a. Any reference to the “Capital Market Law” in these Rules shall mean the Capital Market

Law issued by Royal Decree No. M/30 dated 2/6/1424H.

b. Expressions and terms in these Rules have the meaning which they bear in the Capital

Market Law and in the Glossary of Defined Terms Used in the Exchange Rules unless the

contrary intention appears.

c. The Exchange may waive any requirement in these Rules based on either a request from

the relevant person or its own initiative, after obtaining the Authority’s approval.

d. Any person subject to these Rules may appeal to the Committee in respect of any decision

or action that the Authority or the Exchange takes under these Rules.

The purpose of these Rules is to regulate:

• 1) the listing of securities;

• 2) the continuing obligations of issuers of listed securities;

• 3) the suspension of trading of listed securities; and

• 4) the cancellation of listing of listed securities.

a. Securities may not be listed except in accordance with these Rules and unless the relevant

offering requirements in the relevant Implementing Regulations have been satisfied.

b. Securities may not be listed unless they are offered to the public by way of a public offer.

By way of exception, the following securities may be listed without being offered to the

public:

• 1) debt instruments issued by the government of the Kingdom;

• 2) offered Debt Instruments by way of exempt offer in accordance with the Rules on the

  Offer of Securities and Continuing Obligations issued by the Kingdom’s development

  funds and banks and the Kingdom’s sovereign funds;

• 3) offered Debt Instruments by way of private placement in accordance with the Rules on

  the Offer of Securities and Continuing Obligations, in respect of which the issuer makes

  an application for direct listing pursuant to Article 8 of these Rules;

• 4) shares, in respect of which the issuer makes an application for listing on the Parallel

  Market and which have been offered by way of a parallel market offer;

• 5) shares, in respect of which the foreign issuer makes an application for listing pursuant

  to Article 10 of these Rules;

• 6) shares, in respect of which the issuer makes an application for direct listing on the

  Parallel Market pursuant to Article 45 of these Rules;

• 7) shares, in respect of which the issuer makes an application to transfer to the Main

  Market pursuant to Article 46 of these Rules;

• 8) Units of a Investment Fund satisfying the requirements of the relevant Implementing

  Regulations and Exchange Rules, subject to obtaining prior approval of the Authority

  on such exception; and

• 9) any other case approved by the Authority.

a. An issuer applying for listing of its securities is required to pay all applicable listing fees

to the Exchange as determined by the Exchange and approved by the Authority.

b. An issuer whose securities are listed is required to pay all applicable periodic fees to the

Exchange as determined by the Exchange and approved by the Authority.

The purpose of this Part is to identify the conditions relating to the listing of securities on the

Main Market.

a. To be listed, securities must:

• 1) conform with the statutory conditions in the Kingdom;

• 2) be duly issued according to the requirements of the issuer’s Bylaws or any other

  constitutional documents, as applicable; and

• 3) without prejudice to paragraph (b) of this Article, be freely transferable and tradable.

b. Any restriction on transferability of securities must be approved by the Authority at the

time of listing and all investors must be provided with appropriate information to enable

dealings in such securities to take place on an open and fair basis.

c. Securities whose listing has been approved, must be deposited with the Centre.

a. The issuer must be a joint stock company.

b. There must be a sufficiently liquid market for the shares that are the subject of the

application for listing, as follows:

• 1) there are at least 200 public shareholders at the time of listing; and

• 2) at least 30% of the class of shares that are the subject of the application will be owned

  by the public at the time of listing.

After obtaining the approval of the Authority, the Exchange may permit a lower percentage

or a lower number of shareholders if the Exchange deems that it is appropriate to do so in

view of the number of shares under the same class and its distribution to the public.

c. Without prejudice to any lower percentage or lower number of shareholders permitted

under paragraph (b) of this Article, the requirements of that paragraph shall constitute a

continuous obligation on the issuer.

d. If at any time following having its shares listed the issuer becomes aware that any of the

requirements of paragraph (b) of this Article are no longer met, the issuer must

immediately inform the Exchange and take the necessary remedial actions to ensure that

the relevant requirements are met, in accordance with the period determined by the

Exchange, after consultation with the Authority. The issuer shall keep the Exchange

informed on any progress in respect of the remedial actions.

e. Where none of the shares of a particular class are listed, the application for listing must

relate to all shares of that class issued or proposed to be issued. If the shares of that class

are already listed, the application must include all further shares of that class which are

proposed to be issued.

f. Except where shares of the same class are already listed, at the date of listing the expected

aggregate market value of all shares to be listed must be at least SR 300 million. After

obtaining the approval of the Authority, the Exchange may allow the listing of shares of a

lower aggregate market value if the Exchange is satisfied that there will be a sufficiently

liquid market for the shares concerned.

g. Notwithstanding paragraph (f) of this Article, in the case of cross listed shares, at the date

of submitting the application the expected aggregate market value of all issuer’s shares

must be at least SR 300 million or an equivalent amount. After obtaining the approval of

the Authority, the Exchange may allow the listing of shares of a lower aggregate market

value if the Exchange is satisfied that there will be a sufficiently liquid market for the

shares concerned.

a. The expected aggregate value of all debt instruments to be listed (or in the case of a debt

issuance programme, each separate tranche) must be at least SR 5 million.

b. After obtaining the approval of the Authority, the Exchange may permit the listing of debt

instruments of a lower value than the aggregate value stated in paragraph (a) of this Article,provided that the Exchange is satisfied that there will be a sufficiently liquid market for

the debt instruments concerned.

c. Without prejudice to any lower aggregate value permitted under paragraph (b) of this

Article, the requirement of paragraph (a) of this Article shall constitute a continuous

obligation on the issuer.

d. If the issuer at any time following having its debt instruments listed becomes aware that

the requirement of paragraph (a) of this Article is no longer met, the issuer must

immediately inform the Exchange and take the necessary remedial actions to ensure that

the relevant requirement is met. The issuer shall keep the Exchange informed on any

progress in respect of the remedial actions.

e. The issuer who is applying to submit an application for direct listing of offered Debt

Instruments by way of private placement in accordance with the Rules on the Offer of

Securities and Continuing Obligations must appoint a Financial Advisor which satisfy the

requirement set out in the Rules on the Offer of Securities and Continuing Obligations to

advice the issuer on the application of the Capital Market Law, its implementing

Regulations, and the Exchange Rules.

f. The Financial Advisor appointed pursuant to paragraph (e) of this Article, must submit a

letter to the Exchange in the form set out in Annex 8(c) of these Rules.

g. The provisions of paragraphs (a), (b), (c), (d) of this Article, shall apply on any issuer

seeking a direct listing of its offered Debt Instruments by way of private placement in

accordance with the Rules on the Offer of Securities and Continuing Obligations.

h. The Exchange issue its decision in respect of the application submitted pursuant to

paragraph (e) of this Article in accordance to the provisions of Article 20 of these Rules.