Tehran Stock Exchange Listing Rules. Unofficial Translation

Transcription

1 Tehran Stock Exchange Listing Rules Unofficial Translation 22 December 2007

2 Tehran Stock Exchange Listing Rules The Rules, constituting 61 articles, 20 notes and 5 appendices have been proposed by Tehran Stock Exchange (hereafter called TSE) and approved by the Board of Directors of the Securities & Exchange Organization (hereafter called SEO) on 22/12/2007, according to the Article 30 of Securities Act approved in 2005 and the Article 16 of the Enforcement Regulations approved by the Board of Ministers on 24/6/2007. Page 1 of 30

3 Contents SECTION 1- GENERAL 3 Part 1: Definitions 3 Part 2: Admission Board 4 SECTION 2- LISTING REQUIREMENTS 5 Part 1: Markets 5 Part 2: Ordinary Shares 5 Part 3: Participation Bonds 11 SECTION 3- LISTING PROCEDURE 13 Part 1: Advisor 13 Part 2: Documentations 14 Part 3: Investigations 16 Part 4: Offering 17 SECTION 4: ONGOING CONDITIONS FOR LISTING 18 SECTION 5: SUSPENSION AND DELISTING 19 Part 1: Suspension 19 Part 2: Delisting 20 Part 3: Voluntary Delisting 21 SECTION 6: OTHERS 23 Part 1: Fees 23 Part 2: Other Regulations 23 APPENDICES 26 Page 2 of 30

4 Section 1- General Part 1: Definitions Article 1- Words and terms in the rules are used with the same meaning as defined in the article 1 of the Securities Market Law and the Articles of Association of TSE. Other terms are used with the following meanings: 1. Listing: The process of including and trading of securities of a company on TSE after meeting the requirements of the rules by the company. 2. Applicant: an issuer of securities who is applying for listing of its securities. Suspension: Temporary halt of trading on listed securities as a result of a violation of provisions of the rules. 3. Delisting: cancellation of listing of a security. 4. Admission Board: the Board established according to the Article 2 of the rules. 5. Adviser: the main contact person between an applicant and TSE, doing part or all of the applicant's responsibility on his behalf during the listing process. 6. Prospectus: a document containing a set of information which TSE is required to issue for public on its website when a security is being listed. Page 3 of 30

5 Part 2: Admission Board Article 2: the admission board constitutes five members and a secretary: 1. The chairman of the board of directors of SEO or a member of the board of directors as a representative of the chairman. 2. The chairman of the board of directors of TSE or a member of the Board of Directors as a representative of the chairman. 3. An expert in accounting, auditing or finance with the knowledge of industry, proposed by the Board of Directors of the Securities & Exchange Brokers Association and approved by the Board of Directors of SEO. 4. An expert in accounting, auditing or finance with the knowledge of industry, appointed by the board of directors of SEO. 5. An expert in accounting, auditing or finance with the knowledge of industry, appointed by the board of directors of TSE. 6. Chief Executive Officer of TSE as the secretary of the admission board without voting right, or one of TSE officers as the representative of him. Note (1): The chairman of the board of directors of SEO or his representative will be the chairman of the admission board. Note (2): The membership term for those included in paragraphs 3 to 5 of the article is 2 years and they may be appointed for maximum 3 continuous terms. Note (3): Those subject to paragraphs 4 and 5 of the article and those subject to the paragraph 3 of the article may be changed, going through all formalities included in paragraph 3 of the article, before termination of the office term by respectively the appointment authority and offering authority or SEO. Note (4): Admission board may invite other experts and representatives of applicants to attend the sessions. These individuals do not have voting right. Article 3- The conventional limit for holding the admission board session is three members one of whom is SEO's president or his representative. Page 4 of 30

6 Section 2- Listing Requirements Part 1: Markets Article 4: TSE has two markets, the main market and the secondary market. The main market has two Boards, the main board and the secondary board. Ordinary shares are listed in only one of the boards in the first market or in the secondary market. Applicants should file and submit their listing application for the main or the secondary board of the main market or the secondary market, to the Exchange. Part 2: Ordinary Shares a. General Requirements Article 5: To be listed in the markets an ordinary share should meet the following requirements: 1. It should be registered with SEO. Note: Companies with non-registered ordinary shares may send their application for TSE; however, they cannot be listed in TSE before the registration with SEO. 2. There should be no effective legal or regulatory restriction for transfer of it or application of voting right by its holders. 3. It should be non-bearer and with voting right. 4. It should be fully paid. Page 5 of 30

7 b. Eligibility to be listed on the Main Board of the Main Market Article 6: An applicant, for listing its ordinary shares on the main board of the main market should meet the following requirements: 1. It should be a corporation with at least IRR 200 Billion as registered capital. 2. Its total capital should be attributed to ordinary shares and no specific right should be considered for its shareholders. Note: Shares of companies whose part of shares has specific rights may be listed subject to meeting the relevant rules and obtaining the admission board approval % of its registered shares should be floating and it should have at least one thousand shareholders. Note: Non of the following items are considered as floating shares if they are more or equal to 5% of total shares of the company: a. Shares held by each shareholder. b. Shares owned by relatives. c. Shares owned by legal entities in the same group with direct or indirect ownership. 4. It should have a three years experience in the relevant industry and during the period it should not change its field of activities. Also, office term of at least two of the current officers of the company should be passed at least 6 months. Note: The admission board may accept the activity records of the applicants established as a result of merging or changes in structure, provided that the records conform to the current activities. Anyway, the applicant should have at least one year experience in its current structure of activity. Page 6 of 30

8 5. It should be profit making for three successive financial periods ended the listing date, two of which should be complete fiscal years. Also there should be a clear view of its continuous profit making and solvency in the industry. 6. It should not have retained losses. 7. According to its last audited financial statements, equity to total assets ratio should be at least 30%. 8. The articles of association of the applicant should be compliant with the sample articles of association approved by the board of directors of SEO and requirements determined by SEO and other qualified authorities. 9. It should have a high quality operating income and a positive total net cash flow arising from its operating activities during the two fiscal periods ended the listing date. 10. The auditor's report on its financial statements of two fiscal periods ended the listing date should not express a qualified opinion and if so the explanatory paragraphs should not indicate a material non adjustment of revenues, expenses, gains, losses and liabilities of the applicant. 11. There should be no legal claim for or against the company with material effects on its financial statements. 12. It should have an ideal accounting information system (including financial accounting and accounting for cost) proportional to its activity and meet the listing requirements (including providence and disclosure of reliable and timely financial information). Article 7: the board of directors, the chief executive officer and the officers of the applicant should not have any professional bad reputation or confirmed criminal record or violation record according to the rules and regulations governing the securities market. Page 7 of 30

9 Article 8: In addition to the provisions of the rules, an applicant should comply with specific principles and take legal permissions which are required for its establishment. Article 9: Except for obligatory transfers, any transfer of more than 50% shares of controlling shareholders, before the second year of being listed ends, is subject to the written approval from TSE and the admission board. c. Eligibility to be listed on the Secondary Board of the Main Market Article 10: An applicant of ordinary shares listing on the secondary board of the main market should meet the specific requirements of listing on the main board of the main market, the provisions of the rules as well as the following requirements: 1. It should be a corporation and its registered capital should be at least Rls100 billion. 2. Floating shares percent and the number of shareholders of the company should be at least 15% of the registered capital and 750 individuals respectively. 3. According to the last audited financial statements of the company, equity to total assets ratio of the company should be at least 20%. 4. It should be profit making for two successive financial periods ended the listing date. Also there should be a clear view of its continuous profit making and solvency in the relevant industry. Page 8 of 30

10 d. Eligibility to be listed on the Secondary Market Article 11: An applicant of ordinary shares listing on the secondary market should meet the specific requirements of listing on the main board of the main market, the provisions of the rules as well as the following requirements: 1. It should be a corporation and its registered capital should be at least Rls 30 billion. 2. Floating shares and the number of shareholders of the company should be at least 10% of the registered capital and 250 individuals respectively. 3. According to the last audited financial statements of the company, equity to total assets ratio of the company should be at least 15%. 4. It should be profit making for one financial period ended the listing date. Also there should be a clear view of its continuous profit making and solvency in the relevant industry. 5. It should have at least one market maker. Note: Maximum term for listed securities to remain in the market is more than 3 years for companies with more than Rls 100 billion capital. e. Requirements for Transfer of Listed Ordinary Shares Article 12: TSE is obliged to transfer a company listed on the secondary board of the main market to the main board of the main market if it meets the necessary requirements for this and the following requirements, subject to the approval of the admission board and according to the information at the yearend: 1. It should be passed at least one year after being listed on the secondary board of the main market. Page 9 of 30

11 2. Trading days of the company should be at least 35% of total trading days in the year. Also, at least 4.5% of the registered shares of the company should be traded in the period, irrespective of block trades. Article 13: TSE is obliged to transfer a company listed on the secondary market to the secondary board of the main market if it meets the necessary requirements and the following requirements, subject to the approval of the admission board and according to the information at the year end: 1. It should be passed at least one year after being listed on the secondary market. 2. Trading days of the company should be at least 35% of total trading days in the year. Also, at least 3% of the registered shares of the company should be traded in the period, irrespective of block trades. Article 14: TSE is obliged to transfer a company listed on the main board of the main market to the secondary board of the main market if it meets no longer the necessary requirements, subject to the approval of the admission board, according to the information at the year end. Article 15: TSE is obliged to transfer a company listed on the secondary board of the main market to the secondary market if it meets no longer the necessary requirements, subject to the approval of the admission board, according to the information at the year end. Page 10 of 30

12 Part 3: Participation Bonds Article 16: The following participation bonds may be listed in TSE if they meet the necessary requirements: 1. Participation bonds issued by the government, governmental companies, central bank and municipalities. 2. Participation bonds issued by the companies registered with SEO. Article 17: Listed participation bonds should be non-bearer and have an appropriate credit rating as approved by the admission board. The admission board is obliged to use the services from relevant financial institutions as allowed by SEO, in order to determine appropriateness of credit rating of an applicant's participation bonds. Note: Credit rating is not required for listing of participation bonds issued by the governmental ministries and organizations and the central bank of Islamic Republic of Iran. Article 18: Par value of an applicant's participation bonds should be at least Rls 100 billion per issue. Article 19: Intervals between when the participation bonds are listed and when they are matured should be 2 years at least. Note: The intervals for participation bonds included in note 17 may be reduced to 6 months as determined by the admission board. Article 20: The market and board for trading listed participation bonds are determined by the admission board according to their credit rating. TSE may assign a separate market or board for trading the bonds including participation bonds. Page 11 of 30

13 Article 21: Secondary trades of listed participation bonds should be made on TSE exclusively. The admission board is obliged to ensure this when listing participation bonds. Page 12 of 30

14 Section 3- Listing Procedure Part 1: Advisor Article 22: All listing applications along with documents included in the article 25 of the rules should be submitted to TSE by the advisor. When the documents are supplemented, the applications are registered with TSE. Article 23: Only brokerage companies permitted as introducing broker and investment banks may be an advisor. Article 24: Duties and responsibilities of an advisor are: 1. To render advisory services to applicants in respect of listing. 2. To assess issuers efficiency for listing. 3. To provide documents and information required by TSE on behalf of the issuer in the listing procedure. 4. To police listing rules compliance by the issuer in the listing procedure. 5. To do initial public offering of listed securities or render advisory services for determination of an offering broker. Note (1): Advisors should verify that all evidence, documents and information provided by the issuer are supplemented, signed by the relevant authorized signatories and stamped by the issuer seal. Note (2): Advisors are obliged to verify, by a written letter to TSE, that all statutory regulations of listing have been compliant with by the issuer before the listing application is submitted. Page 13 of 30

15 Note (3): Relations between an advisor and an issuer and the range of their duties and responsibilities should be determined in the agreement form- regulated according to TSE sample- a copy of which should be sent to TSE. Part 2: Documentations Article 25: An applicant should submit to TSE the application and the following documents through the advisor in forms determined by TSE: 1. Listing questionnaire 2. Prospectus 3. Admission fees receipt 4. Annual financial statements for at least three financial period ended to the listing date, two of which are complete years, report of auditor and legal inspector as determined by TSE. 5. The last interim financial statement including semi annual and quarterly financial statements. 6. Forecast report on the current and next financial statements audited with unqualified opinion and without any material explanatory paragraphs. 7. The board of directors' report to the annual ordinary and extraordinary general meeting for at least two last financial period. 8. Minutes of general meetings of at least two last year and newspapers related to their advertisement if required by the law. 9. Business plan according to TSE forms for at least three next years. 10. The last registered articles of association conforming to the sample articles of association of listed companies which is approved by SEO's board of directors, with all previous changes approved by extraordinary general meetings. Page 14 of 30

16 11. Any changes in the articles of association during the last financial years, included in the public newspapers and advertisements related to establishment and registration of companies. 12. The list of names and characteristics of insiders, included in note 46 of securities market law, according to SEO forms. 13. A copy of tax bill and tax statements of the previous five years. 14. Approval of listing by the annual general meeting of shareholders. 15. Confirmation of internal control system efficiency from the auditor that shows the system maintains rights and interests of the shareholders equally. 16. The last approved organization chart along with a brief of human resources structure. 17. Other material information as distinguished by the issuer or requested by the admission board. Note: It should be mentioned in the application that the applicant knows listing requirements and accepts to meet them when submitting the application to TSE. Article 26: The primary and consolidated financial statements of the applicant should be presented according to the statutory regulations, accounting standards, financial reporting standards and rules and regulations announced by SEO. Also, when the application is submitted and the last financial year before that, the company's auditor should be appointed among auditors whom SEO trusts. Article 27: The company is obliged to inform TSE if there is any material changes in the provided information, including changes in the articles of association, auditors, directors, insiders, financial year and controlling shareholders in the period the application is being investigated. Page 15 of 30

17 Part 3: Investigations Article 28: TSE should provide an expert report on meeting or non- meeting of listing requirements by the issuer with the related documents and submit to the admission board over 45 days after the documents are supplemented. The framework for the report should be determined according to TSE proposal and the admission board approval. Article 29: The admission board announces its written logical opinion on confirmation or rejection of an application to the applicant through TSE over 45 days after receiving the report and related documents from TSE. Article 30: If approved by SEO's board of directors, an application may be re-raised in the first admission board session. Article 31: If the application is rejected at the first time or after being reviewed by SEO board of directors in the admission board, the application may be reraised in the admission board at least after 6 months and taking all necessary steps. Article 32: All requirements included in these rules should be met by a company in order to be listed on the main or secondary board of the main market or on the secondary market and the admission board can not list the applicant on a conditional basis. Note: The admission board may give an opportunity to the applicants to meet the requirements included in the paragraph 3 of the article 6, paragraph 2 of the article 10 or paragraph 2 of the article 11, until maximum 6 months after being listed in the official list. Page 16 of 30

18 Part 4: Offering Article 33: All requirements determined by the admission board should be met by admitted securities within 6 months in order to be listed in the official list of TSE otherwise the listing is cancelled. Article 34: According to the amendments approved by SEO's board of directors on 17/5/2008, admitted shares should be offered minimum 5 days and maximum 6 months after being listed in the official list of TSE, otherwise the listing will be cancelled and the listing procedure should be taken again. Page 17 of 30

19 Section 4: Ongoing conditions for Listing Article 35: The Company whose shares are listed in TSE should comply with the rules of the corporate governance approved by SEO's board of directors and ensure that its operations are conformed to the goals as well as the standards and the relevant rules and regulations. Article 36: An issuer of listed securities is obliged to comply with the relevant regulations including the requirements in the rules as well as the information disclosure principles approved by SEO. Article 37: An issuer of listed securities is obliged to cede all its corporate actions, including dividend distribution, to the Central Depository and Settlement Company, if accepted by it, in order to facilitate shareholders' affairs. Note: The issuers whose securities has been listed in the official list of TSE before the rules approval should put into effect the provisions of the rules maximum during 2 years after the rules become operative. Page 18 of 30

20 Section 5: Suspension and Delisting Part 1: Suspension Article 38: According to articles 35 and 36 of the Rules, if an issuer does not fulfill its obligations, TSE is entitled to suspend listing of securities for maximum 3 months considering the shareholders' rights. Suspension for more than 3 months is subject to the admission board agreement. The term of suspension included in this article should not exceed 6 months. Article 39: According to articles 35 and 36 of the rules, if an issuer does not fulfill its obligations, TSE may issue the order of a listing suspension to TSE. The suspension term included in the article is on the discretion of SEO. Article 40: No company which has been suspended shall be restored until it removes the causes of suspension decided by SEO, admission board or TSE. Note (1): The suspension included in article 38 of the rules, which is continued according to the admission board's opinion, may be removed by TSE if the issuer remove the suspension causes, and announce it to TSE trough a report. Note (2): If the suspension included in article 39 of the rules is continued according to SEO's opinion, removal of suspension should be announced to TSE by SEO. Page 19 of 30

21 Part 2: Delisting Article 41: Listing will be cancelled if: 1. an issuer does not fulfill its obligations to full and timely disclosure of information according to the article 36 during 6 months after suspension announced by TSE or the admission board. 2. the listing requirements include in paragraphs 1 and 7 of article 6, paragraphs 1 and 3 of article 10, paragraphs 1 and 3 of article 11 and articles 7 and 8 of the rules are no longer met. 3. provisions included in paragraph 3 of article 6, paragraph 2 of article 10 or paragraph 2 of article11 are not complied with. 4. the issuer is liquidated or bankrupt. 5. the issuer is subject to article 141 of Commercial Law bill and its actions during two years do not result in exclusion from the article. 6. securities are matured. 7. the company's performance has resulted to losses for two continuous financial years and its operations in the following 6 months do not result in profits according to audited interim financial statements and explanatory paragraphs of the auditor report. 8. auditor's lack of or qualified opinion on the financial statements of the issuer. 9. specific listing principles included in article 59 of the rules are not complied with. Article 42: If any item of article 41 occurs, TSE announces it to the issuer and reports it to the admission board. The issuer is obliged to submit its justifications to the admission board. If the admission board distinguishes that the issuer is able to remove the causes of cancellation, determines a time- lag for it to do this. Page 20 of 30

22 Article 43: The admission board suspends listing in the time-lag until the issuer removes the cancellation causes. Article 44: If the cancellation causes are removed in the time-lag, the issuer is obliged to report its actions and other required information to TSE. Article 45: If the causes of cancellation are not removed in the time-lag, the securities are delisted certainly. Before cancellation, the admission board may give an opportunity of maximum one year to the issuer for trading the securities. Article 46: TSE should report any cancellation and its causes to the issuer and SEO in one week as of the approval date. The issuer may submit its written complaint to the secretariat of SEO's board of directors maximum 10 days after admission board decision on cancellation. SEO's board of directors' decision on review of the issue or admission board opinion is operative for the admission board, TSE and the issuer. Article 47: delisted securities may be re-listed after two years as of the listing cancellation after submitting the application and meeting listing requirements. Part 3: Voluntary Delisting Article 48: An issuer should submit its application for cancellation approved by the general assembly of shareholders along with the signed minutes of the meeting to SEO and TSE. Page 21 of 30

23 Article 49: Shareholders owning more than two third of a company's shares should go through all formalities included in article 48 and announce their demand for being delisted to SEO and TSE and meet the following requirements: 1. They should own at least 80% shares of the listed company during 3 months after announcement of the demand of cancellation. 2. After the 3 months term mentioned in the previous paragraph, they should own 10% of the listed company's shares at least with the weighted average of the purchase prices in the above mentioned 3 months term, during a one month term. 3. After passing the terms mentioned in paragraphs 1 and 2, they should buy all shares offered by remained shareholders with the weighted average of purchase prices in the previous 4 months. Article 50: Shareholders who intend to delist a company are obliged to send information on their ownership extent and the securities purchased during the 5 months term along with a confirmation from Central Depository and Settlement Company to SEO and TSE. Article 51: According to TSE's report on completion of the above mentioned process, the admission board announces the exact date of cancellation to TSE and issuer. Article 52: Voluntarily delisted securities may not be re-listed until 3 years after the cancellation date. Page 22 of 30

24 Section 6: Others Part 1: Fees Article 53: TSE receives from applicants and issuers of listed securities the following fees: 1. Admission fee which is received along with application and initial documents. 2. Listing fee which is received on the basis of paid capital. Note: Applicants and issuers are obliged to pay the fees according to the approval of the board of directors of TSE and the ceiling decided by the board of directors of SEO. Part 2: Other Regulations Article 54: After the rules become operative, TSE is obliged to classify the listed companies according to the provisions of the rules. Article 55: In addition to ordinary shares and participation bonds, other securities, including foreign securities, may be listed according to the approvals of the qualified authorities. Article 56: Companies listed before execution of the rules are still considered as being listed. However, from the date the rules become operative, all provisions should be applied to the companies except for capital range included in paragraph 1 of articles 6, 10, 11. Note: Deadline for meeting the capital range requirements, included in the paragraph 1 of the articles 6, 10 and 11 should be proposed by TSE and approved by the admission board. Page 23 of 30

25 Article 57: As long as being listed, all issuers and their officers are obliged to comply with securities market regulations and the rules. Article 58: If any violation of the rules is occurred, TSE will be obliged to look into and report it to the authorities as the case may be. Article 59: The following principles are integral parts of the rules and should be complied with: 1. Specific listing requirements for banks and credit non-bank firms (appendix1), 2. Specific listing requirements for insurance companies (appendix2), 3. Specific listing requirements for leasing companies (appendix3), 4. Specific listing requirements for holding and investing companies. (appendix 4), 5. Specific listing requirements for stated owned companies (appendix 5), Article 60: The required amendments to the rules are proposed by: 1. TSE's board of directors and the admission board, subject to the approval by the board of directors of SEO. 2. The chairman of SEO, subject to the approved by the board of directors of the SEO. Article 61: From when the rules become operative, the following regulation and all regulations and principles inconsistent with the rules are invalidated: 1. Listing regulations approved by the Securities & Exchange Council on 8/8/2008, 2. Listing regulations approved by the Securities & Exchange Council on 27/5/2002 for banks and credit non-bank firms. Page 24 of 30

26 3. Listing regulations approved by the Securities & Exchange Council on 24/2/2003 for insurance companies. 4. Listing regulations approved by the Securities & Exchange Council for leasing companies. 5. Principles approved by the Securities & Exchange Council on 7/9/1998 for classification of investing applicants or listed companies. 6. Specific listing requirements approved by the Securities & Exchange Council on 20/2/1995 for companies with informatics activities. 7. Listing requirements approved by the Securities & Exchange Council on 29/12/2003 for service companies. 8. Principles approved by the Securities & Exchange Council on 8/3/1999 for investigation fees. 9. Principles approved by the Securities & Exchange Council on 31/1/1997 for listing fees of new-established companies. 10. State-owned shares listing (in the line of privatization) rules approved by the Securities & Exchange Council. 11. Executive regulations of admission board, approved by the Securities & Exchange Council on 19/8/ Participation bonds listing requirements approved by the Securities & Exchange Council on 7/8/1995, included in paragraph b, note 85 of the second plan of economic, social and cultural development act. 13. Listing requirements of private companies' participation bonds, approved by the Securities & Exchange Council on 13/8/ Listing principles of third generation companies, approved by the Securities & Exchange Council on 8/1/ Listing rules of listed companies' participation bonds, approved by the Securities & Exchange Council on 27/12/2004. Page 25 of 30

27 Appendices Appendix 1: Specific requirements for banks and non-bank credit firms Article 1: Banks and non-bank credit firms (hereafter called banks and firms respectively) authorized by the Central Bank of Islamic Republic of Iran are listed according to the following requirements. Article 2: Banks and firms should comply with specified principles and standards, including appropriate financial structure of banking industry, as confirmed by the Central Bank. Article 3: Banks or firms should provide a comprehensive operational plan encompassing the goals, target market, management control systems, risk management policies, organizational structure, oversight system, appropriate assets structure, recovery of contingent losses, and the financial statements forecasted for at least 3 following years and make a commitment to implement the plan. Article 4: Share transfers of banks and firms should be such that no shareholders with ownership of more than 10% exist in any point of time. Note: More than 10% ownership of banks or firms is subject to Central Bank agreement and TSE awareness. Page 26 of 30

28 Appendix 2: Specific requirements for insurance companies Article 1: shares owned by the government and state-owned companies should not totally exceed 10% of insurance companies' capital in any point of time. Article 2: Individuals and non-governmental legal entities may own maximum 10% shares of insurance companies. Article 3: Insurance companies may purchase maximum 5% of other listed insurance companies' shares. Note: An investing insurance company may own shares of another insurance company with the view of merger only subject to agreement of TSE. Article 4: Insurance companies may invest in listed companies' shares according to "insurance institutions investment regulations" approved by insurance high council. Article 5: Insurance companies should provide a comprehensive operational plan encompassing the goals, target markets, reinsurance arrangements and ways of obtaining the goals for at least the 3 following years. Appendix 3: Specific requirements for leasing companies Article 1: At least one third of a leasing company' shares should be owned by listed banks and companies for sale of whose products the leasing company is established. Page 27 of 30

29 Article 2: A leasing company should be in appropriate position from the view point of capital adequacy and lending. Appendix 4: Specific requirements for investing and holding companies Article 1: Companies which use their financial resources only for investing in bank deposits and securities are classified in the two following groups: 1. Investing company: An investing company with no aim of enforcing a control on the investee. 2. Holding company: A company investing in an investee in order to get profit and obtain enough voting right to appoint, or have effective role in appointment of, the board of directors in order to enforce a control on the investee. Article 2: In investing companies, resources are consumed according to the following limits: 1. At least 80% of long term financial resources of a listed company (total long term liabilities and equities) should be allocated to investing in listed companies' shares, participation bonds and bank deposits as long as the company is being listed. 2. Investing companies should not use more than 10% of their resources for purchasing a company's shares. Also they should not invest in more than 10% of an investee's capital. Note: If investment by an investing company exceeds the above mentioned ceiling, the company is obliged to report it to SEO and TSE. Page 28 of 30

30 3. At least 80% of long term financial resources of a listed holding company (total long term liabilities and equities) should be allocated to investing in economic institutions, participation bonds and bank deposits as long as the company is being listed. 4. The companies may buy moveable and immoveable properties only for current use and not for profit making by sale. Appendix 5: Specific requirements for governmental companies and state-owned investing companies Article 1: Governmental companies whose shares are to be disposed in the line of privatization plans through TSE and state-owned investing companies are not required to meet the requirement on profiting period, if admission board confirms the company is potentially profit making. Page 29 of 30