -

BONDS REQUIREMENTS ABOND BBOND CBOND

Prospectus meeting all requirements approved by the regulatory Prospectus body (exceptions possible)

1,250 KUSD 625 KUSD 250 KUSD Total Market value of issued equities (nominal 1,000 KEUR 500 KEUR 200 KEUR value for bonds) 500 MAMD or 250 MAMD or 100 MAMD or equivalent currency equivalent currency equivalent currency

3 years (2 of which Minimum period of operation 2 years - main operations)

The company must make its annual (+ independent audit_ and interim reports available to shareholders, either by mail or Distribution of Annual or Interim Reports electronically through the company’s website. (Armenia Securities Exchange will distribute it)

Market Maker At least 1 - -

Board of directors or Supervisory board At least 3 members At least 3 members -

1Free float of a listed and publicly traded company is the proportion of its stocks that is not directly or indirectly held by its major owners (entities holding more than 5% of all stocks in issue). Executive officials subsidiaries of the company, or the Government.

3 LISTING GUIDE

STEPS TO LISTING/ADMISSION TO TRADING ON ARMENIA SECURITIES EXCHANGE

The securities of companies seeking to be listed or admitted to trading in C level on Armenia Securities Exchange should be subject to free circulation, i.e. there should not be any limitations to trading on exchange markets such as preemptive rights of issuer or other shareholders. In case of stocks, this could require the issuer to be organized as PLC, OJSC or any equivalent legal form.

The following steps shall be completed to apply for listing:

Resolution to submit an application for listing approved by the authorized management body of the issuer (general meeting of shareholders or the Supervisory board);

Prospectus2 (if mandatory) prepared and registered with the (CBA);

Registry keeping agreement signed with the Central Depository of Armenia (CDA);

CDA assigns a unique identification code to the securities to be listed (ISIN);

Listing application along with the required documents (see below) is submitted to Armenia Securities Exchange.

If a company is considering becoming listed on Armenia Securities Exchange, it may also find it useful to look through the Application Form3 that needs to be completed and submitted to the stock exchange as part of the admittance process. A more detailed description of the listing process can be found in our Rules on Securities Listing and Admission to Trading4.

2Prospectus is not required if: a. prospectus of IPO for the security was published instead of trading prospectus, b. the issuer or underwriter apply for the security’s admittance to trading on regulated market immediately after completing securities placement (no later than 5 business days), c. grounds and/or conditions for exemptions from the requirements to publish trading prospectus, as defined by the Law, are applicable to given securities. 3Application Form - goo.gl\L8TFS5 4Rules on Securities Listing and Admission to Trading- goo.gl/n67WfU

4 LISTING GUIDE

Additional requirements for Listing/Admission to trading of international companies

Two additional preconditions should be met to get listed/admitted to trading on Armenia Securities Exchange. ▢ The company should transfer its shares’ registry keeping to CDA; ▢ Depending on the legislation of the given country, registry keeper of the company should submit an official document to CDA ensuring that all changes in shareholders register should be carried out exclusively through CDA.

SHORT DOCUMENT CHECKLIST (STOCKS & BONDS)

The Issuer shall submit the application and documents by sending one hard copy and one via e-mail.

▢ Completed Application form; ▢ Prospectus (or trading prospectus) complying with the requirements of the Law “On Securities Market”; ▢ A copy of the CBA resolution for the registration of securities; ▢ Statement confirming that the registry of holders of the securities to be listed is maintained with the CDA; ▢ Unique identification code (ISIN) assigned to the securities by the CDA; ▢ Quarterly statements for the current year; ▢ Audited annual financial statements, including auditor’s report; ▢ Information on the market maker, if any, and the main terms and conditions of the agreement concluded between the company and the market maker; ▢ A statement confirming that the issuer agrees to comply with the provisions of the stock exchange’s rules; ▢ Other documents at the discretion of the issuer.

All abovementioned documents are submitted to Stock Exchange only if they have not been presented previously or they are not included in Prospectus.

5 LISTING GUIDE

APPROVAL AND ADMISSION

A decision on admission of securities to trade on Armenia Securities Exchange is passed by the CEO of the Exchange. After submission of all required documents, the period from submitting the application until the first day of trading is as follows:

PRIMARY MARKET up to 4 weeks

FREE MARKET up to 3 weeks

CONTINUOUS OBLIGATIONS OF LISTED ISSUERS

After admission of the securities to trading, the issuer has an obligation to disclose current and periodical information about its operations and securities. The issuer has to announce any information that may have an effect on the price of the its securities, assets and operations.

STOCKS BONDS REQUIREMENTS A B C ABOND BBOND CBOND

Submit shareholders registry (annually) ✔ ✔

Submit information on changes in free float (monthly) ✔ ✔

Submit corporate governance principles report (annually) ✔ ✔

Disclose reports, material fact changes and other information about its activities via website, press or ✔ ✔ ✔ ✔ ✔ ✔ other media

Provide information and documents for investors’ rights protection or clarification and completion of ✔ ✔ ✔ ✔ ✔ ✔ disclosed information

Disclosure about itself and its activities though company website ✔ ✔ ✔ ✔ ✔ ✔

6 CONTACT US

ADDRESS – 26/1 str., 5th floor, Erebuni Plaza Business Centre, Yerevan 0010, Armenia

RECEPTION – Tel.: +374 60 69 55 55

LISTING – Hasmik Salnazaryan, Head of Listing Copyrights to all information presented in this file belong to Armenia Securities Exchange. Any use of above-mentioned information for non-personal purposes without prior written consent of the above is strictly prohibited.