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 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;

• 3) 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;

• 4) shares, in respect of which the foreign issuer makes an application for listing pursuant to Article 10 of these Rules;

• 5) shares, in respect of which the issuer makes an application for direct listing on the Parallel Market pursuant to Article 43 of these Rules;

• 6) shares, in respect of which the issuer makes an application to transfer to the Main Market pursuant to Article 44 of these Rules;

• 7) 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

• 8) any other case approved by the Authority

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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. If the issuer has any of its securities already listed, 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 50 million.

b. If the issuer does not already have securities listed, the expected aggregate value of all debt instruments to be listed (or in the case of a debt instrument issuance programme, each separate tranche) must be at least SR 100 million.

c. After obtaining the approval of the Authority, the Exchange may permit the listing of debt instruments of a lower value than the aggregate values stated in paragraphs (a) and (b) of this Article, provided that the Exchange is satisfied that there will be a sufficiently liquid market for the debt instruments concerned.

d. Without prejudice to any lower aggregate value permitted under paragraph (c) of this Article, the requirements of paragraph (a) or (b) of this Article -as applicable- shall constitute a continuous obligation on the issuer.

e. If the issuer at any time following having its debt instruments listed becomes aware that any of the requirements of paragraph (a) or (b) of this Article -as applicable- 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. The issuer shall keep the Exchange informed on any progress in respect of the remedial actions.

f. 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.

g. The Financial Advisor appointed pursuant to paragraph (f) of this Article, must submit a letter to the Exchange in the form set out in Annex 8(c) of these Rules.

g. The Financial Advisor appointed pursuant to paragraph (f) of this Article, must submit a letter to the Exchange in the form set out in Annex 8(c) of these Rules.

i. The Exchange issue its decision in respect of the application submitted pursuant to paragraph (f) of this Article in accordance to the provisions of Article 19 of these Rules.