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6. Declaration and Maintenance of a Register on Insiders

(I) Permanent Insiders

6.1. Declaration Requirements

Insiders shall provide to the person in charge of the Insiders' Register their basic personal data and information on people under their guardianship or control, as well as on corporations controlled by them, and corporations in which they exercise influence, by completing a specific declaration form.
6.1.1 Initial Basic Information Declaration Form:

A specific form shall be used for completing the declaration of basic personal information. The form also includes instructions for completing the form. The declaration shall be submitted to the person in charge of the Insider Register in the listed company within a maximum of 10 calendar days from the date the person concerned assumed duties, subject to the disclosure requirement (Form: Ins-2).
6.1.2 Declaration of Insider's Beneficial Ownership Form:

A specific form shall be used for completing the declaration of insider's beneficial ownership. The form also includes instructions for completing the form. The declaration shall be submitted to the person in charge of the Insider Register in the listed company within a maximum of 10 calendar days from the date the person concerned assumed duties, subject to the disclosure requirement. (Form: Ins-3).
6.1.3 Changes in Declared Information:

Any changes in personal data and information on controlled corporations and corporations in which the insider exercises influence included in the basic information declaration using Form: Ins-2, and any change in insider's beneficial ownership by using Form: Ins-4. Both forms shall be completed and submitted by the end of the next business day following the date the change took place.
6.1.4 Permanent Insiders in more than one Listed Company:

A person who is an insider in more than one listed company must complete the required declaration forms for each listed company.
6.1.5 Declaration Requirement by Insiders by Definition:

The company shall maintain a register on Insiders by definition in the same manner as that of statutory insiders, as well as the duty to declare relating to insider by definition, and shall be the same as that of the duty to declare relating to the statutory insider.
6.2. Maintenance of Insiders' Register

A listed company shall create a separate register called the "Insiders' Register", which shall be maintained at its headquarters in Bahrain. The Insiders' Register shall be made available for investigation and inspection to the BMA at all times.

The Insiders' Register shall be maintained and kept by the listed company for a minimum period of 5 years.

The information entered in the Insiders' Register should also be entered into the BSE's Central Depository System, as per BMA instructions.
6.3. Information to be Entered in the Insiders' Register
6.3.1 Basic information relating to a person with the duty to declare:

Upon the appointment, election, or employment or as the case may be, the company shall declare in writing to a person belonging to the statutory insiders of his insider position in the company, using the Notification Insider Position By Listed Company Form: Ins-1.

Any person belonging to the statutory insiders shall also be under an obligation to declare to the Committee or the person in charge, basic information on himself, any person under his guardianship or custody, a co-corporation in which he exercises control or influence, as well as any changes in this information.

The declaration shall be submitted to the person in charge of the Insiders' Register in the listed companies within a maximum of 10 business days from the date on which the person accepted the task with a duty to declare, or from the date when a change took place in the information declared.
6.3.2 Information on Insiders' Beneficial Ownership:

The insider's own holdings, as well as the holdings of any persons under his guardianship or control, and of corporations in which he exercises control, and changes in the holdings shall be entered in the Insiders' Register. Securities issued by the company and by its group and subsidiaries shall be subject to the duty to declare.

As the registration of holdings and any changes therein varies in different situations, different actions are required from the insiders as follows:
1) Changes of the securities traded on the Exchange are electronically entered in the Central Depository System. However, the insider shall report to The Committee or the person in charge within a maximum period of 2 business days of such changes.
2) When a transaction or other change (e.g. gift, inheritance, or any permitted off-the-market transactions) has been concluded outside the Exchange, an insider shall personally ensure that the declaration of the change is made, and that the change will be entered in the Insiders' Register.
3) When a change is related to securities other than those deposited with the CDS system (e.g. derivatives contracts, options based on an employment relationship, a security of a Bahraini listed company quoted abroad), an insider shall himself ensure that declarations of the change are made and entered in the Insiders' Register.
All the abovementioned changes shall be completed and submitted to the person in charge of the Insiders' Register by the end of the next business day following the date of change, by using the "Change in Insiders' Beneficial Ownership" Form: Ins-4.

An insider shall also be responsible for compliance with the duty to declare when the management of the insiders' securities has been assigned to another person (e.g. portfolio management, discretionary account, trust account). The declaration shall be submitted to the person in charge of the Insiders' Register of the listed company within a maximum of 10 days from the change in the holding.

(II) Temporary Insiders

When the listed company expressly defines any person(s) as a Temporary Insider, the declaration and information relating to those insiders should be entered into the Temporary Insiders' section by the company within the Insiders' Register.

The company shall file the declaration in a similar form as prescribed under Permanent Insider 6.3.

Any person who considers that he comes within the definition of Temporary Insider shall notify the company, as per Form INS-2.

The names of the employees of the regulators, such as BMA, BSE, MOC, should not be entered into in a temporary Insiders' Register, as they are governed by their internal code of conduct, which includes restrictions on dealings in securities.

The following information relating to the Temporary Insiders shall be entered into the Register:

1) The date at which such person becoming a Temporary Insider (i.e. Date of project);
2) The persons (names) as well as the represented corporation or authority of the persons outside the company who have been given information on the project;
3) The date and time when the notification of entry in the Register has been given to a Temporary Insider;
4) The date and time when a Temporary Insider has submitted notification of the project (if this moment is different from the moment of notification of entry in the Register), presuming that the moment, when the notification has been submitted, is known to the person in charge.
5) The termination of the project as a result of either publication or expiration thereof as well as the date of termination.

Later, verification of the date and time when the company has submitted notification to an insider regarding his entry in the Register shall be possible.

The Register shall be confidential. Entries in the Register shall also indicate the person responsible for such entries.

A person entered in the Register shall be notified of the entry made and of its significance. The restrictions on the operations resulting from entry in the Register may vary, depending on the stage at which the Register is drawn up or the entry is made therein.

The BMA shall also have the right to access at any time the information relating to the management of the Temporary Insider of the company.

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