Listing Guide

1 Listing Guide

Purpose of the guide

Companies across the globe face local, regional and global challenges in their respective competitive business environments. In order to remain competitive, businesses, private and public, need to stay at the forefront of the growth frontier through the implementation of sound business plans. A critical factor associated with the implementation of growth agenda is the access to capital. The stock markets are one of the largest sources for businesses and entrepreneurs to access capital, be it in the form of debt or equity.

To support such businesses in the Kingdom of Saudi Arabia, Saudi Stock Exchange (Tadawul) has prepared this Listing Guide to present the benefits of going public and listing on Tadawul. This Guide helps address some of the frequently asked questions about going public, the listing requirements and other concerns faced by companies consider going public.

The Guide also outlines the key steps required by businesses to become a listed company and the key regulatory obligations to be followed in the Kingdom as stipulated by the Capital Market Authority (CMA) and Tadawul.

We trust you will find this publication useful and wish you every success, both in bringing your company to the market and as a publicly traded company. As the largest stock exchange in the region, we look forward to welcoming you to be among the prestigious group of listed companies in Saudi Arabia.

Introduction to the guide

2 3 Listing Guide

Listing 36

Post-listing phase 37

Indicative listing related costs 37

Tadawul fees 39

4. Responsibilities After A Company Goes Public 40

Effective corporate governance 42

Obligations and disclosures 45

Public and investor relations 46

5. Role Of The Capital Market Authority (CMA) 48

Introduction to CMA 50

Functions and responsibilities 50

Duties and authorities 50

Market conduct regulations (Trading rules) 51

Listing of foreign companies in Saudi Arabia/cross listing 52

6. Tadawul Services 58

Tadawuls services 60

Trading services 60

Depository services 61

Listing services 62

7. FAQs And Glossary 64

Table of contents

1

2

3

7

6

5

4

1. Introducing Tadawul 4

Incorporation of Tadawul 6

Tadawuls vision and mission statement 8

Key objectives 9

Past five years key statistics relating to Tadawuls activities 10

2. Going Public 14

What is an IPO? 16

Why list? 16

Advantages 17

Key challenges 18

Why list on Tadawul? 19

CMA Listing Rules Requirements 20

3. Executing Your Plan To Go Public 22

Companys decision to go public 25

Appoint advisors 28

Preparation phase 30

Submit IPO application 34

CMA review and decision 35

Book building 36

Subscription period 36

4 5 Listing GuideIntroducing Tadawul

6 7 Listing Guide

Introducing Tadawul

Timeline

Incorporation of Tadawul

Tadawul traces its history back to the mid-1930s when the Arabian Automobile Company was established as the first joint stock company in Saudi Arabia. Regular expansion of economic markets and the introduction of localownership of part of foreign banks led to the emergence of large corporations in 1970s. SAMA was the government body charged with regulating and monitoring market activities until CMA was established on 1424H/2003G. CMA is the sole regulator and supervisor of the capital market. It issues the required rules and regulations to protect investors and ensure fairness and efficiency in the market.

On 1428H/2007G, the Council of Ministers approved the establishment of Saudi Stock Exchange Company (Tadawul).This was in accordance with Article 20 of the Capital Market Law. Tadawul is the largest stock exchange in the Middle East region, with the largest initial public offerings (IPOs), capital raised and market capitalization.

1984 \ Ministerial Committee formed to develop and

regulate the market

2013 \ Introducing the new tradable rights

framework

2009

\ World federation of exchange membership

\ Launch of e-trading for sukuks and bonds

2007 \ Formation of Saudi Stock Exchange

(Tadawul)

2001 \ Beginning of electronic settlement and clearance

(T+0)

1985 \ Establishment of Saudi Share registration

company

2008

\ Applying sector index

\ Opened market for foreign investors through

SWAP agreement

2003 \ Framework to establish stock exchange and

Capital Market Authority

1990 \ Automated trading system launched

2010

\ Launch of ETF trading

\ Electronic voting

\ Launch of new identity

2011 \ Launch of Tadawulty services

2015 \ Qualified foreign investors allowed to

invest in listed shares

8 9 Listing Guide9

Key objectives

Tadawuls main objectives to guide its vision are as follows:

Operating the market efficiently and delivering service excellence:

\ Operate the market effectively and efficiently

\ Ensure market integrity, quality and fairness

\ Support investor education and awareness efforts

\ Develop service excellence for customers (brokers, issuers, investors, vendors, etc.)

\ Develop the Exchanges capabilities and competencies

Developing a leading financial exchange by supporting competitive investment and financing channels:

\ Support efficient capital raising for companies

\ Provide innovative, diversified, and integrated financial markets, products, services and instruments

\ Attract national and international market participants

\ Integrate and leverage offerings across the value chain

\ Facilitate provision of superior financial returns and shareholder value

Tadawuls vision and mission statement

VisionTo be an integrated financial exchange that fosters the development of a diverse Saudi capital market and competes internationally

MissionTo offer sound, efficient and attractive capital market products and services that deliver superior value to our market participants and stakeholders

10 11 Listing Guide

Sector2010 2011 2012 2013 2014

Insurance 31 31 33 35 35

Agriculture & Food Industries 14 15 16 16 16

Building & Construction 14 15 15 16 17

Petrochemical Industries 14 14 14 14 14

Industrial Investment 13 13 14 14 14

Cement 9 10 12 13 14

Banks & Financial Services 11 11 11 11 12

Retail 10 10 11 12 14

Real Estate Development 8 8 8 8 8

Multi-investment 7 7 7 7 7

Telecommunication & Information Technology

4 5 5 5 5

Transport 4 4 4 4 4

Media & Publishing 3 3 3 3 3

Hotel & Tourism 2 2 3 3 4

Energy & Utilities 2 2 2 2 2

TOTAL 146 150 158 163 169

The table below shows the number of listed companies by sector over the period 2010 to 2014.

Past five years key statistics relating to Tadawuls activities

As at the end of 2014, Tadawul had a total of 169 companies listed on the exchange. These companies are classified into 15 market sectors. The Tadawul All Share Index (TASI) comprises the companies listed on Tadawul and acts as a key analytical tool to track the stock markets performance. It is one of the key indicator to investors overall sentiment and performance of companies listed on the Exchange. Tadawul publishes various sector specific indices such as retail, cement, transport, petrochemical industries, insurance, etc. which can assist market participants in analyzing sector performance. Tadawul, also, provides a market for trading Sukuks, bonds and exchange traded funds (ETFs).

Sector2010 2011 2012 2013 2014

Insurance 380,000 160,000 60,000 157,500

Agriculture & Food Industries 413,100 1,328,400

Building & Construction 612,000 331,500 540,000 729,000

Petrochemical Industries

Industrial Investment 757,500 234,000

Cement 650,000 489,500 1,796,000 900,000 275,000

Banks & Financial Services 22,500,000

Retail 396,000 539,600 364,500 900,000

Real Estate Development 1,020,000

Multi- Investment 350,000

Telecommunication & Information Technology

Transport

Media & Publishing

Hotel & Tourism 1,368,000 825,000

Enegy & Utilities

TOTAL 3,832,600 1,727,000 5,326,000 1,962,000 25,229,000,000

The table below highlights the annual amount of capital raised (SR 000) between 2010 and 2014 across various sectors

12 13 Listing Guide

2011 2012 2013

1,27

1

1099

1,40

0

1,92

9

1,75

3

1,37

0

2,000

SR billion

1,750

1,500

1,250

1,000

Market Cap

Trading Value

At the end of 2014, the market capitalization of all companies listed on Tadawul was SR 1,813 billion, and the value of shares traded was SR 2,146 billion. The chart below highlights the trend with respect to market and trading value over the past 5 years.

2014

1,81

3

2,14

6

2010

1,32

5

759

14 15 Listing GuideGoing Public

16 17 Listing Guide

Going PublicWhat is an IPO?

An Initial Public Offering (IPO) is the first offering of shares made by a company to the general public. It is one of the most crucial strategic decisions that can be made in the lifetime of a company. It offers the existing owners an opportunity to not only obtain access to a wider pool of capital and expand the investor base but also bring about key structural and operational changes in a company.

For investors, an IPO is an opportunity to invest, become a part owner of the company and play an important role in the strategic decisions associated with its future growth. One of the most significant reasons to invest in an IPO is to earn return through dividends and the performance of the stock price which reflects the financial growth prospect of the company and the industry in which it operates.

Why list?

Going public is a significant transformational decision in a companys development that requires a series of planned, pervasive changes to the company, its owners and its culture to achieve long-term strategic objectives including business continuity, market leadership and shareholder wealth value maximization.

Access to wider

capital pool

Helps in regional and global

expansion

Easier to benchmark a

companys market position

in a sector

Encouraging employees

commitment

Enhances liquidity

for shareholders

Advantagesof listing

Enhances visibility

of the company

Creates certainty

about a companys going

concern status

Improves credibility

of a company in

the market

Easier to value for

potential mergers and

acquisitions

Increases the investor

base and diversifies risk

Enhances visibility of the company

A listing provides the benefit of showcasing the business strategy and performance through increased media coverage and availability of analysts reports. It helps in enhancing the corporate brand and attracts new investors, customers and suppliers without incurring extra spending. Potential investors get an opportunity to participate in the companys growth plans, its market positioning, financial performance, etc.

Access to wider capital pool

Going public enhances the options that are available to a company with respect to raising capital. Access to a wider pool of equity capital can help a company achieve its growth objectives along with providing flexible financing alternatives. Typically, a listed company is also in a position to raise debt capital at a lower rate of interest with longer maturity duration. Listing on a stock exchange adds confidence to investors.

Creates certainty about a companys going concern status

Establishment of a separate legal entity, which is listed, provides enhanced comfort around continuity of a companys operations in the longer-term. This is contrary to the risks involved in the case of a family business, where the second and third generations of the family may face challenges and becomes difficult to promise the same continuity of interest, management and performance as the first generation. Also, internal disputes are sometimes common within family businesses, which can hinder the performance of a family owned and managed enterprise.

Helps in going global

A public joint stock company works under the regulatory guidance of CMA, which requires the company to publish information on a regular and timely basis. Disclosure of a

Advantages of Listing

companys financial performance to investors is mandatory under various regulations, and assists in improving transparency, and eases access to broader options of growth for business including Mergers and Acquisitions (M&A), Joint Ventures (JV), and expansion into foreign countries. This could also help in attracting foreign investment into the company where it will increase investors base and diversifies risk.

Increases investor base and diversifies risk

Involvement of a large number of institutions and individuals investing in a listed entity helps diversify the risk involved and provides a company with more options to enter new markets.

Enhances liquidity for shareholders

Investment in a listed company is considered a more liquid form of investment due to the ease and ability of investors to buy and sell shares on the exchange, making such investments more attractive. Tadawul offers a significantly higher level of liquidity compared with other GCC countries.

Easier to value for potential mergers and acquisitions

One of the critical components in M&A activity is the valuation. Given that listed companies have a quoted price per share available on the exchange on a daily basis, it makes it easier for the companies to engage in M&A activities.

Encourages employees commitment

Many listed companies motivate their employees through long-term share incentive schemes (Employee Share Options Programs or ESOPs ) which can provide employees with the benefits of ownership. This is a feature that can help attract key talent to the company and encourage long-term employment and goal alignment between employee and company.

18 19 Listing Guide

Improves credibility of a company in the market

Transparency and availability of information relating to a listed company in the market provides confidence to various stakeholders associated with the company. They can evaluate their investments, and make a buy or sell decision with ease. A well performing company always takes advantage of this to ensure that it generates a stronger brand and credibility in the market.

Easier to benchmark a companys market position in a sector

It is easier to compare a listed company to its peers due to the availability of information. For instance, a petrochemical company can be compared to other listed entities in the same industry as well as with the Petrochemical sector index to establish its relative performance.

Challengesof listing

Longer decision making

process

Cost and time lag

Transparency/Disclosure

and greater responsibility

Key challenges of listingWhile there are a number of benefits of being a publicly listed company, there are also challenges, especially with respect to legal and disclosure requirements and on-going regulatory costs.

Transparency/disclosure and greater responsibility CMA has outlined the disclosure requirements to be followed by companies listed on Tadawul. These requirements enhance the responsibility of a public company towards CMA, Tadawul and investors. Whilst transparency and disclosure can be the strengths, they can also act as a major challenge for a public company as they lose aspects of confidentiality, especially in cases where the companys peers are not listed. In such cases, there can be an apparent concern around having more information in the public domain over the competitors. Regulatory rules also add another layer of necessary compliance for a listed company.

Cost and time lagListing a company has its associated costs; these include expenses incurred on legal, financial, accounting, external consultants/advisors and compliance matters. These additional expenses need to be carefully evaluated and compared with the benefits of an IPO, when deciding to go for listing. An IPO can often take a long time to complete due to the work associated with preparing a company to go public. (Also refer to indicative listing related costs outlined on p39 of this guide).

Longer decision making process

As compared to private companies where strategic decisions are typically taken by the owner or a small group of decision makers, major strategic decisions require board of director and sometimes shareholder approval as they have an impact on the performance of the company. Accordingly, the decision making process for a public company takes longer as the company is required to follow set governance rules and regulations around board of director and shareholder meetings.

Why list on Tadawul?

Tadawul provides a platform for companies to attract various investors through access to the exchanges large liquidity pool and broad investor base complimented by its state of the art trading infrastructure which connects investors, traders and brokers. Saudi Arabia being the largest economy within the region adds to the strategic significance of Tadawul and enhances its attractiveness further.

Tadawul also has a best in class primary market team which is solely focused on ensuring that businesses maximize value by being listed on the Exchange.

Why Tadawul

State of the art

trading infrasructure

support post - IPO

Long-term investor relatio

ns

econ

omy in the region

Access to the bigg

est

primary m

arket team

Best in

class

20 21 Listing Guide

Why list on Tadawul?

Tadawul provides a platform for companies to attract various investors through access to the exchanges large liquidity pool and broad investor base complimented by its state of the art trading infrastructure which connects investors, traders and brokers. Saudi Arabia being the largest economy within the region adds to the strategic significance of Tadawul and enhances its attractiveness further.

Tadawul also has a best in class primary markets team which is solely focused on ensuring that businesses maximize value by being listed on the Exchange.

CMA Listing Rules Requirements

CMA has issued Listing Rules and regulations that need to be followed and complied with by companies seeking to list on Tadawul. The Listing Rules provide key requirements that an issuer needs to follow pre and post the listing process, after the issuers board has approved the listing of the securities of the company.

1. Appointment of Advisors: CMA requires the issuer to appoint an independent Financial Advisor who is licensed by the CMA to advise the company on various CMA related rules and regulations. There are specific requirements that the Financial Advisor needs to fulfill with respect to the listing process, which are outlined in the Listing Rules. An independent Legal Advisor licensed to practice in Saudi Arabia must also be appointed

2. Conditions for registration and admission to listing:

3. Listing and registration: The actual process of listing requires the issuer to ensure that the offered securities are fully underwritten by an underwriter authorized by CMA. Further, the issuer, in consultation with its Financial Advisor, needs to submit documentation such as an application for registration, prospectus, etc. in accordance with the Listing Rules. Acceptance of the listing is subject to CMAs approval of the issuers compliance with the Capital Market Law and CMAs Regulations.

4. Compliance with listing rules: An issuer must comply with the Listing Rules and provide information and explanations to CMA as and when required. The Financial Advisor appointed by the issuer can assist in providing all the required information along with clarifications. It is important to note that CMA may take appropriate actions in the interest of investors.

5. Continuous obligations: Listed companies are required to comply with CMAs listing and other applicable rules and regulations on an on-going basis to ensure continuity of their status as a listed company. Some of the key obligations include requirements relating to disclosure of material developments and financial information in accordance with the prescribed time lines, announcements, publications, duties of the board of directors, notification relating to securities, payments of fees, etc.

The Listing Rules also cover provisions relating to capital injection and reduction. Some of the aspects discussed above are aimed at providing a general overview of key requirements and do not cover the detailed requirements that an issuer would have to follow with respect to the listing process. For more details, please refer to the Listing Rules issued by CMA which are available at www.cma.org.sa

b. Have carried out a main activity for at least 3 years

with substantially the same management

c. Have at least 200 public shareholders

d. Have 3 years audited financial statements and the

latest interim financial statements produced since the

date of the last annual report and the most recent

audited financial statements

e. An appropriately experienced

management team

f. The company must not have carried out certain

financial restructuring within the last 1 year

g. It must have sufficient working capital for the

next 1 year

h. The aggregate value of shares listed must be at

least SR100 Million

i. Following the offering, at least 30% of

the shares must be owned by the public

The key conditions that need to be met in order to be listed on Tadawul are;

a. The company must be a Saudi Joint Stock Company

except where the provisions of article 14 (cross listing)

of these rules apply

22 23 Listing GuideExecuting Your Plan To Go Public

24 25 Listing Guide

Executing your plan to go public

A company that intends to go public should follow the process detailed opposite for listing on the Saudi Stock Exchange (Tadawul).

Company decision

Once it has decided to

go public, a company should

have a business plan, and

a targeted timeframe for

listing

Appoint Advisors

Appointment of Financial

and Legal and other

Advisors

Preparation phase

Ensure overall readiness,

Conduct due diligence,

prepare valuation,

prospectus and application

forms

Submit IPO Application

Filing of an application to

CMA along with all relevant

documents

CMA review and

decision

CMA reviews the

application and assesses

the adequacy of discoursers

in the prospectus and if

acceptable, announces its

approval through Tadawul

and CMAs website

IPO book building

Marketing to institutional

investors, allocation

between retail and

institutional determined

Subscription period

Subscription period, IPO

proceeds received, share

holder allocation and

refunds, provide Tadawul

with shareholder file

List on Tadawul

After completing

the information and

documentations required

by Tadawuls and CMAs,

an announcement will be

made in Tadawul and CMAs

websites, and secondary

trading will begin

First step: Companys decision to go public

An IPO in itself is not an isolated event but a series of steps in an important transformation journey of companies. Each step acts as a milestone for the success of the process and thus the transformation of a private company, to a large public compan , to a large institutionalized public company.

To launch a successful IPO, one of the more critical steps is to prepare and plan. Planning includes understanding the importance of the IPO for the prescribed objective. Whilst the execution process of an IPO event itself generally lasts for 6 to 12 months at least, the overall timeframe for realizing substantial value from an IPO begins at least 1-2 years before the actual listing and continues well beyond that. Some of the more important steps during this journey are listed on this page. The key to a successful IPO (value obtained and time taken) is to start implementing as many of these steps as possible well before the start of the implementation of the IPO process.

\ Ensure all key shareholders/family members understand and accept the changes that will come about as a result of transforming the business to a public company

\ Confirm the strategy of the business is there a clear vision?

\ Ensure the company has a compelling equity story i.e. strong historical track record and clear, positive growth outlook

\ Fill necessary management team gaps benchmarking the company to ensure competitiveness

\ Carry out required restructuring (capital, holding company etc) and implement required governance changes to comply with CMA guidelines

\ Ensure the company has a strong finance function that can meet strict reporting guidelines and support the IPO and ongoing budgeting and forecasting requirements

\ Prepare business plan, financial projections and understand potential IPO pricing issues, size of offer, use of proceeds

\ Consider carrying out independent pre IPO readiness assessment

\ Act like a public company even before becoming one.

Executing Your Plan To Go Public

Tadawul Prim

ary Markets Team (gu

iding compa

nies th

roug

h the process)

26 27 Listing Guide

One of the key areas on which investors place significant emphasis is on the past and expected future financial performance of the company. The quality of the companys equity story is one of the most important determinants the quality of the companys equity story is one of the most important determinants of whether or not a company should consider an IPO, together with the readiness of the shareholders to accept the changes an IPO will bring about.

Once a company decides to go public and the decision is approved by the board, it needs to prepare an action plan including the steps necessary for appointing a financial advisor. This is followed by the identification of key company employees to be involved in the IPO process, which generally includes a director, Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Chief Information Officer (CIO).

Keeping options openMost companies are now following a multi-track approach which involves an IPO and evaluating alternatives in parallel which act as a backup plan. A multi-track approach means a combination of the following approaches:

1. Considering a sale in the M&A market: This option requires a detailed evaluation of the suitability and viability of a merger or an acquisition as an alternative to an IPO. A company needs to evaluate whether a merger or acquisition would be more beneficial to its strategic options than an IPO.

2. Private placement, a pre-IPO step: This can be done either for the purpose of raising funds for growth and expansion instead of carrying out an IPO or bringing in one or more external shareholders to assist with and add value to a future IPO. It often involves commitment to a future IPO to provide some form of exit option for the new shareholder in return for that company providing capital and management and/or technical expertise.

3. Joint ventures and strategic alliances: This option could provide the company with greater operational efficiencies and access to knowledge, with minimal cost. Joint ventures can be helpful in entering new and strategic markets and geographies, giving an opportunity to expand the business, access new technology, and reduce costs and risk.

Some of the other key considerations that need to be assessed at this stage include:

a. A comprehensive business plan and a detailed timeline: The company is required to showcase its operational, financial, and strategic initiatives along with its business strategy to be implemented in the near future. The business plan brings together these elements and acts as a key document that outlines the plan going forward. A critical component of the business plan is the detailed implementation timeline relating to any strategic initiatives.b. Potential growth of market size and an equity growth story: The company should be in a position to articulate and sell the potential growth story to its investors through facts and figures and a demonstrable track record. An independent assessment of the market will eventually be required to support market disclosures in the prospectus. c. Benchmarking with peer group and demonstrating competitiveness: The company should start to benchmark its relative market position through competitive benchmarking amongst its peer group.

d. Acting like a public company before the IPO: A company is required to demonstrate its strength in terms of financial performance and integrity and transparency in business to generate confidence among potential investors. Companies should start to act like a public company well before actually becoming one in order to embed these disciplines internally and provide confidence to regulators and potential investors.

As this stage, undertaking an IPO readiness assessment can be a useful exercise to identify the key areas that the company needs to focus on, in order to better prepare itself for an IPO. Such an independent readiness assessment can be invaluable to the owners in providing a clear picture of what the company needs to work on before applying to go public. The reason that many IPOs are delayed or cancelled is due to the fact that the company is just not ready at the time of starting the application process. These unpleasant surprises could be easily avoided by having an independent readiness assessment carried out.

28 29 Listing Guide

Professional and licensed external advisory team

It is critical that the company sells its IPO story to the investors and follows all the laws and regulations regarding the listing process. Experienced advisors play an important role in assisting a company present its IPO story in the most appropriate manner. The advisory group typically comprises the following advisors: \ Lead Manager: Provides overall management of the

IPO process and works closely with all other advisors in the process.

\ Financial Advisor: CMA provides licenses to professional advisors for providing IPO related services to applicants. They provide guidance to fulfill regulatory requirements by acting as a representative of the company as well as managing the other advisors.

\ Legal Advisor: The legal advisor assists with any necessary restructuring of the company, reviews material contracts and agreements, advises on shareholder rights, articles and by-laws and together with the financial advisor advises the company of the requirements of the Capital Market Law and Listing Rules. The Legal Advisor also plays a very big role in the review of the prospectus.

\ Underwriter: The CMA requires any offer of securities including IPOs to be fully underwritten by an authorized underwriter.

\ Financial Due Diligence Advisor: A key component of the prospectus preparation is the analysis of financial information, which is typically covered as part of the financial due diligence process.

\ Public Relations/Media Advisor: Building effective public relations, starting with bringing information to the knowledge of prospective investors and addressing their concerns is key to a successful IPO. The Public Relations Advisor conducts road shows, media campaigns, etc., using all available channels of communication with the prospective investors in accordance with the applicable Capital Market regulations.

Second step: Appoint advisors

Appointment of the advisory team

A company considering listing is required to appoint a team of advisors that deals with the IPO regulatory bodies such as CMA and Tadawul on behalf of the company.

Below is a list of advisors along with their roles who manage the process of listing, and provide guidance to the company at different stages.

Lead ManagerFinancial

Due DiligenceAdvisor

Public Relations/Media Advisor

FinancialAdvisor

UnderwriterLegal Advisor

\ Manages the IPO process \ Manages the retail subscription

\ Ensures compliance with CMA rules \ Communicates with CMA and investors \ Provides advice to the company \ Manages the institutional book building process

\ Undertakes the legal due diligence \ Provides advice on all legal matters \ Ensures legal sections of the prospectus are in accordance with the Listing Rules

\ Underwrites the issue and sometimes involves

other underwriters

\ Undertakes the financial due

diligence

\ Manages media campaigns and road shows \ Works on brand enhancement

Advisors

30 31 Listing Guide

1. Appoint a board with independent members: The companys shareholders should consider appointing independant directors who are experienced in handling IPOs as board members. This group should have good exposure across the business and bring that experience to the IPO process.

2. Improve internal control measures: Internal controls are defined as a process, affected by the organization structure, work and authority flows, people and management information systems, designed to provide reasonable assurance regarding the achievement of objectives in the following categories: a) Effectiveness and efficiency of operations; b) Reliability of financial reporting; and c) Compliance with laws and regulations.

The dynamic nature of reporting requires adequate and appropriate control mechanisms to be in place. Therefore, it is necessary to ensure the existence of comprehensive internal control policies.

3. Establish a qualified audit committee: The audit committee of the board reviews and provides insights into the annual and quarterly performance of the company and meets regularly and independently with the companys external auditors.

4. Establish and implement an acceptable executive compensation structure: Remuneration packages should be balanced, in line with the profitability of the company and sufficient to reward high performing executives. The executive compensation structure should

align the long-term senior managements objectives with the companys business plan.

5. Implement board meetings and reporting process: Certain decisions should be taken only by the board in meetings held in accordance with established protocol. All decisions of the board should be documented and reported in accordance with company and CMA regulations. Board committees may be formed which will require their own appropriate meeting, documentation and reporting protocols.

As part of the IPO preparation phase the issuer / company will need to conduct a number of activities alongside the preparation of the prospectus. These are summarized below: \ Due diligence of historical financial information (typically

completed by accountants)

\ Legal due diligence \ Preparation of detailed financial model (income

statement, balance sheet and cashflow with supporting assumptions)

\ Preparation of the valuation of the company based on various valuation techniques as required by the CMA (discounted cashflow, comparable company multiples, Tadawul Price Earning Multiples)

\ Based on valuation, shareholders set preliminary IPO price range

\ Preparation of working capital model (and associated working capital report by accountants)

\ Finalization of legal structure

\ Other due diligence (e.g. environmental, actuarial, etc.) if applicable

\ Preparation of appropriate supporting schedules for extraction of comfort in respect of the prospectus

\ Implementation of appropriate financial reporting controls prior to the IPO / listing (or alternatively the obligation to implement proposed controls with an implementation timetable in place, post IPO)

\ Confirmation of managements incentive plans.

Third step: Preparation phase

As mentioned earlier, the key to a successful IPO is for the company to plan early and start to structure itself and act like a public company well before its actual IPO. By the end of this phase, all IPO readiness requirements need to have been completed.

Ensure strong senior management team

Quality of management remains one of the most important non-financial factors considered by institutional investors in making a decision to subscribe to an IPO.

Establish a qualified audit committee

Improve internal control measures

Appoint a board with independent

members

Establish and implement an acceptable executive

compensation structure

Implement board meetings and

reporting process

32 33 Listing Guide

Valuation considerations

The valuation of the company and the related price at which the shares are offered to the investors is a critical aspect of the IPO preparation phase. Following is a brief description of different valuation methods that are typically adopted to value a business: \ Discounted Cash Flow Method -The DCF method, which

is an income based approach, is underpinned by the premise that the value of a business is based on the future cashflows that it will generate. This method involves estimating the future free cash flows on a year by year basis. It applies an appropriate discount rate on the projected free cash flow, which takes into account key business and operating risks of a business. It also takes into consideration the companys capital structure

\ Comparable company method The comparable company method, which is a market approach based method, values a business based on the trading prices of shares of companies engaged in similar lines of business and operating in the same industry sector as the company being valued. It entails identifying a suitable/relevant market multiple and applying these multiples to the companys financial parameters. Some of the commonly used market multiples are:

Price to Earnings (P/E)

Enterprise Value to EBITDA (EV/EBITDA)

Price to Sales (P/S)

Price to Book value (P/BV)

\ Net Asset Value Method The net asset value method is generally utilized when the value of an entity is closely related to the value of its underlying assets. The value for a business calculated under this method is based on the aggregate value of its net assets i.e. assets less liabilities as of the valuation date.

Prospectus preparation

The prospectus plays a vital role in the issuance of company shares. It is an official document published by the company that contains all the key information about the companys business, management, financial performance, risks, future plan of action etc. A prospectus also includes information relating to the securities to be traded and related terms and conditions. This information enables an investor to make an informed investment decision for that security.

Listed below are details of some of the other mandatory information which must be covered in a prospectus: \ Summary of the offer including total capital and

number of shares

\ Targeted type of investors

\ Contact details of all the key personnel involved in the IPO

\ Timetable showing key dates and the subscription procedure

\ Industry information for the sector in which the company operates

\ Organizational structure

\ Key financial information and management discussion and analysis

\ Dividend policy

\ Plans for application of funds from the offer

\ Key risk factors

\ Various declarations

\ Legal information

\ Documents available for inspection

\ External auditors report for the three financial years immediately preceding the date of publishing the prospectus.

For a full list of the required contents of the prospectus,

refer to annex 4 of the Listing Rules.

Timing the market offering

The company should ensure from the initial stages that the timing of the IPO is appropriate to achieve the desired valuation. To achieve this goal, a company needs to plan well ahead and accordingly should seek to:1. Manage the pressure appropriately: by recruiting

a highly qualified and experienced management team who can support taking the company public. Typically, a company would have to gather inputs from external advisors, including investment banks, authorized persons and auditors/financial advisers.

2. Seek the window of opportunity: The company should assess the market and investor receptiveness to a new security issuance in this particular industry. Also, the company needs to provide adequate time to implement any organizational and other readiness changes required pre-IPO.

34 35 Listing Guide

Fourth step: Submit IPO application

A company planning to list its shares submits an application to

CMA, along with various other documents as specified in the

CMA Listing Rules. Below, are some of the documents that are

submitted (hard copy and electronic) at the time of filing the

application for listing:

\ IPO application letter signed by an authorized officer of the company as per Annex 1 of the Listing Rules

\ Letter of appointment for the Financial and Legal Advisor

\ List containing names and civil registry numbers of directors, senior executives and their relatives

\ Draft prospectus in Arabic

\ All underwriting commitment letters

\ Issuers certificate of commercial registration and articles of association

\ Annual report and audited annual financial statements of the issuer

\ Latest interim financial statements

\ Report by an external auditor certifying the adequacy of working capital for the 12 months following the date of

publication of the prospectus

\ Legal and financial due diligence reports

\ Subscription form

\ Declarations as per Annex 2 outlined in the Listing Rules

The list provided above is not exhaustive, but illustrative in

nature. For a detailed list of documents required, please refer

to Article 19 of the CMA Listing Rules. For more information

related to Prospectus filing and its approval by CMA, visit

www.cma.org.sa Review Application and Prospectus

CMA reviews the submitted application, ensures it complies

with the Listing Rule, and informs the companys financial

advisor about the missing requirements. CMA also reviews

the submitted prospectus and assesses the adequacy of

its disclosures. If there are any discrepancies noted or

amendments needed in the submitted prospectus, the CMA

notifies the companys financial advisor.

Decision

Once the application is completed and all necessary

disclosures have been properly reflected in the prospectus,

the application will be presented to CMAs board of directors

for the decision.

Announce Decision on Website

Decision will be noted electronically through the websites of

CMA and Tadawul.

DecisionAnnounce Decision on Website

Review Application & Prospectus

Fifth step: CMA review and decision

Once a prospectus is prepared by the company and its advisors, it is submitted to the CMA for its review and decision.

Subject to submission of complete application, CMA reviews the prospectus and reaches a decision within 45 business days of

its submission. The typical process is as follows:

36 37 Listing Guide

Sixth step: Book building

This period covers the time after the CMA has approved the companys IPO application but before the commencement of the subscription phase where the shares are offered to the retail investors.

Pre-marketing requirements

The company needs to prepare detailed investor presentations together with the draft prospectus and other company media information prior to the road show of presentations to the selected institutional investors. The investor presentations are conducted by the management team. Additionally institutional investors would have access to key documents; including prospectus and valuation model, contained in a data room.

Building a pipeline of potential investors is also an important component of the pre-marketing exercise with the underwriting team. Companies also should be prepared to directly reach out to potential investors through ongoing dialogue, conference attendance and marketing visits.

Understanding the audience

The management preparing for the road show should build a rapport with the target investor audience. It is important to communicate a high level of excitement and passion during road shows as this helps create a PR buzz around the opportunity to invest in the companys IPO.

Extensive marketing

Marketing should be conducted through effective road show presentations, the focus of which is communicating the IPO story, the companys strategy and future growth plans all of which support the valuation price range. These road shows comprise extensive meetings and discussions with prospective investors that help gather ideas about their

investment criteria. Typically, institutional investors rely more on information gathered through these presentations than by visiting the company.

Price and allocation determination

Based on the levels of demand from institutional investors for the various ranges of share prices, together with the CMAs requirement for demand coverage, the offer price and preliminary allocation between retail and institutional investors will be determined. At this point, the companys financial advisor advises the CMA of institutional subscriptions and confirms allocations to the institutions. There will be clawback provisions agreed with the CMA such that high demand from retail investors during the IPO could result in a prorate lower allocation to institutional investors.

Seventh step: Subscription period

At this stage the price at which the companies shares will be offered to the public has been confirmed through the institutional book building process. Therefore prospectus can be finalized by inserting the offer price. Copies are lodged with the CMA, published on their website, and printed for distribution to receiving banks where they will be available for inspection by interested retail investors.

The subscription period runs for a set number of days stipulated by the CMA. IPO proceeds are received, share allocations and refunds for over subscriptions are made by the receiving banks. A final shareholder file is then sent to Tadawul along with the application for listing and request for a ticker symbol.

Eighth step: Listing

Tadawul allots shares to the shareholders as per the shareholders file and the start of trading of the companys shares in the secondary market commences.

Post-listing phase

After a company becomes public and its shares are listed, priced and allocated to investors, the post-listing phase of activities begins. These activities are equally as important as the pre-IPO preparations. A listed company is required to:

Keep investors interest alive

After the successful listing of a company, the company needs to retain and increase its value. Therefore, it is essential for the company to develop a proactive investor relations strategy with the objective of maintaining the stocks attractiveness.

This includes reaching out to current and potential investors with information about the companys business, management, market position, plans, etc. Typically, this is done through a variety of press conferences, conference calls and investor presentations. The investor relations team of a listed company also must try to attract the coverage of equity research analysts who play an instrumental role in presenting the facts in the best possible way to the investor community.

Keep its promises

Another key factor that the management of a listed company need to be mindful of is to ensure that any promises made during the IPO process are delivered. This includes appropriate usage of the IPO funds, meeting growth plans, achieving operational efficiencies, enhancing shareholder value and an improvement in share price.

The investor community keeps a close track of the usage of IPO funds. They prefer the money to be used for accelerating the companys growth by developing new products and services, entering into new geographic markets, expansion of operations, acquisition of other companies, investment in latest technology, cost reduction programs, etc.

The management must also try to keep its operational and financial targets realistic because meeting or exceeding these

targets adds to investor confidence and helps in the long term outlook of the company.

Indicative listing related costs

There is no fixed cost related to listing of shares as the listing costs associated with the share offerings vary from company to company. In general, the cost is based on various factors that include: \ Readiness of the company

\ Size and complexity of companys operations

\ Quality and availability of company management team to support the IPO process

\ Amount of pre-IPO restructuring required

\ Experience of the Financial Advisor, especially in leading IPOs in the companys sector

\ Amount invested in promotional campaigns

\ Profile of advisors appointed

The table opposite highlights the total subscription cost as a percentage of the total offer value for companies that listed during the period 2010 to 2014. There is some element of fixed costs in the total cost of subscription so as a percentage of the offered value, larger IPOs tend to have a lower cost to value ratio.

38 39 Listing Guide

Year/issuerTotal value of offered shares

(SAR 000)

Total cost of subscription

(SAR 000)

Cost to value %

2010

Herfy Foods 413,100 13,667 3.31%

AlSorayai Group 243,000 17,000 7.00%

Shaker 514,500 22,000 4.28%

Al-Khodari 612,000 25,000 4.08%

2011

Aslak 331,500 17,000 5.13%

Extra 396,000 16,000 4.04%

2012

Takween 234,000 21,000 8.97%

AlTayyar 1,368,000 50,000 3.65%

Saudi Airlines Catering Company 1,328,400 33,000 2.48%

Dallah Health 539,600 20,000 3.71%

2013

Care 364,500 14,000 3.85%

Bawan 540,000 26,000 4.80%

2014

Farm Superstore 270,000 13,000 4.81%

Al Hokair Group 825,000 26,000 3.15%

Al Hammadi 630,000 20,000 3.17%

NCB 22,500,000 25,000 0.11%

EIC 729,000 20,000 2.74%

The table below shows the total offer value for companies that listed during the period 2010 to 2014 Tadawul fees

Tadawul charges annual listing fees based on the paid up

capital of the company which covers costs associated with

providing the share registry related services. The table

outlines the various fee brackets.

Annual registry fee (SR)

Capital (million) Cost

Up to 100 180,000

+100 200 220,000

+200 500 300,000

+500 2,000 400,000

+2,000 5,000 500,000

+5,000 10,000 600,000

+10,000 700,000

40 41 Listing GuideResponsibilities Of A Publically Listed Company

42 43 Listing Guide

Effective Corporate Governance

As the MENA region integrates more into the global

economy, the importance of effective corporate governance

becomes more significant than ever as it helps to improve

competitiveness, transparency, domestic and foreign investor

attractiveness and social accountability.

The CMA regulations define corporate governance as

a mechanism to control and direct all the companys

activities to protect the rights of the shareholders and other

stakeholders (such as employees, customers and suppliers).

The governance framework constitutes a coherent set of

procedures and organizational arrangements that govern the

relationship between the shareholders, board of directors

and executive management that are aimed at achieving the

companys long-term strategic objectives.

Corporate Governance Regulations also specify the rules and

standards governing the companies management listed in

the exchange. The regulation constitutes as guiding principles

in applying some of its articles but must disclose the provisions

that have been implemented and the provisions that have

not been implemented.

To view the mandatory articles in the regulation, check

http://www.cma.org.sa/En/Pages/Implementing_Regulations.aspx

Responsibilities of a publically listed company

Improves transparency

and disclosures

Secures rights of

shareholders

Imposes accountability and

improves performance

Ensures effective

internal controls

Advantages Of Corporate Governance

Encourages investment

The CMA Corporate Governance Framework

In order to ensure compliance with the best corporate

governance practices, CMA has set out a clear corporate

governance framwork covering 3 main areas:

\ The rights of shareholders covering general rights, meeting,voting and distribution rights

\ Disclosure and transparence setting out policies and procedures for information disclosure and disclosure in

board reports

\ Board structure and responsibilities setting out the basic functions of the board, its responsibilities and

composition, and the role and responsibility of other

committees such as the audit and remuneration

committee.

Good corporate governance ensure fairness in the work

environment and transparency and the accountability

of those responsible for their actions. The following chart

shows number of points about the importance of corporate

governance.

\ Corporate Governance booklet which summarizes the importance of governance and covers, for example, but

not limited to: the core functions of Board of Directors,

the classification of its members and its key functions,

it also provides simplified explanation about board

committees.

\ A Guide for the Shareholder in General Assemblies of Listed Companies in the Saudi Capital Market which

aims to activate the role of shareholders in the General

Assemblies and to increase their awareness of the

principles of corporate governance for listed companies

and other related requirements.

\ How to read the listed company board Directors report which demonstrates the importance of Board of Directors

report, where its considered to be one of the important

sources of data and information needed by investors.

\ Guidelines for Corporate Governance regulation which aims to clarify the requirements of the Corporate Governance

Regulations.

In Capital Market Authority (CMA) there is a specialized unit

(Corporate governance practices unit) under the corporate

governance department which supports and stimulates

companies to apply the best practices in corporate governance

and to contact the unit on this matter: cgd@cma.org.sa.

The above-mentioned aspects relating to establishing and

maintaining an effective corporate governance framework

are an important on-going responsibility of a listed company.

For the capital market authority to ensure better practices, it

offers presentations for newly listed companies to introduce

corporate governance and disclosure requirements explaining

all the related aspects. The Authority also continuously issues

awareness booklets designed to raise investment awareness.

Number of booklets were issued related to corporate

governance:

44 45 Listing Guide

Secures rights of shareholders

The CMA regulations define the rights which can be exercised by the shareholders. Shareholders awareness of their rights is a key factor in terms of engaging with them to actively participate in the oversight of a companys growth and its performance.

Improves transparency and disclosures

Holding the board of directors accountable for timely disclosure of information to the shareholders helps enhance transparency and has a positive effect on shareholder confidence.

Ensures effective internal controls

The board is responsible for formulating the appropriate internal control policy framework and ensuring its effective implementation thus identifying any areas requiring improvement. This enhances the reliability of the information shared with the shareholders and other stakeholders.

Imposes accountability and improves performanceWith increased focus on managements accountability, and poor performance reflecting inefficiency, management is motivated to extend its best efforts for improvement throughout the company.

Encourages investmentEstablished norms and effective monitoring of compliance by the regulatory body helps to win the confidence of investors and thereby enhances the scope for additional investment. Good corporate governance can reduce the risk premium investors place on each company which can have the effect of increasing the valuation of the companys shares.

Enhanced governance cultureMonitoring implementation of effective governance requires major changes in the management structure of private companies which can make the process of implementation difficult at the initial stage.

Mechanism for selecting board membersCorporate governance specifies the required skills to be possessed by members of the board and the various board committees. Finding appropriate board members, including independent directors, can be a challenging task.

The company must have clear policies and procedures for the membership of the board of directors.

Improving process of internal controlsDefining the elements and extent of controls which could be considered as effective may vary from person to person and be dependent upon each persons experience. Therefore, ensuring the effectiveness of internal controls can be difficult and requires to be kept under regular review.

Effective work by committeesCorporate governance requires the formation of various board committees to ensure the effectiveness of internal controls and adequacy of appropriate skills on the board. The effectiveness of such committees depends upon the membership of and the persons appointed to chair such committees.

For more information, please visit www.cma.org.sa

Mechanism for selecting

board members

Enhanced governance

culture

Effective work by

committees

Improving process

of internal control

Challenges Of Corporate Governance

Obligation to disclose

Obligationsand disclosures

material developments

disclosures

Miscellaneous

fi nan

cial in

form

ation

Disclosure of

related to securities

Disclosure

Obligations And Disclosures

Obligations And Disclosures

With the companys listed entity status, comes a new set of responsibilities. Once a company is listed, the interest of various stakeholders is directly dependent upon its decisions and performance so it becomes obligatory for the company to keep its stakeholders informed about decisions being taken and its ongoing operational and financial performance. This helps investors to make an informed decision regarding the continuity of their investments. Some of the key obligations of a listed entity and disclosures to be made by its board are categorized below.

Obligation to disclose material developmentsTransactions, events or announcements are considered to be a material development if any such activity is of a nature that would influence investment decisions by current or prospective stakeholders.Possible material developments are: \ Purchase or sale of assets at a price equal to or greater

than 10% of net assets

\ Raising debt equal to or greater than 10% of net assets \ Losses equal to or greater than 10% of net assets \ Significant change in a companys production

environment

\ Any changes in the composition of the board of directors or to CEOs position of the issuer

\ Legal proceedings involving value equal to or greater than 5% of net assets. Movement of 10% or more in net assets base or gross profit

\ Related party transactions \ Unexpected termination of a customer agreement

involving at least 5% of gross revenue

\ Any interuption in the princple activities of the issuer or its subsidiaries.

Disclosure of financial informationKeeping investors periodically updated with the financial performance and financial position of the company is critical from an investors point of view. Therefore, it is mandatory for

listed companies to provide certain information as highlighted below: \ Prior to publication the interim and annual financial

statements of an issuer must be approved by the directors and signed by a director, CEO and CFO.The board of directors report must be filed with the Authority immediately upon approval by the directors

\ The issuer shall announce to the exchange through the electronic applications its interim and annual financial statements prior to being published to the shareholders or third parties

\ Provision of interim financials to the CMA and announcement to public not later than 15 days after the end of the interim financial period

\ Provision of annual financials to the CMA and announcement to public not later than 40 days after the end of annual financial period

\ Submission of external auditors annual report along with confirmation of their compliance with auditors independence , as per the rules and regulations of Saudi Organization for Certified Public Accountants (SOCPA).

46 47 Listing Guide

Disclosure related to securities

The issuer of securities is required to disclose the following events without any delay to the CMA and the public: \ Change in persons holding more than 5% of the issued

shares or convertible debt instruments of the company or of any significant changes in the holdings of such persons

\ Proposed change in the capital of the company

\ Decision to pay/declare or not to pay/declare dividend

\ Alteration in rights to shareholders or debt holders

\ Decision to buy back securities along with the recommended price

\ Any decision not to make payment in respect of debt instruments or convertible debt instruments.

Miscellaneous disclosures

Certain transactions or events which cannot be classified in the above categories but are essential to be disclosed as per the Listing Rules: \ Alteration in the articles of association, location of office

or auditor of the company

\ Convening a general assembly and its agenda

\ Resolution to dissolve the company

\ Any judgment having a negative impact on access to or utilization of more than 5% of the net assets of the company

and for all disclosure requirements see

http://www.cma.org.sa/Ar/FormsSite/Pages/Disclosure.aspx

Public and investor relations

Investor relations is an ongoing activity of a company through which it communicates with its investment community. Usually, communications that listed companies undertake are a mix of regulatory and other activities. Investor relations is essentially the part of stock market life that sees companies interacting with existing shareholders, potential investors, analysts, and journalists.

As it serves as a function to inform and update the investment community, investor relations activity is very much seen as a regular ongoing responsibility rather than an occasional one. The main activities of public and investor relations include: \ Shareholders and investor communications enabling

good decision making by information disclosure, resolving issues, building communications by social partnership and thereby strengthening shareholder loyalty

\ Shareholders register \ Calling shareholders meetings \ Constituent, ordinary and extraordinary assembly \ Resolutions at shareholders meetings \ Releasing results to shareholders \ Replying to queries raised by shareholders \ Maintaining investor relations information on websites \ Rights and obligations

Investor relations activity is not only required to create an awareness and understanding of the company amongst the investment community, it also facilitates access to capital, thus helping to maintain liquidity in and a fair valuation of the companys shares.

The success of an investor relations function often depends on the following: \ The ease with which a listed company obtains access

to new capital. Often investor relations activities help to develops relationships with the investor community over time so that participants become aware of the company and its investment

\ Liquidity achieved by the companys shares. Regular updates to the investment community help create a higher profile forthe company. Depending on the availability of shares, this can attract pools of buyers and sellers and increase the potential for higher frequency trading in the companys shares.

\ Fair valuation of the companys shares. Communication with the investment community enables a company to record its performance and its strategy using publicly disclosed information. It also helps a company to understand how it is being evaluated and whether the markets expectations are in line with its own

\ Availability of information for market ranking in terms of size, profitability, growth, etc. can help in peer benchmarking by investors.

Investor relations will not automatically guarantee a company a heightened profile, easy access to capital, liquidity in its shares or a fair share price. There are other external factors in addition to a companys own performance, including economic factors, confidence in the management and the competition for investors money which can have an impact on how a company is perceived by the investor community

Investor relations

Return

Result

Investor community

\ Institutional investors

\ Private investors

\ Analysts

\ Media

Company

Output Information

through investor relations

Fair valuationLiquidityEasier access to

capital

48 49 Listing GuideRole Of The Capital Market Authority (CMA)

50 51 Listing Guide

Flow of regulatory functions

Role of the Capital Market Authority (CMA)

\ Prudential Rules \ The Resolution of Securities Disputes Proceedings Regulations \ Anti-Money Laundering and Counter-Terrorist Financing Rules \ Merger and Acquisition Regulations \ Investment Funds Regulations \ Corporate Governance Regulations \ Real Estate Investment Funds Regulations \ Securities Business Regulations \ Authorised Persons Regulations \ Market Conduct Regulations \ Offers of Securities Regulations \ Listing Rules

Formation of the Capital Market Law

Formation of the Capital

Market

Introduction to CMAThe Capital Market Law was promulgated through Royal decree No. M/30 issued on 1424H/2003G. Article 4 of the Capital Market Law officially established the Capital Market Authority with the objective of formulating regulations to ensure an appropriate investment environment and the protection of investors in the Saudi Arabian capital market.

Functions and responsibilities of CMACMAs functions are to regulate and develop the Saudi Arabian capital market by issuing the rules and regulations required to implement the provisions of the Capital Market Law. The basic objectives are to create an appropriate investment environment, boost investor confidence, reinforce transparency and disclosure standards across all the listed companies and protect investors and dealers from illegal acts in the market.

Duties of CMACMA is broadly entrusted with the following duties: \ Regulate and develop the capital market and promote

appropriate standards and techniques for all sections and entities involved in Securities Trade Operations

\ Protect investors and the public from unfair and unsound practices involving fraud, deceit, cheating, manipulation, and inside information trading

\ Maintain fairness, efficiency, and transparency in transactions of securities

\ Develop appropriate measures to reduce risks pertaining to transactions of securities

\ Develop, regulate, and monitor the issuance of securities and under-trading transactions

\ Regulate and monitor the activities of entities working under CMA

\ Regulate and monitor full disclosure of information related to securities and issuers.

Market Conduct Regulations

Market Conduct Regulations define the standard code of conduct for all participants to ensure the smooth functioning of the market and provide various rules to be followed by all market participants.

Some of the provisions and contents of the market conduct regulations from a broader perspective are:

Prohibition of manipulation and deceptive acts or practices 1. Any person or organization is prohibited from engaging

in any activity relating to manipulation of the market or any acts of deception in connection with an order placed or transaction in a security.

2. No person or company shall directly or indirectly place an order or execute a transaction to give a false or misleading impression of trading activities or influence the market to create an artificial bid, price or trade price for any security.

3. Any action, including making a fictitious trade or effecting a trade in a security that involves no change in its beneficial ownership, will be considered as manipulative or deceptive.

4. Entering an order(s) for the sale/purchase of a security with the prior knowledge that an order(s) of substantially the same size, time and price for the sale/purchase of that security, has or will be entered is prohibited.

5. Purchasing or making offers to purchase/sell a security in a pattern of successively higher or lower prices.

6. Entering an order(s) for the sale/purchase of a security to predetermine the sale, ask or bid price.

Insider trading

What is Insider trading?Insider trading is the buying or selling of any companys shares or other security listed on the stock exchange, by an individual or a group of individuals, who have access to non-public information about the company and take advantage of such information for vested interests.

Who is classified as an Insider?An individual who is a key member of the management of the company or who has any family relationship with the management of the company or a business or contractual relationship with the management of the company would be considered an insider. An insider is also someone who has access to non-public information.

What is non-public information?Information about a company, whether positive or negative, which is not in the public domain, but which may have a material impact on the price of the stock when released.

Prohibition on disclosure of insider information

An individual who has any non-public information is prohibited from disclosing such information to any other person who would be able to take undue advantage for personal benefit.

An individual who is not an insider is also prohibited from disclosing information about any companys security to any individual who may trade in the security based upon the information received.

Untrue statements

What is an untrue statement?A statement is considered to be untrue in the following cases: \ Discloses false or inaccurate information \ Influences another person to make false or inaccurate

information

\ Misrepresents material fact in a statement \ Influences another person to misrepresent a material fact \ Hides a material fact linked to a statement while it is

being made

Market conduct prohibits any individual from furnishing untrue statements to influence the price of securities in the capital market.

Liability for quoting untrue statementA person making an untrue statement shall be liable to compensate a claimant who incurs a loss from acting upon the untrue statement which otherwise would not have been incurred.

52 53 Listing Guide

Foreign company listed on foreign

exchange

Listing on Tadawul if

complies with the conditions

Apply to Capital Market Au-

thority for listing in Saudi

Would be permitted

if listing rules in foreign

exchange are similar to

Saudi listing rules

Foreign companies intending to list their securities on Tadawul will have to make an application to CMA. New regulations only permit cross-listing of securities. Approval would be at the sole discretion of CMA after being satisfied with regard to the similarity of Listing Rules in the foreign exchange.

Please refer to Article 14 of the CMA Listing Rules which are available at www.cma.org.sa

Listing of foreign companies in Saudi Arabia/Dual listing

What is cross-listing?

The listing of a companys shares on a different exchange than its primary and original stock exchange is called a cross-listing (or dual-listing). The Listing Rules issued by the CMA now allow for the cross-listing of foreign listed entities.

The regulations highlighted in the previous pages

provide references to important rules for market conduct. For more details, please refer to Market Conduct Regulations issued by the board of CMA at www.cma.org.sa

GCC markets performance indices over the past three years

-3.1%

-16.4%

-17.0%

-11.7%

-15.7% -6.8%

-4.8%

-20.1%

1.1% 2.1%

19.9%

9.5%

1.2%

25.5%

27.2%

17.2%

24.2%

107.7%

63.1%

18.6%

6%

-30.0%

-15.0%

0.0%

15.0%

30.0%

45.0%

60.0%

75.0%

90.0%

105.0%

120.0%

2011 2012 2013

TASI KSE BSE QSE DFM ADX MSM

Source: Saudi stock exchange (Tadawul)

-3.1%

-16.4%

-17.0%

-11.7%

-15.7% -6.8%

-4.8%

-20.1%

1.1% 2.1%

19.9%

9.5%

1.2%

25.5%

27.2%

17.2%

24.2%

107.7%

63.1%

18.6%

6%

-30.0%

-15.0%

0.0%

15.0%

30.0%

45.0%

60.0%

75.0%

90.0%

105.0%

120.0%

2011 2012 2013

TASI KSE BSE QSE DFM ADX MSM

%-2.37

%-13.43

%14

.23

%18

.36

%11

.99

%5.56

%-7.19

%-30.0

%-15.0

%0.0

%15.0

%30.0

%45.0

%60.0

%75.0

%90.0

%105.0

%120.0

20142013

%25

.5

%27

.2

%17

.2

%24

.2

%10

7.7

%63

.1

%18

.6

2012

%-6.8

%-4.8

%2.1

%19

.9

%9.5

%1.2

%6

54 55 Listing Guide

Tadawul is the most liquid market in the GCC Tadawul value traded represents 72.5% of GCC total traded value in 2014. TASI is within the average of some leading emerging markets

Source: Saudi stock exchange (Tadawul) Source: Saudi stock exchange (Tadawul) & MSCI Indices

-3.1%

-16.4%

-17.0%

-11.7%

-15.7% -6.8%

-4.8%

-20.1%

1.1% 2.1%

19.9%

9.5%

1.2%

25.5%

27.2%

17.2%

24.2%

107.7%

63.1%

18.6%

6%

-30.0%

-15.0%

0.0%

15.0%

30.0%

45.0%

60.0%

75.0%

90.0%

105.0%

120.0%

2011 2012 2013

TASI KSE BSE QSE DFM ADX MSM

2014% 72.5

% 4.8

% 0.1 % 12.9

% 2.6

% 6.3

% 0.8

80.00

85.00

90.00

95.00

100.00

105.00

110.00

115.00

120.00

125.00

130.00

January-14

February-14

March-14

April-14

May-14

June-14

July-14

August-14

September-14

October-14

November-14

December-14

TASI

MSCI EM

MSCI EURO (DM)

MSCI North America (DM)

MSCI World (DM)

MSCI Far East (DM)

MSCI FM

MSCI GCC Ex. KSA

56 57 Listing Guide

Market capitalization of Tadawul compared to market capitalization of emerging market in last three years The average of velocity compared to emerging market in last three years

End 2013End 2012End 2011

Hong Kong Exchanges

Bombay SE

Shenzhen SE

Singapore Exchange

Bursa Malaysia

MKB (Istanbul)

Egyptian Exchange

Saudi Stock Market Tadawul

3,38

,890

48,6

82

1,97

,074

3,95

,624

5,98

,273 10

,54,

685

10,0

7,18

3

22,5

8,03

5

3,73

,424

59,1

82 3,15

,198

4,66

,588

7,65

,078

11,5

0,17

2

12,6

3,33

5

28,3

1,94

6

4,67

,428

61,6

30 1,95

,746

5,00

,387

7,44

,413

14,5

2,15

4

11,3

8,83

4

31,0

0,77

7

0

5,00,000

10,00,000

15,00,000

20,00,000

25,00,000

30,00,000

35,00,000

0

50

100

150

200

250

300

Hong Kong Exchanges

Bombay SE

Shenzhent SE

Singapore Exchange

Bursa Malaysia

MKB (Istanbul)

Egyptian Exchange

Saudi Stock Market Tadawul

Avg. 2012 Avg. 2013Avg. 2011

86.5

%

33.1

%

209.

5%

34.4

%

47.7

%

269.

1%

14.7

%

64.0

%

137.

8%

30.2

%

113.

5%

26.6

%

33.5

%

206.

0%

8.7%

39.1

%

78.1

%

21.0

%

214.

2%

29.6

%

37.7

%

265.

7%

7.4%

42.7

%

Source: Saudi Stock Exchange (Tadawul) & World Federation of Exchanges (WFE) Source: Saudi Stock Exchange (Tadawul) & World Federation of Exchanges (WFE)

2014 2013 2012

373,

424

59,1

82

315,

198

466,

588

765,

078

1,15

0,17

2

1,26

3,33

5

2,83

1,94

6

467,

428

61,6

30

195,

746

500,

387

744,

413

1,45

2,15

4

1,13

8,83

4

3,10

0,77

7

3,23

3,03

1

1,55

8,30

0

2,07

2,42

0

752,

831

459,

004

219,

763

70,0

84483

,438

0

5,00,000

10,00,000

15,00,000

20,00,000

25,00,000

30,00,000

35,00,000

2014 2013 2012

0

50

100

150

200

250

300

%13

7.8

%30

.2

%11

3.5

%26

.6

%33

.5

%20

6.0

%8.

7 %39

.1

%78

.1

%21

.0

%21

4.2

%29

.6

%37

.7

%26

5.7

%7.

4

%42

.7

%46

.3

%8.

7

%34

1.7

%36

.1

%29

.6

%18

8.2

%38

.4

%11

8.4

58 59 Listing GuideTadawul Services

60 61 Listing Guide

Tadawuls services

Tadawul provides three core services:

Tadawul services

Trading services

Trading services include buying, selling, clearing and settlement of shares. Tadawul trading services combine all local equity

trading into one single market.

Its trading services also provide the transfer of ownership immediately after matching the buy and sell orders. It has an

efficient and short trading cycle and enables trading strategies that ensure that investors may buy and sell multiple times

during the day. It also provides accurate and speedy settlement to ensure that 100% of all trades are settled on the day

of execution.

Trading Services

DepositoryServices

ListingServices

Orders placed in the market can stay for:

1. One day

2. Current week

3. Current month

4. Up to 30 days

Fill or Kill order where the order will be automatically cancelled if not filled immediately.

Market prices and announcements are instantly notified to banks, third party vendors and investors and published on Tadawuls website.

Provides equal access to the market for all market participants, maintains trade execution priorities, and provides an electronic order form via brokers to ensure geographic equality of service.

Flexibility FairnessTransparency

Trading services provide the following advantages:

Depository services

Tadawul also performs the functions of the Securities

Depository Centre wherein it executes transactions related to

deposits, transfers, settlements, clearing and registration of

ownership. The goals and functions of a Securities Depository

Centre are:

1. Advanced Technology: It is the prime function of

the stock exchange to provide the required variety of

technically advanced services for issuers, members and

investors in Tadawul.

2. Saving, maintaining and updating shareholder

records: After the company has been listed, one of the

major challenges it faces is maintaining a database of

its shareholders. Tadawul provides services to ensure

saving, maintaining, and updating shareholders records

on a regular basis.

3. Rules and regulations implementation:

Tadawul ensures that it adopts and implements rules,

policies and procedures fairly and effectively, while

reducing risks related to the market operation.

62 63 Listing Guide

4. Saving documents and transactions:

The Depository Centre is also responsible for saving

documents for transactions and transfers on the records

of the shareholders, including those related to family

and inheritance matters.

5. Services provided to unlisted issuers:

The Depository Centre provides services such as registry

services, managing corporate actions such as IPO,

capital increase/decrease, mergers and acquisitions,

shareholders general meetings, management and

e-voting services, sharebook reporting, dividend

entitlement and payment status, electronic ownership

inquiries, etc. to unlisted issues.

Listing services

Listing allows companies and owners to use the capital

market to raise funds needed for expansion and other

purposes and is one of the services provided by Tadawul.

Whenever a company plans to list itself, it receives the

benefits and faces the challenges discussed earlier in

this Guide.

Additional services

Tadawul provides the following additional services to various

listed and unlisted companies that helps in increasing the

level of confidence and transparency, bridging the gap

between companies and their shareholders and also helps in

applying Corporate Governance:

1. Electronic voting: The opportunity for investors to vote

on company resolutions without attending the general

meetings. This facility helps in increasing shareholder

participation and hence the efficiency and effectiveness

of shareholder meetings is improved.

2. AGM management: Integrated management services

to various companies for the smooth conduct of

general meetings including conditions of voting, voting

ballots, collection and counting of votes, and other

administrative aspects.

3. Dividend entitlement & payment status: Dividend

reporting services provide a unified communication

and reporting service to allow investors to extract

entitlement reports. It also provides a means for issuers

to report dividend payment status to investors and

whether payments have been received or not.

4. Trading restriction services: Assists in maintaining

corporate governance obligations by prohibiting

executives (insiders) from dealing in securities.

5. Tawasul services: Tawasul provides a full infrastructure

for issues to maintain regular communication with

shareholders using different communication channels.

6. Sharebook reporting: Tadawulaty offers a

service which allows issuers to obtain a list of

their shareholders at a specific date. This list of

shareholders called the Sharebook Report can facilitate

communication between the issuer, shareholder and

Tadawul.

7. Media centre service: The media centre is designed to

host many activities of listed companies including:

\ Signing agreements with IPO managers

\ Holding meetings and assemblies

\ Organizing events related to listing the shares of a company on its first day of trading

\ Organizing the ordinary, extraordinary meetings.

For more details, please refer to Tadawultrys website at:

http://tadawulaty.tadawul.com.sa

64 65 Listing GuideFAQs and Glossary

66 67 Listing Guide

What is Tadawuls role?

Tadawul Operates the market effectively and efficiently, ensures market integrity, quality and fairness, supports investor education and awareness efforts develop service excellence for customers (brokers, issuers, investors, vendors, etc.) Also, develops the Exchanges capabilities and competencies.

What is CMAs role?

CMAs functions are to regulate and develop the Saudi Arabian capital market by issuing the rules and regulations required to implement the provisions of the Capital Market Law. The basic objectives are to create an appropriate investment environment, boost investor confidence, reinforce transparency and disclosure standards across all the listed companies and protect investors and dealers from illegal acts in the market.

Why should I list my company on Tadawul?

Tadawul provides a platform for companies to attract various investors through access to the exchanges large liquidity pool and borad investor base complimented by its state of the art trading infrastructure which connects investors, traders and brokers. Saudi Arabia being the largest economy within the region adds to the strategic significance of Tadawul and enhances its attractiveness further.