CMA LAW: Resolution No. (19) of 2016 Regarding Amending Articles (8-4) and (8-5) of Chapter Eight (Trading in Securities) and Article (14-5) of Chapter Fourteen (Treasury Shares) of Module Eleven (Dealing in Securities) of the Executive Bylaws of Law No. 7 of 2010 Regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities and its Amendments

 
Having Perused:
- Law No. (7) of 2010 regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities and its Amendments; and

- Law No. (1) of 2016 on issuing the Companies Law; and

- Resolution No. (72) of 2015 on issuance of the Executive Bylaws of Law No. (7) of 2010 regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities and its Amendments; and

- Based on the Board of Commissioners' Resolution passed in its meeting No. (9) of 2016 held on 9/3/2016 on amending Articles (8-4) and (8-5) of Chapter Eight (Trading in Securities) and Article (14-5) of Chapter Fourteen (Treasury Shares) of Module Eleven (Dealing in Securities) of the Executive Bylaws of Law No. 7 of 2010 Regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities and its Amendments;

The Following Was Resolved

Article (1)
Article (8-4) of Chapter Eight (Trading in Securities) of Module Eleven (Dealing in Securities) of the Executive Bylaws of Law No. 7 of 2010 regarding the establishment of the Capital Markets Authority and Regulating Securities Activities is hereby amended as follows:
(Founders may only dispose of their Shares at least two financial years after the date on which the company is entered into the Commercial Register. Disposal of shares by one of the founders or a founder’s heir to a Relative of the second degree or to another founder, or by a receiver, the state or a public authority or department to a third party shall be excluded from this provision. Disposal of such shares otherwise shall be deemed invalid. Any party with a relevant interest may invoke the nullity of such action which shall be automatically upheld by court).

Article (2) 
Article (8-5) of Chapter Eight (Trading in Securities) of Module Eleven (Dealing in Securities) of the Executive Bylaws of Law No. 7 of 2010 regarding the establishment of the Capital Markets Authority and Regulating Securities Activities and its Amendments is hereby amended as follows:
(Shareholders may only dispose of their Shares after the company’s issue of its first balance sheet of at least twelve months. Disposal of shares by one of the shareholders or a shareholder’s heir to a Relative of the second degree or to another shareholder, or by a receiver, the state or a public authority or department to a third party shall be excluded from this provision. Disposal of such shares otherwise shall be deemed invalid. Any party with a relevant interest may invoke the nullity of such action which shall be automatically upheld by court).

Article (3)
Article (14-5) of Chapter Fourteen (Treasury Shares) of Module Eleven (Trading in Securities) of the Executive Bylaws of Law No. 7 of 2010 regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities and its Amendments is hereby amended as follows:
(The company may repay the par value of certain shares to the shareholders after getting the approval of the extraordinary general assembly. This value shall be extracted from the company’s undistributed profits and voluntary reserve.
The owners of shares redeemed may be granted dividend shares which have the same rights as the ordinary Shares except for recovering the par value upon liquidation of the company).

Article (4)
The concerned bodies shall execute this Resolution, each within its jurisdiction. This Resolution shall come into force from the date of its issuance. It shall be published in the Official Gazette.

Dr. Nayef Falah Al-Hajraf
Chairman, CMA Board of Commissioners 

Issued on: 13/3/2016
  

Copy of the Official Document

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