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Glossary of Defined Terms

The following definitions apply to certain terms used in the accompanying Disclosure Standards, unless the context indicates otherwise.

Affiliate — An "affiliate" of a specified Person refers to another Person who, directly or indirectly, either controls or is controlled by, or is under common control with, the specified person.

The Agency — means the Bahrain Monetary Agency (BMA) or Bahrain Monetary Agency official or such other persons as the BMA may by regulation specify.

The Agency Official — means a person who is or has been employed by the Agency or any auditor or expert instructed by the Agency.

Bahrain — means the Kingdom of Bahrain.

Bahrain Dinars or (BHD) — means the lawful currency for the time being of the Kingdom of Bahrain.

Beneficial Owner — The term "beneficial owner" of securities refers to any person who, even if not the recorded owner of the securities, has or shares the underlying benefits of ownership. These benefits include the power to direct the voting or the disposition of the securities, or to receive the economic benefit of ownership of the securities. A person is also considered to be the "beneficial owner" of securities if that person has the right to acquire such securities within a certain period of time, either by option or other agreement. Beneficial owners include persons who hold their securities through one or more trustees, brokers, agents, legal representatives or other intermediaries, or through issuers in which they have a "controlling interest", which means the direct or indirect power to direct the management and policies of the issuer, or any other entity in question.

Books Closing Date — refers to the specified time and date set by an issuer for the lodging of transfers for the purpose of determining the persons entitled to dividends, bonuses, new securities, interests or rights to a priority of application for issues of securities.

Confidential Information — means information which (a) relates to the business or other affairs of any person; (b) was received by the Agency for the purposes of, or in the discharge of, any functions of the Agency under any provision made by or under this Disclosure Standard or for such other purposes as the Agency may by Regulation specify; and (c) is not prevented from being Confidential Information (look under Non-Confidential Information) and is immaterial for the purposes of this definition whether or not the information was received (i) by virtue of a requirement to provide it imposed by or under this Disclosure Standard or (ii) for purposes in addition to those mentioned in part (b) above.

Debt Securities — Securities requiring fixed payments, such as a government or corporate bond.

Directors and Senior Management — This term includes (a) the issuer's directors, (b) senior management: Chief Executive Officers, Presidents, Heads of Finance, Heads of Business Departments, (c) partners with unlimited liability, in the case of a limited partnership with share capital, (d) nominees to serve in any of the aforementioned positions, and (e) founders, if the issuer has been established for fewer than two years.

Document — This term covers prospectuses and offering documents used in connection with a public offering of securities and registration prospectuses, used in connection with the initial listing of securities.

Equity Securities — The term "equity securities" includes common or ordinary shares, preferred or preference shares, options or warrants to subscribe for equity securities, and any securities, other than debt securities, which are convertible into, exercisable or redeemable for equity securities of the same issuer, or another issuer. If the securities available upon conversion, exercise or redemption are those of another issuer, the Disclosure Standards will also apply to the other issuer. However, the Disclosure Standards do not apply to debt securities, or debt that is convertible into or exercisable, or redeemable for equity or debt securities.

The Exchange — means the Bahrain Stock Exchange.

Group — A "group" is a parent and all its subsidiaries. References to an issuer's group mean the group of which it is a member.

Home Country — This term refers to the jurisdiction in which the issuer is legally organized, incorporated or established, and if different, the jurisdiction where it has its principal listing.

Host Country — This term refers to jurisdictions other than the home country in which the issuer is seeking to offer, register or list its securities.

Inside Information — means information (a) which is of a precise nature relating directly or indirectly to one or more security or securities; (b) which has not been made public; (c) which, if it were made public, would be likely to have a significant effect on the price of those securities or any related derivative security; and (d) in the case of derivatives on commodities, which relate directly or indirectly to such derivatives which users of markets on which such derivatives are traded would expect to be disclosed in accordance with the rules or accepted market practices on those markets.

Issuer — references to the "issuer" means the company whose securities are being or have been offered or listed, and refers to the company on a consolidated basis, unless the context indicates otherwise.

Market Day — means any day between Sunday and Thursday during which the Exchange is open, which is not a market holiday or public holiday.

Market Information — means information consisting of one or more of the following facts:
a) the securities of a particular kind have been or are to be acquired or disposed of, or that their acquisition or disposal is under consideration or the subject of negotiation;
b) the securities of a particular kind have not been or are not to be acquired or disposed of;
c) the number of securities acquired or disposed of or to be acquired or disposed of or whose acquisition or disposal is under consideration or the subject of negotiation;
d) the price (or range of prices) at which securities have been or are to be acquired or disposed of or the price (or range of prices) at which the securities whose acquisition or disposal is under consideration or the subject of negotiation may be acquired or disposed of;
e) the identity of the persons involved or likely to be involved in any capacity in an acquisition or disposal of a security.

Materiality — information is material if its omission or misstatement could influence the economic decisions of the users take on the basis of the financial statements.

Non-Confidential Information — information is not confidential if (a) it has been made available to the public by virtue of being disclosed; (b) it is in the form of a summary or collection of information so framed that it is not possible to ascertain from it information relating to any particular person.

Person — means any natural or legal person.

Pre-emptive issue — The term "pre-emptive issue" and references to "pre-emptive purchase rights" refer to offerings made to the issuer's existing shareholders, in order to permit them to maintain their pro rata ownership in the issue.

Record date — Date on which a shareholder must officially own shares in order to be entitled to a dividend.

Reviewed — An accounting service providing some assurance to the Board of Directors and interested parties as to the reliability of financial data without the External Auditors conducting an examination, in accordance with the generally accepted accounting standards.

Sponsor — Listing agent that undertakes the responsibility to finalize the pre-listing requirements on behalf of the issuer in relation with the authorities.

Short-Term — Means within a three month period.

Tippees — Persons receiving and using or passing on information to another as a basis for buying or selling securities, with such information determined to be of material value and not available to the general public.

Underwriters — Investment bankers who singly or as a member of an underwriting group or syndicate, agree to purchase a new issue of securities from an issuer and distributes or offers it to investors, according to the underwriting agreement.

Underwriting Agreement — Agreement between the issuer of a new security to be offered to the public and the underwriting group. It represents the underwriter's commitment to purchase and distribute the securities, and it details the public price. The underwriting arrangements to which the term is sometimes loosely applied are BEST EFFORT, ALL OR NONE, and STANDBY COMMITMENTS; in each of these, the risk is shared between the issuer and the underwriter.

US Dollars or USD. — means United States Dollars, the lawful currency for the time being of the United States of America.

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