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Article 39 Communications with Holders of Listed Securities

39.1 All circulars to holders of listed securities, together with notes of meetings, proxy forms and advertising material to holders of listed securities must be submitted to the Agency in draft form for approval before they are published, at least 5 market days in advance.
39.2 A draft of any proposed amendment to the issuer's Memorandum and Articles of Association, or equivalent documents, must be submitted to the Agency.
39.3 Whenever shareholders are sent a notice of a meeting which includes any business other than routine business at an annual general meeting, an explanatory circular must accompany the notice, or if the business is to be considered at or on the same day as an annual general meeting, an explanation must be incorporated in the directors report. An explanatory circular must also accompany any notice of a meeting sent to holders of listed debt securities.
39.4 Where an increase in authorized capital is proposed, the directors must state in the explanatory circular, or any other document that accompanies the notice of the meeting, whether they have any present intention of issuing any part of that capital.
39.5 The issuer must forward to the Agency a copy of all circulars, notices, reports, announcements, or any other documents at the same time as they are issued, and a copy of all resolutions passed by the issuer, other than resolutions concerning routine business at an annual general meeting.
39.6 The issuer must ensure that all the necessary facilities and information are available to enable holders of such securities to exercise their rights. In particular, it must inform the holders of any and all meetings to be held which they are entitled to attend, to enable them to exercise their right to vote (where applicable) and publish notices or distribute circulars, giving details of the allocation and payment of dividends or interest in respect of such securities, the issue of new securities (including arrangements for the underwriting, allotment, subscription, renunciation, conversion or exchange of such securities) and repayment of securities.
39.7 The issuer must appoint a registrar, and/or where appropriate, a paying agent in the Kingdom of Bahrain, unless the issuer itself performs these functions.
39.8 The issuer must allow for proxy forms, with a provision for two-way voting on all resolutions intended for proposal, with a notice convening the meeting of holders of listed securities to all persons entitled to vote at the meeting.
39.9 Unless shareholders otherwise permit, an issuer proposing to issue securities that has an equity element for cash, must offer those securities to existing equity shareholders (and where appropriate, to holders of other securities that have an equity element of the issuer entitled to be offered to them) in proportion to their existing holdings.
39.10 Similarly, unless shareholders otherwise permit, an issuer must obtain the consent of shareholders before any major subsidiary of the issuer makes any issue of securities having an equity element for cash, so as materially to dilute the percentage equity interest of the issuer and its shareholders in that subsidiary.
39.11 In the event of a circular being issued to the holders of any particular class of security, the issuer must issue a copy or summary of such circular to the holders of all other listed securities, unless the contents of such circular are irrelevant to these other holders.
39.12 Airmail, courier, fax or email must always be used when communicating with overseas holders of listed securities.
39.13 When a foreign issuer publishes or sends a circular to holders of its listed security on the Exchange at an address in the Kingdom of Bahrain, it must be in the Arabic language and/or in the English language.
 
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