6.01 Admission of Securities to Listing

Competent Authority

6.01.01 (i) Listings shall be approved by the Council of the Exchange.

(ii) The Council will appoint a Listing Committee of not less than three of its members to consider applications for listing.

(iii) The General Manager of the Exchange shall be responsible for all communications with sponsors and companies in relation to listing.

(iv) The Listing Committee will be responsible for scrutinising all applications for listing securities as well as delisting, and for forwarding its recommendations to the Council.

Procedure

6.01.02 In the first instance, all matters concerning listing must be dealt with between the General Manager and the sponsoring stockbroker (see bye-law 6.01.03). Rulings of the General Manager may be the subject of reconsideration by the Listing Committee. Decisions of the Listing Committee whether on reconsideration or otherwise, can be reviewed by the Council itself. When a matter is the subject of reconsideration by the Council, the sponsoring stockbroker may be accompanied by the representatives of the issuer and other advisers, any of whom may address the Council.

Sponsors and their Responsibilities

6.01.03 (i) An applicant for listing must appoint a stockbroker to sponsor his application and inform the Stock Exchange of such appointment.

(ii) A stockbroker appointed under paragraph (i) above must

(a) be independent of the applicant;

(b) be available to guide and provide advice to the directors or other managing board of the applicant as to their responsibilities and obligations, including company announcements, to ensure that they comply with the Bye-laws;

(c) accompany the applicant at meetings with the Exchange; and

(d) advise the Exchange if his appointment is terminated.

(iii) The sponsoring stockbroker must ensure that the General Manager is informed of all information which should be brought to his notice and is responsible for lodging with the General manager all the documents required in support of the application. This channel of communication must also be used for discussion of all matters arising in connection with the application.

(iv) Notwithstanding that the directors are responsible for the accuracy of the information set out in the listing particulars, the Council attaches particular importance to the sponsor's role in satisfying himself, on the basis of all available information including the reports of the financial advisers to the listing that the company is suitable to be listed.

(v) Sponsors should pay particular attention to the composition of the Board of Directors or other managing board of the applicant to ensure the range of skills and experience necessary is available. Some of these may well, with advantage, be provided through the appointment of non-executive directors.

(vi) The sponsors to a listing should satisfy themselves that the directors :

(a) can be relied upon to prepare and publish all information necessary for an informed market to take place in the company's securities;

(b) appreciate the nature of responsibilities they will be undertaking as directors of a listed company; and

(c) can be expected to honour their obligations both in relation to shareholders and to creditors. Such obligations are set out in Section 6.05 of these Bye-laws.

(vii) A sponsor should satisfy himself that he has adequate resources to fulfil the role expected of a sponsor under the Bye-laws and he will be capable of giving the applicant impartial advice before agreeing to accept the role.

(viii) The sponsor is to prepare the listing particulars document and ensure that all material statements therein have been verified and that it complies with the Exchange Listing requirements and all relevant legislation.

(ix) The sponsor must sign the Listing Application and lodge it, together with supporting documentation, in accordance with these Bye-laws.

(x) When the sponsor intends to terminate his role as sponsoring stockbroker he should notify the Exchange beforehand of such termination giving the reasons therefor.

(xi) If an applicant for a listing discontinues the services of its sponsoring stockbroker it shall immediately notify the Exchange stating the reasons for such termination.

Application for Listing

6.01.04 (i) An applicant for listing must comply with the relevant listing rules. In addition, the Council may make admission subject to any special conditions which it considers appropriate. The applicant will be expressly informed in any such case and must comply with such condition.

(ii) The basic conditions which an applicant for listing must fulfil are set out in Bye-law 6.01.05, the procedure for application and requirements for publication of listing particulars or equivalent offering document in Section 6.02 and the requirements for the contents of listing particulars or equivalent offering documents are set out in Section 6.03 of these Bye-laws.

(iii) For the purposes of the listing rules, admission of any securities to listing becomes effective only when a Council Notice has been posted on the Notice Board of the Exchange.

(iv) A most important condition for listing is acceptance of the continuing obligations which will apply following admission. These obligations are set out in Section 6.04 and form the basis of the relationship between an issuer and the Exchange, governing the disclosure of information necessary to protect investors and maintain an orderly market. Additionally, in order to maintain high standards of disclosure, the Council may require an issuer to provide the Exchange for publication further information not specified in these Listing Requirements in such form and within such time limits as it considers appropriate. The issuer must comply with such a request, and, if it fails to do so, the Council has the right to publish the information after having heard the representation of the issuer.

(v) Section 6.04 sets out requirements for auditors' or accountants' reports, whether in connection with a new application or a subsequent transaction. Chapter 8 and Section 6.06 specify the requirements for amalgamations, acquisitions and realisations undertaken by companies and transactions involving connected parties.

(vi) Special requirements apply in the case of securities issued by the State and other legal persons as defined in these Bye-laws and these are set out in by-law 6.02.05.

(vii) Suitability for listing depends on many factors. Applicants for listing and their sponsors should appreciate that compliance with the relevant requirements laid down in these Bye-laws may not of itself ensure an applicant's suitability for listing. The Council reserves the right to accept or reject applications without having to give any reason for so doing.

(viii) The Council may consider the use of mini-prospectuses in major flotations where the complexity of the listing particulars makes the use of such a document desirable. However, the Council reserves the right to prohibit the use of mini-prospectuses where it deems it appropriate.

(ix) The Council considers a mini-prospectus to be any document, not being listing particulars, which is attached to, or forms part of, an application form and which contains information of a marketing nature.

(x) The Council will not be bound to give formal approval of such documents but notwithstanding this, it may consider authorising their publication, provided that :

(a) they include only statements of a factual nature drawn from approved listing particulars;

(b) they include a statement to the effect that the full listing particulars have been approved and they alone contain full details of the issuing company's history and business; and

(c) copies are available to the public at the times and addresses stated in such documents.

Basic conditions to be fulfilled by an Applicant

6.01.05 (i) The securities for which listing is sought must be issued to conform with the law and with the issuer's Memorandum and Articles of Association or equivalent documents. All the necessary authorisations must have been obtained for the creation and issue of such securities in terms of law.

(ii) The securities for which listing is sought must be freely transferable.

(iii) The financial statements of applicant companies including any other financial information supplied to the Exchange have to conform with International Accounting Standards as promulgated and specified from time to time by the International Accounting Standards Committee, so long as they give a true and fair view of the affairs of the companies concerned. The relevant standards will normally be those current in relation to the last financial year reported on and, wherever possible, appropriate adjustments should be made to state all amounts for all periods in accordance with such standards.

(iv) A listing may be granted by the Council, provided that the security may be expected to enjoy adequate continuity of dealing.

(v) The Council may refuse a request for admission of a security to listing if it deems it unsuitable for public investment by reason of commercial risk attaching to its business or inadequacy of capital or insufficient management resources or for any other reason the Council deems fit.

(vi) A public company in existence at the time of the enactment of the Malta Stock Exchange Act, 1990 desiring to seek a listing on the Exchange shall submit an application for a quotation for the shares already in issue and shall be exempted from the publication procedures required in Section 6.02. However, these companies would still be obliged to provide all the necessary information which the Council would require from any new company asking for a listing. In the absence of the listing particulars, the sponsoring stockbroker should issue "Particulars cards" containing the necessary information regarding the company being listed. These cards should be filed with the Exchange and would be available for distribution to the general public.

(vii) Companies applying for a listing on the Exchange are required to conform with their Memorandum and Articles of Association the provisions for which are set out in Section 6.07 of these Bye-laws.

(viii) The date to which the latest audited figures referred to in the listing particulars or equivalent offering documents are made up should not precede the date of publication of such document by more than nine months.

(ix) Where a company has a relationship with a corporate substantial shareholder which could result in a conflict of interest between its obligations towards that shareholder and its duties to the general body of shareholders, the Exchange could render the company subject to conditions in the interest of the general body of shareholders. In this connection, "corporate substantial shareholder" means any corporate shareholder entitled to exercise or control the exercise of 30% or more of the voting power at general meetings of the company or one which is in a position to control the composition of a majority of the board of directors of the company.

(x) At least 20% of any class of shares must, at the date of admission to listing be in the hands of the public, namely, persons who are not associated with, related to, or dependants of, any of the directors or major shareholder. Exceptionally, a lower percentage may be accepted by the Listing Committee where the number of shares of the same class and the extent of their distribution would enable the market to operate properly with a lower percentage.

(xi) Where an application for admission to listing is made in respect of any particular class of security :

(a) if none of the securities of that class are already listed, the application must relate to all securities of that class issued or proposed to be issued;

(b) if some of the securities of that class are already listed the application must relate to all further securities of that class issued or proposed to be issued.

Listing must be sought for all further issues of a class of securities already listed not later than one month after allotment.

(xii) All applicants for listing except those referred to in bye-law 6.01.05(vi) above, must follow the application procedure set out in Section 6.02 of these Bye-laws.

(xiii) Listing particulars or equivalent offering documents or circulars must not be published until they have received the formal approval of the Council in their final form.

(xiv) All new applicants are required to publish listing particulars or equivalent offering documents or circulars in accordance with Section 6.03 of these Bye-laws. Listing particulars or equivalent offering documents or circulars are also required to be published for subsequent issues, subject to the exemptions set out in the said Section 6.03.

(xv) The essential purpose of listing particulars is to convey factual information about a business in words and figures, as a formal basis on which to subscribe or purchase securities. The Council believes that pictures should have no part to play. Pictures will however be permitted but only if they are published on a cover to the listing particulars and only them provided that they are unexceptionable and not likely to influence investors' judgements.

(xvi) Where a formal Notice is published in accordance with Paragraph (ix)(c) of bye-law 6.02.05, information must not be included in the Notice that is not included in the listing particulars.

(xvii) Issues for cash of securities having an equity element must, in the absence of exceptional circumstances, be offered in the first place to the existing equity shareholders in proportion to their holdings unless the shareholders have approved other specific proposals. Such approval may take the form of either general non-application of the statutory pre-emption requirements not more than fifteen months prior to the issue, or prior approval for a specific issue. Holders of other securities having an equity element must be permitted to participate if the rights attached thereto so require.

(xviii) In the absence of exceptional circumstances, the issue of options or warrants to subscribe equity capital must be limited to an amount equal to ten per cent of the issued equity capital at the time the warrants or options are issued. Employees' share schemes do not count for the purposes of this limitation.

(xix) Where an application for listing is made for options or warrants to subscribe, the terms of issue must be such that the unit of dealing, where traded separately, is an option or warrant to subscribe for one share. Where the terms of the subscription rights change (e.g. on a capitalisation issue) the sponsoring member firm must ensure that the quotation in the Official List continues to be based on the right to subscribe for one share.

(xx) Securities convertible or exchangeable into another class of securities or options or warrants to subscribe or purchase such other class, may be admitted to listing only if that other class of securities is or will become at the same time a class of listed securities. However, the Council may admit such securities, options or warrants to listing in other circumstances if they are satisfied that holders have the necessary information available to form an opinion concerning the value of the underlying securities to which such securities options or warrants relate.

Listing of Ordinary Shares

6.01.06 A company applying for a listing or ordinary shares must meet the following criteria :

(i) it must be a public company in terms of the Commercial Partnerships Ordinance Cap. 168;

(ii) it must have shareholders funds less intangible assets of at least two hundred and fifty thousand Maltese Liri (Lm250,000);

(iii) its fully paid-up capital must a least be one hundred thousand Maltese Liri (Lm100,000);

(iv) at least twenty per cent of the issued and fully paid up capital should be in the hands of the general public (ie. persons who are not associated with the directors or major shareholders) when trading starts and must be as widely distributed as possible;

(v) it must have a trading record in all the major sections of its business of at least three years, for which audited accounts are available and audited trading results should support the expected market capitalisation;

(vi) the flotation limit must not be less than one hundred thousand Maltese Liri (Lm100,000). Further issues of shares of a class already listed are not subject to these limits;

(vii) subject to any exemptions to submit any information which the Council may deem fit to companies qualifying under paragraph (vi) of bye-law 6.01.05 above, it must submit to the Council on application a copy of the listing particulars containing the information set out in Section 6.03 hereunder, together with the other documents as outlined in Section 6.02;

(viii) it must be able to forecast an adequate amount of distributable profits in the financial year following listing.

Listing of Preference Shares

6.01.07 A company applying for a listing of preference shares must meet the following criteria :

(i) the company must already have obtained a listing of its ordinary share capital;

(ii) it offers at least one million Maltese Liri (Lm1,000,000) of issued preference shares of the class to be listed. Further issues of shares of a class already listed are not subject to these limits;

(iii) the total amount of preference shares of the company must not exceed 100% of shareholders' funds less intangible assets;

(iv) it enters into a contract with the Exchange on such terms as the Exchange may require for the protection of stockholders.

Provided that sub-clauses (i) and (iii) shall not be deemed to exclude an application for the listing of preference shares in circumstances where the securities in question are unconditionally and irrevocably guaranteed by the Government of Malta;

Provided further that the Council where in its opinion such a course of action may be justified may allow, on such terms and conditions as it deems appropriate, a listing of preference shares

1) without prior listing of ordinary shares and/or

2) notwithstanding the fact that the gearing ratio of preference shares to ordinary shareholders funds less intangible assets, exceeds 100%.

Listing of Loan Securities

6.01.08 A company applying for a listing of loan securities must meet the following criteria :

(i) it must have already obtained a listing of its ordinary share capital;

(ii) it offers at least one million Maltese Liri (Lm1,000,000) of issued loan capital of the class to be listed. Further issues of shares of a class already listed are not subject to these limits;

(iii) its total loan capital does not exceed 100% of shareholders' funds less intangible assets;

(iv) it enters into a contract with the Exchange on such terms as the Exchange may require for the protection of stockholders.

Provided that sub-clauses (I) and (iii) shall not be deemed to exclude an application for the listing of loan securities in circumstances where the securities in question are unconditionally and irrevocably guaranteed by the Government of Malta;

Provided further that the Council where in its opinion such a course of action may be justified may allow, on such terms and conditions as it deems appropriate, a listing of loan securities

1) without prior listing of ordinary shares and/or

2) notwithstanding the fact that the gearing ratio of total loan capital shareholders funds less intangible assets, exceeds 100%.

New Issues

6.01.09 When making a new issue listed companies must comply with the following :

(i) a company shall not issue securities to transfer a controlling interest without prior approval of shareholders in general meeting;

(ii) a company shall not issue any equity securities or other securities with rights of conversion to equity if the nominal value of those securities, when aggregated with the nominal value of any other securities of the same class which it has issued during the previous twelve months, exceeds ten per cent of the nominal value of that same class of security on issue at the commencement of that period of twelve months except where the securities are issued :

(a) with the prior approval of the company in general meeting voting on the precise terms and conditions of the issue; or

(b) to ordinary shareholders pro-rata;

(iii) a company intending to make a rights issue should promptly make an announcement. The price, terms and purpose of the rights issue should also be disclosed. Not date should be fixed for closing of books until the issue has been approved by the Council;

(iv) a company intending to make a bonus issue by way of rights should promptly make an announcement. No date should be fixed for closing of books until the issue has been approved by the Council;

(v) in relation to a rights issue in which holders of securities are given the right to participate in proportion to the amount of existing shares to which they are holding, such rights may be transferred in part or in whole in favour of a third party at the option of the entitled shareholders. The Council will not entertain any rights issue in which the rights cannot be transferred in part or in whole in favour of a third party at the option of the entitled shareholder.

(vi) in all rights issues, the underwriting agreement between the Company and its underwriters must be lodged with the Council;

(vii) to supply to the Council in sufficient time for examination and approval two copies of drafts of all circulars and other documents proposed to be sent to those entitled in relation to a new issue;

(viii) except in the case of a rights issue to shareholders, no director of the Company or associated person shall participate directly or indirectly in an issue of equity securities or other securities with rights of conversion to equity unless the shareholders in general meeting have approved of the specific allotment to be made to such a director or associated person. Such directors and associates shall abstain from exercising any voting rights on the matter. The notice of the meeting shall state :

(a) the number of securities to be allotted;

(b) the precise terms and conditions of the issue; and

(c) that such directors and associates shall abstain from exercising any voting rights;

(ix) when shareholders are offered a specific entitlement in a new issue of securities, or in a company about to be floated, such entitlement must be on a pro rata basis with no restriction placed on the number of shares to be held before entitlements accrue;

(x) once the basis of the entitlement is declared the Company shall not make any subsequent alterations to such entitlements;

(xi) the Exchange shall not determine the list of shareholders entitled to participate in a new issue until at least ten working days after copies of the listing particulars have been lodged with the Council.

Employee share schemes

6.01.10 (i) The following provisions apply, with appropriate modifications, to all schemes involving the issue of securities by companies to, or for the benefit of employees. They apply also to schemes of all subsidiaries of listed companies.

(ii) The General Manager must be consulted on the application of these provisions to schemes intended to apply to employees of associates.

(a) The scheme, which must be approved by shareholders in general meeting, must contain provisions relating to :

(1) the persons to whom or for the benefit of whom securities may be issued under the scheme ("participants");

(2) the total amount of the securities subject to the scheme which must be stated together with the percentage of the issued share capital that it represents at the time;

(3) a fixed maximum entitlement for any one participant;

(4) the amount, if any, payable on application or acceptance and the basis for determining the subscription or option price, the period in or after which payments or calls, may be paid or called; and

(5) the voting, dividend, transfer and other rights, including those arising on a liquidation of the company, attaching to the securities and to any options, if appropriate. These rights must be drawn to the attention of participants on their joining the scheme.

(b) The scheme or corresponding document, if not circulated to the shareholders, must be available for inspection for at least fourteen days at the company's registered address or such other places as the Listing Committee may agree.

(c) The terms of the resolution must approve a specific scheme and refer either to the scheme itself, if circulated to the shareholders, or to a summary of its principal terms included in the circular which must contain all the provisions set out in sub-paragraph (a) above.

(d) (1) Unless the securities subject to the scheme are identical with other listed securities they must be separately designated.

(2) A scheme may provide for adjustment of the subscription or option price or the number or amount of securities subject to options already granted and to the scheme, in the event of a capitalisation issue, a rights issue, sub-division, consolidation of shares or reduction of capital. Such adjustments should give a participant the same proportion of the equity capital as that to which he was previously entitled.

(3) The issue of securities as consideration for an acquisition will not be regarding as a circumstance requiring adjustment.

(4) Adjustments, other than those made on a capitalisation issue, must be confirmed to the directors in writing by the company's auditors to be in their opinion fair and reasonable.

(5) The scheme must provide, or the circular must state, that the provisions relating to the matters contained in (a) and (d) above cannot be altered to the advantage of participants without the prior approval of shareholders in general meeting.

Further methods of issue

6.01.11 Securities may also be brought to listing by :

(i) an exchange for or a conversion of securities into other classes of securities;

(ii) an issue of securities to persons specifically approved by the shareholders in general meeting.

Suspension and Cancellation of Listing

6.01.12 (i) The Listing Committee may at any time and in such circumstances as it thinks fit suspend or cancel a listing. The Listing Committee will not hesitate to do so to protect investors and to ensure an orderly market.

(ii) Suspension may be either with or without the request of the issuer. Any such request must be made to the General Manager by the issuer's sponsoring stockbroker, or in exceptional cases, by the issuer itself. In either case the procedure referred to in bye-law 6.01.02 may be followed.

(iii) Where listing has been suspended, the procedure for lifting the suspension will depend on the circumstances and the Listing Committee reserves the right to impose such conditions as it considers appropriate. In some cases (for example a temporary suspension pending an announcement) the suspension will be lifted when the announcement is made. In other cases (for example a reverse take-over) the suspension will be continued until the proposal has been approved by the shareholders in general meeting and listing particulars have been published (see bye-law 6.06.04).

(iv) The continuation of a suspension for a prolonged period without the issuer taking adequate action to obtain restoration of listing is likely to lead to the Listing Committee cancelling the listing. There may also be cases where a listing should be cancelled without suspension intervening (for example a significant change in the company rendering it unsuitable for listing).

6.02 Application Procedure and Publication

Application Procedure - Companies

6.02.01 (i) The sponsoring stockbroker files with the Exchange a listing application together with supporting papers as outlined in this Section. The application must be accompanied by the payment of the appropriate charge for listing and where relevant the annual charge. The application must also be signed by the company. The sponsoring stockbroker must have satisfied himself that the company has fulfilled all the procedures necessary for filing the application and has provided all the relevant documents to obtaining a listing. He shall make a statement to this effect on the application form.

(ii) The Council must approved or reject the application within forty working days.

(iii) When the application is approved, the company shall file a final printed copy of the approved listing particulars with the Registrar of Partnerships and the Exchange.

(iv) The company will then distribute the approved listing particulars, which must contain an application form, as widely as possible to the general public. The offer period commences on the issue of the listing particulars.

(v) An abridged copy of the listing particulars after approval by the Exchange, must appear at least once in one daily newspaper, together with an application form for the offer.

(vi) Throughout these Bye-laws, the term "accountants" is used to cover both the auditors and any other accountants responsible for the accountants' report included in a prospectus or listing particulars.

(vii) Throughout these Bye-laws the term "listing particulars" is used to cover both prospectuses issued under the Commercial Partnerships Ordinance Cap. 168 and documents issued in connection with an application for admission to the Official List.

Documents to be filed with an application for the listing of Shares/Stocks

6.02.02 The following documents must be filed in support of a listing application :

(i) a copy of any application form to purchase or subscribe for securities;

(ii) one certified copy each of the Memorandum and Articles of Association or any other corresponding document, and all amendments thereto to date;

(iii) one copy each of the Company's annual report, balance sheet and detailed profit and loss accounts for each of the last three financial years prepared on the basis described in these Bye-laws. Where there are subsidiary or associated companies, to furnish the same documents in respect of consolidated accounts and of each subsidiary or associated company;

(iv) (a) a statement by the directors about the company's or the group's working capital as set out in bye-law 6.03.02(xiii) below;

(b) a Letter of Comfort prepared by the Reporting Accountants or Auditors reporting that in their opinion the underlying forecasts prepared by the Directors have been properly compiled on the basis of the underlying stated assumptions; and

(c) a report prepared by the sponsoring broker confirming whether or not he has satisfied himself with the working capital statement made by the Directors;

(v) a schedule, signed by all the persons indicated therein, containing :

(a) name, address, age and position of all directors, executive officers and persons nominated or chosen by the Company to become directors or executive officers;

(b) a brief account of the business experience of each of these persons, including the principal business of any corporation in which such occupations and employment are currently and were previously carried on;

(c) an indication of any other directorships held by each director or proposed director;

(d) a statement whether any director, executive officer or person nominated to become a director, executive officer is or was involved in the following events ;

- a petition under any bankruptcy laws was filed against such person or any partnership in which he was a partner or any corporation of which he was an executive officer;

- such person was convicted for crimes against public trust or is a named subject of a pending criminal proceeding for such crimes;

- such person was the subject of any order, judgement or ruling of any court of competent jurisdiction, tribunal or any other competent authority in Malta or overseas, permanently or temporarily prohibiting him from acting an as investment adviser, dealer in securities, director or employee of a financial institution and from engaging in any type of business practice or activity;

(vi) a schedule showing the following information for each issue or series of long term or funded debt of the applicant and subsidiary companies :

(a) full title, including interest rate and maturity date;

(b) amount outstanding;

(c) issue price;

(d) date of payment of interest;

(e) date and terms of redemption; and

(f) details of any securities or guarantees relating to the debt;

(vii) one copy of the listing particulars conforming with the requirements for the contents of such documents as outlined in Section 6.03 of these Bye-laws, which must be dated and signed by every person who is named therein as a director or proposed director of the company or by his agent authorised in writing. Where any document referred to above is signed by an agent a certified copy of the authorisation of such signature must be annexed;

(viii) a list of the names of shareholders and their respective shareholdings together with a certificate of distribution, signed by an officer of the applicant, showing as of a recent date an analysis of the securities applied for in the following format :

Holders Holding

(ix) a statement stating the name of any person other than a Director, so far as known to the issuer, who, directly or indirectly, is interested in five per cent or more of the issuer's capital together with the amount of each such person's interest or, if there are no such persons, an appropriate negative statement;

(x) one copy of all material contracts not being contracts entered into by the Company and its subsidiaries in the ordinary course of business, during the preceding twenty four months;

(xi) a certified copy of :

(a) the resolution(s) authorising the issue of new securities to be traded and subsequently allotting the same; and

(b) the resolution(s) approving and authorising the issue of the listing particulars or equivalent offering documents;

(xii) the written consent of any expert to make use of his report(s) referred to in the listing particulars or equivalent offering document;

(xiii) a declaration in the form supplied by the Council as to filing of documents and other matters;

(xiv) a certified copy of every letter, report, valuation, contract, resolution or other document reproduced or referred to in the listing particulars or equivalent offering document;

(xv) a copy of any notice of meeting referred to in the listing particulars.

Where, for any reason, one or more of the above documents cannot be produced, a statement to this effect has to be submitted.

Documents to be filed with an application for the listing of Preference Shares, Bonds, Debentures and Loan Stock

6.02.03 The documents which must be filed in support of an application for Preference Shares, Bonds, Debentures and Loan Stock shall be similar to those required in support of an application for Shares/Stocks as outlined in bye-law 6.02.02 above, except that the following additional information should be included :

(i) full title of issue;

(ii) a certified copy of the document constituting the loan capital including all relevant details;

(iii) any special legislation under which the debt securities have been created;

(iv) details of any assets which may be used as security for the debt;

(v) final repayment date and any earlier repayment dates;

(vi) date from which interest becomes payable and the due dates for interest;

(vii) where listing is sought for fixed income securities, particulars of the profits cover for interest and of the net tangible assets; the interest rate, if not already indicated above, must be stated.

Where, for any reason, one or more of the documents mentioned in bye-law 6.02.02 cannot be produced a statement to this effect has to be submitted.

Application procedure for Companies already having securities traded on the Exchange

6.02.04 A similar procedure to that outlined in bye-laws 6.0201 to 6.02.03 must be followed in respect of companies applying for a further listing of securities on the Exchange. However, the Council may exempt an applicant from submitting certain documents and information already in its possession or which the Council deems superfluous.

Application procedure - Government and other Legal Persons

6.02.05 (i) These requirements apply to debt securities issued by :

(a) the Government of the Republic of Malta;

(b) other legal persons which are not limited liability companies which are set up or governed by a special law or pursuant to such a law or those whose debt securities to be issued are unconditionally and irrevocably guaranteed by Government; and

(c) other statutory bodies.

(ii) In the case of securities issued by the Government of the Republic of Malta and any body falling under the description in (i) above, the Listing Committee will have regard to information already available to the public in deciding on the application of these requirements.

(iii) The following documents must be submitted in draft form where appropriate for approval, at least fourteen days prior to intended publication of the listing particulars or equivalent offering document :

(a) four copies of the listing particulars or equivalent offering document, formal notices and in the case of issues by issuers falling within paragraphs (i)(b) and (c) above any other document intended for publication by the issuer or on its behalf;

(b) four copies of any application form to purchase or subscribe securities.

(iv) In the case of issues other than debt securities issued by Government, the following documents must also be lodged with the Exchange :

(a) an application by the issuer for admission to listing in the form set out by these Bye-laws signed by a duly authorised official of the issuer;

(b) an application by the sponsoring stockbroker, if any;

(c) payment of the appropriate charge for listing and, where relevant, the annual charge;

(d) four copies of the listing particulars or equivalent offering document satisfying all the requirements for the contents of such documents one of which must be dated and signed by a duly authorised official of the issuer or by his agent or attorney authorised in writing;

(e) where any document referred to in paragraph (d) above is signed by an agent or attorney, a certified copy of his authority;

(f) a copy of any consent, order and/or resolution authorising the issue.

(v) The contents of the equivalent offering document are set out in bye-law 6.03.04.

(vi) The contents of the listing particulars applicable to bodies falling under this section must reflect the general requirements of listing particulars with modifications and exceptions appropriate to the circumstances.

(vii) Where application is made for the admission of securities by the Government or a body falling under this section and listing particulars are required, admission will not be granted unless the listing particulars or equivalent offering document have first been published in the manner referred to in paragraph (ix) below.

(viii) Save as permitted by the Listing Committee listing particulars or equivalent offering document may not be circulated, or made available publicly, unless they have first been published as required by this section. Circulation is however permitted of draft listing particulars or equivalent offering document, clearly marked as such, for the purposes of arranging underwriting.

(ix) The minimum requirements regarding publication are as follows :

(a) where the listing particulars or equivalent offering document are not published in full in a local daily newspaper, a local newspaper must carry a formal notice;

(b) where the listing particulars or equivalent offering document are published in a newspaper they must be accompanied by a statement that they are available at specific addresses;

(c) a formal notice in a local daily newspaper must state at least the following :

(1) the name of the issuer;

(2) the amount and title of the securities for which listing is sought;

(3) the name of any guarantor of the principal or interest on such securities;

(4) in the case of a fixed-income security with a facility to issue further tranches of that security, the total amount of the security which could be issued under such an arrangement; and

(5) the name of the sponsoring stockbroker, if any.

Preliminary

6.03.01 (i) The listing particulars or equivalent offering document must contain the information necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the issue and of the rights attaching to such securities. Thus any additional information, which although not required specifically by these Bye-laws, is of such importance as to affect the above assessment, must also be included.

(ii) Furthermore, the Council may request any additional information as it considers appropriate in any particular case.

Requirements for contents of listing particulars for Companies

6.03.02 The listing particulars shall include the following :

(i) the full name of the company;

(ii) a statement as follows :

(a) "This document includes particulars given in compliance with the Regulations of the Council of the Malta Stock Exchange for the purpose of giving information with regard to the Company. The directors have taken all reasonable care to ensure that the facts stated herein are true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement herein whether of fact or of opinion. All the directors accept responsibility accordingly".

(b) "Application has been made to the Council of the Malta Stock Exchange for the Company's ...[name the securities]... to be listed and dealings to commence on the Malta Stock Exchange".

(iii) Share Capital

(a) The authorised share capital, the amount issued or to be issued, the amount paid up and the description and nominal value of the shares.

(b) A statement that apart, where applicable, from issues or proposed issues specified in the prospectus, no issue of shares other than to shareholders pro rata to existing holdings, will be made within one year without prior approval of the company in general meeting.

(c) In a case where ten per cent or more of the voting capital (unclassified shares being regarded as voting capital) will remain unissued (disregarding unissued shares reserved for issue against exercise of subsisting conversion rights or options) a statement is to be made that no issue will be made which would effectively alter the control of the company or nature of its business without prior approval of the company in general meeting.

(d) Particulars of any capital of the company or of any of its subsidiaries which has within two years immediately preceding the publication of the document been issued or is proposed to be issued fully or partly paid up otherwise than in cash and the consideration for which the same has been or is to be issued, or an appropriate negative statement.

(e) Particulars of any capital of the company or of any of its subsidiaries which has within two years immediately preceding the publication of the document been issued or is proposed to be issued for case, the price and terms upon which the same has been or is to be issued and (if not already fully paid) the dates when any instalments are payable with the amount of all calls or instalments in arrears, or an appropriate negative statement.

(f) Particulars of any capital of the company or of any of its subsidiaries which is under option, or agreed conditionally or unconditionally to be put under option, with the price and duration of the option and consideration for which the option is or will be granted, and the name of the grantee or an appropriate negative statement

Provided that where options have been granted or agreed to be granted to all the members or debenture holders or to any class thereof or to employees under a share option scheme, it shall be sufficient, so far as the names are concerned, to record that fact without giving the names of the grantees unless they are directors.

(iv) Loan Capital and Borrowings

In relation to the company and its subsidiaries :

(a) particulars of the loan capital, including term loans, outstanding or created but unissued and of all hypothecs or charges, or an appropriate negative statement;

(b) particulars, as at the latest date reasonably practicable, of other borrowings or indebtedness in the nature of borrowing, including bank overdrafts and liabilities under acceptance, other than normal trade bills, or acceptance credits, hire purchase commitments, or acceptance credits, hire purchase commitments, or guarantees or other material contingent liabilities, or, if 3there are no such liabilities, a statement to that effect.

Inter-company liabilities within the group should normally be disregarded, a statement to that effect being made, where necessary.

(v) Particulars of directors, company secretary and professional advisers

(a) The full name, address, nationality and description of every director.

(b) The full name and professional qualification, if any, of the secretary and the address of the registered office of the company.

(c) The names and addresses of the bankers, registrars, sponsors, and lawyers.

(d) The name and address and professional qualifications of the auditors.

(vi) Registration

The registration date and registration number of the company.

(vii) Rights of Shareholders

An application in respect of shares has to include details in regard to :

(a) the voting rights of the shareholders;

(b) if there is more than once class, the rights of each class as regards dividend, capital, redemption, liquidation, the creation or issue of further shares ranking in priority to or pari passu with each class other than the lowest ranking equity, and the rights to appoint directors;

(c) a summary of the consents necessary for the variation of such rights.

(viii) Rights of Stockholders

Where the application relates to loan capital, the rights conferred upon the holders thereof, and particulars of the security, if any.

(ix) Powers of the Directors

The provisions or a sufficient summary of the provisions of the Articles of Association or other corresponding document with regard to :

(a) any power enabling a director to vote on a proposal, arrangement, or contract in which he is materially interested;

(b) any power enabling the directors, in the absence of an independent quorum, to vote remuneration, including pension or other benefits, to themselves or any members of their body;

(c) borrowing powers exercisable by the directors and how such borrowing powers can be varied; and

(d) retirement or non-retirement of directors over an age limit.

(x) Company's Business

The general nature of the business of the company and its subsidiaries, if any, and in cases where the company or its subsidiaries, carry on two or more activities which are material, having regard to profits or losses, assets employed or any other factor, information as to the relative importance of each such activity. If the company or its subsidiaries trade outside Malta a statement showing a geographical analysis of its trading operations.

(xi) Trade Investments

The name, date and country of registration, whether public or private, general nature of business, issued capital and the proportion thereof held or about to be held, shall be stated in regard to :

(a) every company whose results are, or are proposed, to be dealt within the consolidated accounts; and

(b) other investments in which the applicant has at least a ten per cent interest or which are material in relation to the company.

(xii) Trading Prospects

(a) A statement as to the financial and trading prospects of the company and its subsidiaries, if any, together with any material information which may be relevant thereto, including all special trade factors or risks, if any, which are not mentioned elsewhere in the document and which are unlikely to be known or anticipated by the general public, and which could materially affect the profits.

(b) Where the application relates to equity share capital a forecast of future dividend payments.

(c) Where the application relates to fixed income securities particulars of the profits cover for dividend/interest, and of the net tangible assets cover for the specific issue and for the aggregated long-term debt of the company.

(xiii) A statement by the directors that in their opinion the working capital available is sufficient or, if not, how it is proposed to provide the additional working capital considered by the directors to be necessary.

The directors are solely responsible for this statement. Such a statement should cover the period of at least one year from the date of the publication of the listing particulars.

(xiv) Where the securities to which the application relates were issued for cash within the two years preceding the publication of the document, or will be issued for cash, a statement or an estimate of the net proceeds of the issue and a statement as to how such proceeds were or are to be applied.

(xv) (a) Particulars of any preliminary expenses incurred or proposed to be incurred and by whom the same are payable;

(b) the amount or estimated amount of the expenses of the issue and of the application for grant of permission to deal on the Exchange so far as the same are not included in the statement of preliminary expenses.

(xvi) Particulars of any commissions, discounts, brokerages or other special terms granted within two years immediately preceding the publication of the document in connection with the issue or sale of any capital of the company or any of its subsidiaries, or an appropriate negative statement.

(xvii) A statement showing :

(a) the interest of each director in the share capital of the company distinguishing between beneficial and non-beneficial interest, or an appropriate negative statement; and

(b) particulars of any interest, other than that of a director, in five per cent or more of the share capital of the company and the amount of the interest in question, or an appropriate negative statement.

(xviii) (a) Details of directors' existing or proposed service contracts with the company or any subsidiary, excluding contracts expiring, or determinable by the employing company without payment of compensation within one year, or an appropriate negative statement.

(b) The aggregate emoluments of the directors during the last completed financial period together with an estimate of the amount payable to the directors, including proposed directors, for the current financial period under the arrangements in force at the date of the document.

(c) Full particulars of the nature and extent of the interest, direct or indirect, if any, of every director in the promotion of, or in any assets which have been, within the two years preceding the publication of the document, acquired or disposed of by or leased to the company or any of its subsidiaries, or are proposed to be acquired, disposed of by or leased to the company or any of its subsidiaries, including :

(1) the consideration passing to or from the company or any of its subsidiaries; and

(2) short particulars of all transactions relating to any such assets which have taken place within two years immediately preceding the publication of the document, or an appropriate negative statement.

(d) Full particulars of any contract or arrangement subsisting at the date of the document in which a director of the company is materially interested and which is significant in relation to the business of the company and its subsidiaries, taken as a whole, or an appropriate negative statement.

(e) The total of any outstanding loans granted by the company or any member of the group to the directors and also any guarantees provided for their benefit.

(xix) A statement that the company or any of its subsidiaries has or has not, as the case may be, any litigation or claims of material importance pending or threatened against it.

(xx) (a) The name of any promoter and/or a third party with a material interest in the issue should also be named. If the promoter and/or the third party is a company, the Council may require a statement of its issued share capital; the amount paid up thereon; the date of its incorporation; the names of its directors, bankers and auditors; and such other particulars as the Council thinks necessary in connection therewith.

(b) The amount of any cash or securities paid or benefit given within the two years immediately preceding the publication of the document, or proposed to be paid or given to any promoter, and the consideration for such payment or benefit.

(xxi) Where the document includes a statement purporting to be made by an expert, a statement that the expert has given and has not withdrawn his written consent to the issue of the document with the statement included in the form and context in which, it is included.

(xxii) When relevant, in the absence of a statement that income tax or death and donation duty clearance have been obtained, a statement that appropriate indemnities have been given. The Council may require such indemnities to be supported by continuing guarantees.

(xxiii) The dates of and parties to all material contracts not being contracts entered into by the company and its subsidiaries, if immediately preceding the publication of the document, together with a summary of the principal contents of each contract including particulars of any consideration passing to or from the company or any subsidiary.

(xxiv) A statement that the following documents or certified copies thereof will be available for inspection at the registered office of the company for at least fourteen days from the date of publication of the prospectus :

(a) the Memorandum and Articles of Association;

(b) any contracts and written agreements;

(c) each contract disclosed pursuant to paragraphs (xviii)(a) and (xxiii) of this bye-law, or in the case of a contract not reduced into writing, a memorandum giving full particulars thereof; all reports, letters or other document, balance sheets, valuations and statements by any expert reproduced or referred to in the document; written consents of experts; and the audited accounts of the company and its subsidiaries for each of the three financial years preceding the publication of the document together with all notes, certificates or information required by the Commercial Partnerships Ordinance Cap. 168.

(xxv) Each copy of the listing particulars must contain an application form which may be used to apply for the securities to be offered.

(xxvi) Financial Information concerning the Issuer or Group

(a) Information with respect to the profits and losses, assets and liabilities, financial record and position of the company or the group in the form of an auditors' or an accountants' (qualified under the Accountancy Profession Act 1979 to act as auditors to the issuer) report for each of the last three completed financial years or such lesser period as may be acceptable to the Council. The information required in an auditors' or an accountants' report is set out in Section 6.04.

(b) Where any member of the group was itself a listed company during the twelve months prior to the publication of the listing particulars, a comparative table of financial information as mentioned in paragraph (c)(1) below relating to that member may be provided instead of a report, together with a proforma statement combining such information with that given in the report mentioned above.

(c) Information for the last three financial years with respect to the profits and losses, assets and liabilities, financial record and position, set out as a comparative table together with the notes on the annual accounts for the last financial year :

(1) for the company or the group; and

(2) for any company acquired since the date of the last published audited accounts of the group in respect of which an accountants' report has already been submitted to shareholders or which was itself during the last twelve months a listed company, together with a proforma statement combining the assets and liabilities and profits or losses for the latest financial years given in accordance with this sub-paragraph and (1) above.

(d) A statement that the annual accounts have been audited. If audit reports on the annual accounts have been refused by the auditors or if they contain qualifications, such refusal or such qualifications must be reproduced in full and the reasons given.

(e) An indication of other information in the listing particulars which has been audited by the auditors.

(f) If the issuer prepares consolidated annual accounts only, it must include those accounts in the listing particulars in accordance with paragraphs (a), (b) or (c), as appropriate.

(g) If, in the course of the abovementioned period of three financial years, the number of shares in the issuer has changed as a result, for example, of an increase in or reduction or reorganisation of capital, the profit or loss per share must be adjusted to make them comparable. In that even the adjustment formulae used must be disclosed.

(h) Particulars of any arrangements under which future dividends are waived or agreed to be waived.

(i) If at the date of the publication of the listing particulars or equivalent offering document more than nine months will have elapsed since the end of the financial year to which the last published annual accounts relate, an interim financial statement covering at least the first six months of the current financial year must be included. If such interim financial statements are unaudited, that fact must be stated and a profit forecast for the twelve months ending after the end of the financial year to which the last published accounts relate should be included with the reports referred to in bye-law 6.02.02 paragraph (iv) above. If such financial statements are audited a profit forecast for the twelve months ending after the end of the audited interim financial statements should be included with the report referred to in bye-law 6.02.02 paragraph (iv) above.

(j) Where the issuer prepares consolidated annual accounts, the interim financial statements as well as any profit forecast must be prepared on a consolidated basis.

(k) Statement of any significant change in the financial or trading position of the group which has occurred since either the end of the last financial year for which annual accounts have been published or the publication of the latest interim financial statement, or an appropriate negative statement.

Requirements for contents of Listing Particulars, Circular Letters or other documents to shareholders issued by Companies a part of whose capital is already traded on the Exchange

6.03.03 (i) In general, but with modifications and exceptions appropriate to the circumstances, listing particulars, circulars and documents addressed to shareholders issued by a company already having securities traded on the Exchange should contain the information set out in bye-law 6.03.02 above.

(ii) In the case of an application for grant of permission to deal in securities offered by way of rights to holders of a security already traded on the Exchange, the documents of offer must state :

(a) the date the offer expires;

(b) that the right to subscribe is of value and transferable;

(c) that in all cases of doubt, or if prior to receipt the addressee has sold, other than ex-rights, all or part of his registered holding of the existing securities, a stockbroker, bank manager, lawyer or accountant should be consulted immediately;

(d) that permission to deal on the Exchange has been granted;

(e) how securities not taken up will be dealt with;

(f) the time, being not less than twenty-one days, in which the offer may be accepted;

(g) the pro rata entitlement;

(h) the last date on which transfers were accepted for registration for participation in the issue;

(I) how the securities rank for dividend or interest;

(j) the proposed date of issue of the advice note by the Central Securities Depository; and

(k) how fractions, if any, are to be treated.

(iii) Where the securities for which grant of permission to deal is sought are allotted by way of capitalisation of reserves or undistributed profits to the holders of an existing security traded on the Exchange the document giving information must state :

(a) the pro rata entitlement;

(b) the last date on which transfers were or will be accepted for registration for participation in the issue;

(c) how the securities rank for dividend or interest;

(d) the proposed date of issue of the advice note by the Central Securities Depository;

(e) how fractions, if any, are to be treated;

(f) that the entitlement, if renounceable, is of value and negotiable and that in all cases of doubt, or if prior to receipt, the addressee has sold, other than ex-rights, all or part of his registered holding of the existing securities, a stockbroker, bank, manager, lawyer, or accountant, should be consulted immediately.

Requirements for contents of offering documents of the Government of the Republic of Malta

6.03.04 This section applies to issues by the Government of the Republic of Malta and sets out the basic requirements for the contents of offering documents issued by it. The Listing Committee will have regard to information already available to the public in deciding on the application of these requirements :

(i) name of the issue;

(ii) statement that :

"Application has been made to the Council of the Malta Stock Exchange for [the securities which should be stated] to be admitted to the Official List";

(iii) amount and title of the securities for which listing is sought;

(iv) authority under which the securities are issued;

(v) names and addresses of the bankers and sponsoring stockbroker, if any;

(vi) details of the revenue and capital against which the security is charged and of the revenue cover for interest, if appropriate;

(vii) terms and conditions of issue of the securities, particularly :

(a) the rights conferred as regards income and capital, with information as to the amount and application of any sinking fund, any right of the authority to redeem before maturity, any rights of conversion, or other similar rights and the securities upon which any loan is charged, if any. In addition to interest payment dates, the dates on which a balance is struck for the purposes of payment should be stated if this is included in the condition of issue or other provisions; and

(b) the price at which and terms upon which the securities have been issued or agreed to be issued, and whether the same has or has not been paid up in full. If not paid up in full, particulars of all payments still to be made with due dates of payment must be given;

(viii) each copy of the offering document must contain an application form which may be used to apply for the securities to be offered.

6.04 Accountants' Reports

6.04.01 This section sets out the detailed requirements for reports by accountants concerning an issuer's profits and losses, assets and liabilities or circulars. The obligation to include such reports is set out in bye-law 6.03.02 paragraph (xxvi)(a).

6.04.02 A new applicant is usually required to have prepared accounts in accordance with the Commercial Partnerships Ordinance Cap. 168 covering the three years preceding application for listing, and the report should cover the profits and losses of each of those three financial years. However in exceptional cases the Committee may, on application, allow a report covering a shorter period if that is desirable in the interest of the company and of investors and the Committee is satisfied that investors will have the necessary information available to arrive at an informed judgement on the company and the securities for which listing is sought.

6.04.03 Any report required by paragraph (xxvi) of bye-law 6.03.02 should include all companies in the group (in the case of companies acquired during the period, on an appropriate basis having regard to the date of acquisition and the form of the consideration) and any company or group of companies which as a result of either :

(i) any agreement made since the date to which the last published annual accounts of the issuer have been made up and audited; or

(ii) unconditional acceptance of any offer contained in the listing particulars or circular made during the period referred to in (i) above,

will, subject to any conditions contained in such agreement or offer being fulfilled, become a subsidiary or subsidiaries of the issuer.

6.04.04 A listed company is required in accordance with Section 6.06 to circularise information to its shareholders in respect of certain acquisitions of either the share capital of a company which is not a listed company, or assets whether representing a business or otherwise. The accountants' report in these circumstances need only relate to the acquisition.

6.04.05 When share capital of an unlisted company is being acquired by a listed company on a basis which would not result in the former becoming a subsidiary, or where assets not representing a business are being acquired, the Listing Committee should be consulted concerning the requirement to report on profits and losses.

6.04.06 The report must be prepared by accountants who should be independent both of the issuer and of any company concerned to the same degree as is required of auditors under the law and in accordance with the guidance on independence issued by the Malta Institute of Accountants and in the absence of specific guidance on specific matters, in accordance with the "Guideline on Professional Ethics for the Accountancy Profession" issued by the International Federation of Accountants. This lays down the principals that the reporting accountants should both be and appear to be free of any interest which might be regarded, whatever its actual effect as being incompatible with integrity and objectivity. The Guideline cites a number of matters which should be considered and which the Council would not find acceptable in principle, including financial interests or shareholdings in client companies.

6.04.07 The reporting accountants must report on, inter alia, the information set out below in respect of each of the three completed financial years immediately preceding the publication of the listing particulars or circular, or in respect of each of the financial years since the incorporation of the company or, where relevant, the commencement of the business., if this occurred less than three years prior to the accounting policies currently applied by the issuer. If the report is in respect of a period ending on a date earlier than three months before publication, a statement that no accounts have been made up since that date must be included. The accountants, who must be named in the report, which must be dated, should report at least on the information below in accordance with current practice. In the case of a report concerning a business acquired which is not a corporate entity, most of the items noted below will be relevant and should be included on the appropriate basis :

(i) turnover or other operating income or revenue;

(ii) depreciation and amortisation;

(iii) investment and other income;

(iv) directors' remuneration;

(v) auditors' remuneration;

(vi) interest payable and, show separately, leasing or hire expenses;

(vii) exceptional items;

(viii) share of profits or losses of associated companies;

(ix) profits/losses before taxation and extraordinary items;

(x) taxation, including share of associated companies;

(xi) minority interest;

(xii) amount absorbed by preferential dividends;

(xiii) profits/losses attributable to equity shareholders before extraordinary items;

(xiv) extraordinary items and related tax;

(xv) profit attributable to equity shareholders; and

(xvi) movements of reserves of holding company.

6.04.08 A statement of the assets and liabilities of the company or, if the company has subsidiaries, the consolidated accounts at the end of each of the accounting periods covered in bye-law 6.04.07 above.

6.04.09 The source and application of funds statements of the company or group for each of the accounting periods covered in bye-law 6.04.07 above.

6.04.10 The rate of dividend and amount absorbed thereby for each class of shares and any waivers during each of the financial periods covered by bye-law 6.04.07 above.

6.04.11 Amount of profit or loss after taxation per share arising out of the issuer's ordinary activities and dividend per share for each of the financial periods covered by bye-law 6.04.07 above.

6.04.12 A statement as at the end of each period reported on showing as regards (a) bank loans and overdrafts and (b) other borrowings of the company or group the aggregate amounts repayable :

(i) in 1 year of less, or on demand;

(ii) between 1 and 2 years;

(iii) between 2 and 5 years; and

(iv) in 5 years or more.

6.04.13 A note of the principal accounting policies in operation at the date of the latest balance sheet, together with a note of any significant changes in policies during the period covered by bye-law 6.04.07 above, with an indication of the effect of any such changes.

6.04.14 Such notes as are necessary for a reasonable understanding of the figures given under bye-laws 6.04.07 and 6.04.08 above. Movements in reserves not reflected in the profit attributable to equity shareholders should be described and quantified.

6.04.15 A statement that the annual accounts for the last three years contained no qualification in the audit reports, or where that was not the case, the nature of such qualifications, together with such explanations by the directors as appear relevant.

6.04.16 In making their report the accountants should make any adjustments appropriate for the purposes of the report and state therein that all adjustments considered necessary have been made, or where appropriate, that no adjustments were necessary. Where adjustments are made, a written statement (the statement of adjustments) is required to be included in the accountants' report.

6.04.17 (i) The statement of adjustments should set out, for each of the years reported upon, each adjustment made in respect of any item referred to in bye-laws 6.04.07 and 6.04.08 above so as to reconcile the figures in the report with the corresponding figures in the audited accounts.

(ii) The accountants should express an opinion whether or not for the purpose of the listing particulars or circular and a true and fair view is given of the state of affairs, of the profits or losses and the source and application of funds for the periods reported on.

(iv) Where the accountants qualify their report, they should refer to all material matters about which they have reservations. All reasons for the qualification should be given and its effect quantified if this is both relevant and practical. A qualified report in respect of a new applicant will not normally be acceptable where the qualification relates to a matter of significance to investors.

(v) Where the report relates to an acquisition and is expected to be qualified as to any of the latest three years, the Council should be consulted at an early stage.

(vi) Where a material proportion of the profits arises or a material proportion of the assets is situated outside Malta, the report should give a sufficient indication of the amount and source or situation of such profits or assets.

6.05 Continuing Listing Obligations

Introduction

6.05.01 (i) Once a security is listed and remains on the Official List the issuer must retain the services of a stockbroker who will be responsible to ensure at all times that the issuer complies in all respects with any continuing obligations under this section.

(ii) The issuer must comply with the requirements of the Malta Stock Exchange and provide forthwith any explanation requested by the Exchange and is to make all such communication with the Exchange through its stockbroker.

(iii) The issuer shall promptly advise the Exchange of the resignation, dismissal or appointment of another stockbroker.

(iv) A broker appointed under paragraph (i) must comply with the requisites of bye--law 6.01.03(ii).

(v) The Council of the Exchange may subject the companies to obligations more stringent than those provided for hereafter or to additional obligations, provided that they apply generally to all companies or to all companies of a given class.

Authorised omissions

6.05.02 Without prejudice to anything contained in this bye-law the Council may authorise the omission from the half-yearly report of certain information provided for in these Bye-laws if it decides that disclosure of such information would be contrary to the public interest or seriously detrimental to the company, provided that, in the latter case, such omission would not be likely to mislead the public with regard to facts and circumstances, knowledge of which is essential for the assessment of the shares in question. The company or its representatives shall be responsible for the correctness and relevance of the facts on which any application for such exemption is based.

Immediate announcements to be made to the Exchange for release to members of the Exchange

6.05.03 A company cannot make announcements during trading sessions of the Exchange.

Information to maintain a fair market

6.05.04 The company must provide the Exchange with :

(i) any information concerning the company or any of its subsidiaries necessary to avoid the establishment of a false market in the company's securities by reason of the circulation of misinformation among investors;

(ii) any information specific to its business, likely to materially affect the price of its securities;

(iii) any decision to declare any dividend or other distribution on listed securities or not to declare any dividend or interest payment on listed securities must be notified after board approval;

(iv) any change in senior management including directors;

(v) the filing of a winding-up application;

(vi) any notice of shareholdings of five per cent or more of the equity share capital or changes received by the company and details thereof, and any acquisition of shares of an unquoted company;

(vii) any sale of shares in another company resulting in a company ceasing to be a subsidiary.

Company Announcements

6.05.05 The company must provide the Exchange with :

(i) the date fixed for any board meeting at which the declaration or recommendation or payment of a dividend on listed shares is expected to be decided, or at which any announcement of the profits or losses in respect of any year, half-year or other period is to be approved for publication must be notified in advance;

(ii) all resolutions put to a general meeting of a company as special business as provided by the Commercial Partnerships Ordinance Cap. 168 and immediately after such meeting whether or not the resolutions were carried;

(iii) any change of address of the registered office of the company;

(iv) any proposed changes to the Memorandum and Articles of Association of the Company.

Reports

6.05.06 Listed companies must publish the following reports :

(i) Periodic Reports

(a) A half-yearly report on the activities and profits and losses for the first six months of each financial year has to be published within three months following the first half-year. In exceptional cases, the Council may extend the time limit for publication.

(b) The half-yearly report should include figures and an explanatory statement relating to the activity and profits and losses during the half-year and including in table form at least the following :

(1) net turnover;

(2) profit or loss before taxation and extraordinary items;

(3) taxation on profits; income tax and, if material, share of associated companies to be shown separately;

(4) minority interests;

(5) profit or loss attributable to shareholders, before extraordinary items;

(6) extraordinary items net of taxation;

(7) profit or loss attributable to shareholders;

(8) rates of dividend(s) paid and proposed and amount absorbed thereby;

(9) earnings per share expressed as cents per shares; and

(10) comparative figures in respect of (1) to (9) inclusive for the corresponding previous period.

(c) The figures shall be prepared on exactly the same Accounting Standards and Accounting Policies as the Annual Accounts.

(d) The half-yearly report has to be published in at least one local daily newspaper.

(e) When accounting information in the half-yearly report has been audited by the auditor of the company, the auditor's report shall be reproduced in full, together with any qualifications which may have been made.

(ii) Annual Reports

An annual report and accounts, audited in accordance with the International Auditing Guidelines in force at the year end, published within six months of the end of the financial period to which they relate.

(a) If the companies have subsidiaries, the accounts must be in consolidated form.

(b) The annual report must at least contain the following items :

(1) the profit and loss account together with comparative figures for the previous year;

(2) the balance sheet together with comparative figures for the previous year;

(3) a statement of source and application of funds with comparative figures for the previous year;

(4) the Auditor's report on (1), (2) and (3) above;

(5) a statement as at the end of the financial year, showing the interest of each director of the company in the share capital of the company, or in any related company;

(6) a statement made up to a date not earlier than six weeks from the date of issue of the annual audited accounts indicating the date of such statement and setting out;

(aa) the names of shareholders holding five per cent or more of the equity share capital as shown in the company's Register of Shareholders;

(bb) the number of holders of each class of shares and the voting rights attaching to each class;

(cc) a distribution schedule of each class of shares setting out the number of holders in the following categories :

(dd) the name of the company's secretary, the address and telephone number of the registered office.

(iii) Other

A preliminary profits statement for the full year including the information required by paragraph (i)(b) above to be published in at least one local newspaper.

Transactions by Directors and Employees of Listed Companies

6.05.07 (i) A director should not deal directly or indirectly in any of the security of the company :

(a) at any time when he is in possession of unpublished price-sensitive information in relation to those securities;

(b) prior to the announcement of matters of an exceptional nature involving unpublished price-sensitive information in relation to the market price of the securities of the company.

(ii) The same restrictions apply to dealings by a director in the securities of any other listed company when by virtue of his position as a director his own company, he is in possession of unpublished price-sensitive information in relation to those securities.

(ii) The same restrictions apply to any employee of the company or director or employee of a subsidiary company who, because of his office or employment in the company or a subsidiary is in possession of unpublished price-sensitive information in relation to the securities of any listed company.

(iv) During the periods of two months immediately preceding the preliminary announcement of the company's annual results and of the announcement of the half-yearly results together with dividends and distribution to be paid or passed, a director should not purchase any securities of the company nor should he sell any such securities unless the circumstances are exceptional, for example where a pressing financial commitment has to be met.

(v) These restrictions on dealings by a director should be regarded as equally applicable to any dealings by the director's spouse or by or on behalf of any infant child and any other dealings in which he is to be treated as interested. It is the duty of the director, therefore, to seek to avoid any such dealing at a time when he himself is not free to deal.

6.06 Acquisitions and Realisations

6.06.01 In order to classify acquisitions and realisations the following criteria will be used :

(i) the value of the assets acquired or disposed of, compared with the assets of the acquiring or disposing company;

(ii) net profits, after deducting all charges except taxation and excluding extraordinary items, attributable to the assets acquired or disposed of compared with the profits of the acquiring or disposing company;

(iii) the aggregate value of the consideration given or received, compared with the assets of the acquiring or disposing company;

(iv) equity capital issued by the company as consideration for the acquisition, compared with the equity capital already in issue.

6.06.02 If any of the above tests amount to 5% or more, a detailed announcement to the Exchange and to the press is required.

6.06.03 If any of the above tests amount to 35% or more, a circular to shareholders is required in addition to an announcement to the Exchange and to the press.

6.06.04 Consultation in advance with the Exchange is required if any of the tests amount to 100% or more. In these cases it will normally be necessary to publish listing particulars or a circular to be sent to shareholders and be subject to prior approval of the company in general meeting.

6.06.05 Transactions involving directors or major shareholders should be subject to prior approval of the company in general meeting. The Exchange should be contacted prior to any contract of this nature being entered into.

6.06.06 Solely for the purpose of determining the classification of a transaction, involving any acquisition or disposal of equity capital, the value of such capital is to be assessed by reference to the book value of the net assets, excluding goodwill and other intangibles and after deducting loan capital and amounts set aside for future taxation, represented by such capital in any acquisition or disposal of assets other than equity capital, the value of such assets is to be assessed by reference to the consideration.

6.06.07 Where the consideration in the form of equity capital, the Listing Committee may determine the value of the consideration by reference either to the market value of such share capital or the book value of the net assets represented by such share capital as defined above.

6.06.08 "The assets of the acquiring or disposing company" means the book value of the net assets as defined above. In all cases the figures used for companies will be taken from the latest published consolidated accounts adjusted to take account of subsequent transactions in the manner described in bye-law 6.06.10 below.

6.06.09 The requirements outlined above cover transactions where the consideration is satisfied by cash, shares or other securities or some other asset, or a combination of these. The Listing Committee may be prepared to vary the required information in marginal transactions.

6.06.10 In deciding whether a circular should be sent to shareholders, the Listing Committee may aggregate acquisitions or realisations that have taken place since either the publication of the last accounts, or the issue of the last circular, whichever is the later. Such aggregated transactions may then be treated as if they were one transaction if they were all completed within a short period of time, and the total of transactions not falling within bye-law 6.06.04 above is in excess of 100% as defined above. The value of transactions in respect of which adequate information has already been issued to shareholders will be included in the net tangible assets or profits of the acquiring or disposing company for comparison with the transaction or transactions under consideration.

6.07 Articles of Association

Introduction

6.07.01 The Articles of Association of all companies seeking admission to listing must conform with the provisions as set out hereunder. Only in very exceptional circumstances will the Exchange grant exemption from compliance with any of the provisions.

Directors

6.07.02 (i) All directors of a company shall be individuals.

(ii) Subject to such exceptions specified in the Articles of Association as the Council may approve, a director shall not vote on any contract or arrangement or any other proposal in which he has a material interest.

(iii) An election of directors shall take place every year. All directors, except a Managing Director, shall retire from office once at least in each three years, but shall be eligible for re-election.

(iv) The office of a director shall become vacant should he become of unsound mind, is convicted of any crime involving public trust, or declared bankrupt during his term of office.

(v) The maximum annual aggregate emoluments as well as any increase of such emoluments of the Directors shall be established pursuant to a resolution passed at a General Meeting where notice of the proposed aggregate emoluments and any increase has been given in the notice convening the meeting.

(vi) Any person appointed by the directors to fill a casual vacancy or as an addition to the board will hold office only until the next following Annual General Meeting of the company, and will be eligible for re-election.

(vii) The company is to give at least fourteen days notice to its shareholders to submit names for the election of directors. Notice to the company proposing a person for election as a director, as well as the latter's acceptance to be nominated as director shall be given to the company not less than fourteen days prior to the date of the meeting appointed for such election.

Accounts

6.07.03 A printed copy of the profit and loss account and balance sheet including any directors' report attached thereto, will, at least fourteen days prior to the general meeting, be delivered or sent by post to every member and/or stockholder.

Capital

6.07.04 (i) The share capital structure, the ranking of any different classes or shares for all distributions, and the specific rights of each class of shares must be stated.

(ii) The company shall not issue shares to transfer a controlling interest without prior approval of the shareholders in general meeting.

(iii) Unless the shareholders approve in a general meeting, no director shall participate in an issue of shares to employees.

(iv) Preference shareholders shall have the same rights as ordinary shareholders as regards receiving notices, reports and balance sheets, and attending general meetings of the company.

(v) Preference shareholders shall also have the right to vote at any meeting convened for the purpose :

(a) of reducing the capital, or

(b) winding up, or

(c) where the proposition to be submitted directly affects their rights and privileges, or

(d) when the dividend on their shares in arrears more than six months.

Dividends

6.07.05 Any amount paid up in advance of calls on any share may carry interest but will not entitle the holder of the share to participate in respect of such amount in any dividend.

Transfers

6.07.06 There shall be no restriction on the right to transfer securities which are listed.

Borrowing Powers

6.07.07 The scope of the borrowing powers of the Board of Directors shall be expressed.

Notice of Meetings

6.07.08 (i) A general meeting of the company shall be deemed not to have been duly convened unless at least fourteen days' notice has been given to all shareholders in writing, wherein is stated the place, day and hour of the meeting and in case of special business, the general nature of that business.

(ii) Any notice of the meeting called to consider extraordinary business shall be accompanied by a statement regarding the effect and scope of any proposed resolution in respect of such extraordinary business.

Winding-Up

6.07.09 (i) The basis on which shareholders would participate in a distribution of assets on a winding-up shall be expressed.

(ii) On the voluntary liquidation of the Company, no commission of fee shall be paid to a liquidation unless it shall have been approved by shareholders. The amount of such payment shall be notified to all shareholders at least seven days prior to the meeting at which it is to be considered.

Alteration of Articles

6.07.10 Companies admitted to listing shall not delete, amend or add to any of their existing Articles, which have previously been approved by the Exchange, unless prior written approval has been sought and obtained from the Exchange for such deletion, amendment or addition.

Proxy

6.07.11 The company is required to design proxy forms in a manner which will allow a shareholder of a company to indicate how he would like his proxy to vote in relation to each resolution.

6.08 General

The Central Securities Depository

6.08.01 (i) The Central Securities Depository will maintain the register for each security admitted to a listing on the Exchange, and will deal will all communications with the registered holders of each security, including the dispatch of dividend and interest payments.

(ii) The registration of any transfer of a security will not be refused except where the registration of such transfer would result in a contravention of the law.

(iii) In accordance with paragraph (ii) above the registration of any transfer of a security is refused the Central Securities Depository shall give to the buying stockbroker and the transferee written notice of the refusal and the precise reasons therefor within ten working days after the date on which the transfer was lodged with the Exchange.

Other

6.08.02 (i) A listed company is required to comply with the requirements of the Exchange covering amalgamations, acquisitions, realisations, take-overs and mergers.

(ii) In the case where a valuation has been conducted on the fixed assets of the Company and/or its subsidiaries, a copy of each of the valuation reports must be submitted to the Exchange.

(iii) Where any agreement has been entered into in connection with any acquisition or realisation of assets or any transaction outside the ordinary course of business of the Company and/or its subsidiaries, and the agreement is likely to materially affect the price of its securities, then the Company shall :

(a) fully inform the Exchange which may at its discretion require to sight any relevant documents; and

(b) forward to the Exchange a draft of a public announcement for the general information of investors, and subject to such additional and/or amendments, if any, as the Exchange may consider appropriate, the company shall publish the said announcement within a period of one week from date of submission of draft to the Exchange.

(iv) All documents forwarded to the Exchange by a company shall become and remain the property of the Exchange which may, in its absolute discretion, copy any or all of such documents and forward such copies to any Exchange, the public, the media or any other interested party where it is necessary to safeguard the interest of the general public.

(v) The company should supply the Exchange with a minimum of twenty copies of :

(a) all periodical and special reports, circulars, etc., released or issued by the Company for the information of holders of any of the Company's securities;

(b) the published accounts of the Company and all documents required by law to be annexed thereto, as soon as issued and at least seven days prior to the date of the Annual General Meeting of the Company;

(c) all resolutions passed at General Meetings of the Company;

(d) all proceedings of the Annual General Meeting where they contain information additional to that contained in the Annual Report.

(vi) The company should pay the prescribed annual fees to the Exchange as set out from time to time.


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