FAQs for Implementing Regulations

Yes.

No, the instructions of Book Building process and allocation method in IPOs are not applicable to offering made in accordance to the Parallel Market Listing Rules.

Yes.

The daily fluctuation limit for the share prices of all companies listed in the Parallel Market-Nomu is 20%.

Offering shares to qualified investors in the Parallel Market-Nomu does not require full coverage of the offer.

There is no specific method for share allocation, since the instructions of Book Building Process and Allocation Method in Initial Public Offerings (IPOs) do not apply to the Parallel Market-Nomu. However, the issuer must submit, after obtaining the approval on the prospectus and prior to the listing, a list of shareholders and shares allocated to them.

The Parallel Market Listing Rules did not include any requirements or restrictions regarding the price range or the pricing of the offered shares.

Where, in the opinion of the issuer, disclosure of any matter required by the Parallel Market Listing Rules would be unduly detrimental to the issuer, and omission is not likely to mislead the Qualified Investors with regard to facts and circumstances, knowledge of which is essential for the assessment of the securities in question, the issuer may apply for a waiver from the relevant requirement. The issuer must in that case provide to the Authority on a strictly confidential basis a statement of the requested waiver together with the reasons why the issuer believes that the information should not be disclosed at that time. The Authority may approve or reject the application for a waiver. If the Authority approves the application for a waiver, the Authority may at any time require the issuer to disclose any information in relation to the waiver.

It means rules to lead and guide the Company that includes mechanisms to regulate the various relationships between the Board, Executive Directors, shareholders and Stakeholders, by establishing rules and procedures to facilitate the decision making process and add transparency and credibility to it with the objective of protecting the rights of shareholders and Stakeholders and achieving fairness, competitiveness and transparency on the Exchange and the business

These Regulations aim at establishing an effective legal framework to govern the Company, and particularly aim at the following: 1) enhancing the role of the Company’s shareholders and facilitating the exercise of their rights; 2) Stating the competencies and responsibilities of the Board and the Executive Management; 3) enhancing the role of the Board and the committees and developing their capabilities to enhance the Company’s decision making mechanisms; 4) achieving transparency, impartiality and equity in the Exchange, its transactions, and the business environment and enhance disclosure therein; 5) providing effective and balanced tools to deal with conflicts of interest; 6) enhancing accountability and control mechanisms for the Company’s employees; 7) establishing the general framework for dealing with Stakeholders and protecting their rights; 8) supporting the effectiveness of the system for overseeing Companies and the tools thereof; and 9) raising the awareness of Companies in respect of the concept of professional conduct and encouraging them to adopt and develop such concept in accordance with their nature.

Article 94 of the Corporate Governance Regulations requires the Board of Directors to establish governance rules for the Company that do not conflict with the mandatory provisions of the Corporate Governance provisions, and shall monitor their application, verify their effectiveness, and amend them as necessary.

It is an assembly consisting of the shareholders in the Company formed in accordance with the provisions of the Companies Law and the Company’s bylaws.

Refer to chapter (1) and chapter (2) of Part (2) of the Corporate Governance Regulations for shareholders rights.

It means the ability to influence actions or decisions of another person directly, indirectly, individually or collectively with a relative or an affiliate through: (A) owning %30 or more of the voting rights in a company, (B) having the right to appoint %30 or more of the administrative team members.

Without prejudice to the competencies of the General Assembly as per the Companies Law and Its Implementing Regulations and the Company’s bylaws, the Board shall have the broadest powers in managing the Company and guiding its activities to achieve its objectives. Among the main functions and competencies of the Board are the following-but not limited to-: 1) laying down the plans, policies, strategies and main objectives of the Company; supervising their implementation and reviewing them periodically; . And, ensuring that the human and financial resources required to fulfill them are available, 2) setting rules and procedures for internal control and generally overseeing them. 3) setting forth specific and explicit policies, standards and procedures for membership in the Board, without prejudice to the mandatory provisions of these Regulations, and implementing them following approval by the General Assembly; 4) developing a written policy that regulates the relationship with Stakeholders pursuant to the provisions of these Regulations; 5) supervising the management of the Company’s finances, its cash flows as well as its financial and credit relationships with third parties; 6) developing effective communication channels allowing shareholders to continuously and periodically review the various aspects of the Company's businesses as well as any material developments; 7) specifying the types of remunerations granted to the Company's employees, such as fixed remunerations, remunerations linked to performance and remunerations in the form of shares without prejudice to the Regulatory Rules and Procedures issued pursuant to the Companies Law related to Listed Joint Stock Companies. Article (22) of the Corporate Governance Regulations can be referenced for detailed review of the main functions of the Board.