LISTING GUIDE FOR PARALLEL/ SIMULTANEOUS LISTING OF SHARES ON THE REGULATED MARKET OF THE CYPRUS STOCK EXCHANGE LISTING GUIDE FOR PARALLEL/ SIMULTANEOUS LISTING OF SHARES ON THE REGULATED MARKET OF THE CYPRUS STOCK EXCHANGE (CSE) This document has been prepared to assist all the interested parties’ by providing information, to enable the parallel* or the simultaneous listing* of Issuers on the Regulated Market of the Cyprus Stock Exchange (CSE). The Guide is based on the description of the electronic application process for both parallel or simultaneous listing of shares, the reference of the listing requirements, documents to be submitted during the application and information about registry services, settlement services and pricing policy. *Parallel Listing: An issuer which has securities listed on a recognised stock exchange may list its securities of the same category which have already been issued or shall be issued at the Cyprus Stock Exchange. *Simultaneous Listing: An issuer seeking to list its securities on the Cyprus Stock Exchange for the first time and which during the last thirty days prior to its application, has submitted or, within thirty days after its application to the Cyprus Stock Exchange, submits an application for listing on a recognised stock exchange of securities of the same category. ONLINE APPLICATION PORTAL The CSE Online Application Portal enables all the interested parties, to complete and forward an electronic application form through its official website for the parallel* or the simultaneous listing* of Issuers on the Regulated Market of the Cyprus Stock Exchange (CSE). This service is provided both in Greek and in English language. There is a detailed guide available for this service on the CSE website (www.cse.com.cy/oap). The stages of the application procedure are: Access code The interested user should secure an access code which will be used to access the Online Application Portal. (www.cse.com.cy/oap). Filling the application The interested user completes the electronic application and he/she has the capability to submit additional information and additional documents through this service. There is a facility to complete the application gradually and save it, until the final stage of its submission to the CSE. Submit the application The CSE confirms the submission of the application. 2 SUBMISSION OF THE APPLICATION FOR PARALLEL OR SIMULTANEOUS LISTING OF SHARES ON THE REGULATED MARKET OF THE CSE For the parallel / simultaneous listing of shares, the applicant must take into consideration the General and Special Listing Requirements of the Regulated Market of the CSE as listed below: GENERAL LISTING REQUIRMENTS It has been legally incorporated and operates. It is a public company and has the power to issue securities to the public. It has power to issue specific securities for which the application is submitted. In the case of parallel listing or when the issuer lists its securities, which are already listed on an organised market, the listing concerns all the titles of the same category issued or to be issued, as well as any rights or other financial derivatives which are converted or grant the right to be converted into titles of the same category as the ones to be listed. It proposes the listing of titles whose transfer is free. If the issuer has titles listed on a foreign stock exchange, it fully complies with the terms and conditions of this stock exchange. It has sufficient working capital. It is not bound against anyone in a manner which is incompatible with the interests of the holders of its titles. It ensures equal treatment of the beneficiaries of the securities of the same category It provides all the necessary guarantees for the protection of investors. It ensures that any future issues shall be offered proportionally, initially to the existing shareholders It proposes fully paid titles for listing Handing its Registry to the Central Depository and Registry in electronic form The greatest part of its revenue or assets does not derive from or is related to shipping companies’ activities unless its application concerns the Shipping Companies Market. In the case of an investment company, state whether its application concerns the listing on the Investment Companies Market. Has at least four Directors 3 SPECIAL LISTING REQUIREMENTS MARKETS/ REQUIREMENTS MAIN PARALLEL ALTERNATIVE MARKET INVESTMENT COMPANIES MARKET LARGE PROJECTS MARKET SHIPPING COMPANIES MARKET Market Capitalization, Equity Capital €15.000.000. €3.500.000, €1.000.000. €1.000.000, €15.000.000, €17.000.000 Equity Capital €8.500.000. year) €3.000.000 (previous year) Not Applicable Equity that is 20%< of the nominal value of its capital. (previous year) €8.500.000 (previous year) OR Equity Capital €13.600.000 (2 previous year) €5.000.000 (2 previous year) €1.000.000 (2 years before listing) Equity that exceed 90% of estimated market cap.(previous year) Not Applicable €12.000.000 and the nominal value of its share capital 20%< of the amount of own equity. €13.600.000 (2 previous year) Free Float (2) At least 25% 1000 physical or legal persons (Holds <2%) At least 20% 300 physical or legal persons At least 10% 100 physical or legal persons. At least 25% 100 physical or legal persons (Holds <2%). At least 25% 300 physical or legal persons (Holds <2%). Exception for lower percentage At least 25% 300 physical or legal persons. Profit After Tax Two of the last three years or Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable 3 years with a positive net worth for the year prior to its listing. 2 years prior to the listing. 3 years Not Applicable 5 years with a positive net worth for the last 5 years prior to its listing. (previous Three of the last five years prior to its listing. Audited Accounts Qualified Auditors’ Report Corporate Governance Code Issue Price 4 years with a positive net worth for the year prior to its listing. Exemption- Listing of recently established issuer Exemption- Listing of recently established issuer which is approved investment company Exemption for 4 years operations- listing with 2 years operations. Exemption - Listing of recently established issuer ExemptionListing of recently established issuer. The Auditors’ Report must not contain any reservation for the year before the listing. Fully adopts the Corporate Governance Code. Not Applicable Not Applicable Not Applicable Not Applicable The Auditors’ Report must not contain any reservation for the year before the listing. Adopt the provisions of the Corporate Governance Code described in Chapter C3, which concerns the establishment of the Audit Committee. Not Applicable Not Applicable Fully adopts the Corporate Governance Code. Fully adopts the Corporate Governance Code. >€0.26 Not Applicable Not Applicable Not Applicable Not Applicable >€0.26 DOCUMENTS SUBMITTED WITH THE APPLICATION OF PARALLEL LISTING Annex 4: Listing Application A certificate by the Stock Exchange on which it has listed its securities stating the market on which it has listed its securities Annex 7: Declaration of the Members of Management Bodies of the Issuer Annex 8: Declaration of the Members of Management Bodies of the Issuer Copy of the Final Prospectus Approval by the Cyprus Securities and Exchange Commission if a Prospectus is needed True copy of the recently verified Memorandum and Articles of Association Annex 13: Dispersion report A copy of the Share Holders Registry in both electronic and paper form duly certified by its Secretary and one authorized Member of its Board of Directors Other Documents DOCUMENTS SUBMITTED WITH THE APPLICATION OF SIMULTANEOUS LISTING Annex 4: Listing Application Annex 6: Company Profile Annex 7: Declaration of the Members of Management Bodies of the Issuer Annex 8: Declaration of the Members of Management Bodies of the Issuer Copy of the Final Prospectus to be published True copy of the recently verified Memorandum and Articles of Association Approval by the Cyprus Securities and Exchange Commission for the publication of the Prospectus or an approval certification that has been submitted to the Securities and Exchange Commission from the competent authority of the Member State of origin. Annex 13: Dispersion report A copy of the Share Holders Registry in both electronic and paper form duly certified by its Secretary and one authorized Member of its Board of Directors Other Documents Please note that the user can submit through the Online Listing Center the application and the supporting documents (without signatures) for examination by the CSE, but the documents should be submitted in paper form and duly signed before the final approval by the CSE Council. LISTING FEES FOR THE PARALLEL LISTING ON THE REGULATED MARKET OF THE CSE Submission and examination of the application Minimum fee €1.879 and maximum fee €7,347 according to the Market to be listed Initial Listing Fee Maximum fee €170.860 and minimum €3.417 (Main Market, Large Project Market, Shipping Companies Market) (according to the market capitalisation) Fee for the undertaking of registry of new issuer Maximum fee €85.430 and minimum fee €2.563 (Parallel Market) Maximum fee €42.715 and minimum fee €1.709 (Alternative Market, Investment Company Market) Up to €1.000.000 0,20% €1.000.001- €5.000.000 0,10% More than €5.000.001 0,05% Minimum fee €3.000 Maximum fee €100.000 Annual fee for registry maintenance Minimum fee €854: 1 – 200 shareholders Additional Fees Annual Issuers Fees (Issuer that is listed on the CSE and it is already listed on a recognised stock exchange will pay only the 50% of annual fee) and other fees for Registry services are available on the CSE website at (www.cse.com.cy) Maximum fee €42.715: > 30.000 shareholders LISTING FEES FOR THE SIMULTANEOUS LISTING ON THE REGULATED MARKET OF THE CSE Submission and examination of the application Minimum fee €1.879 and maximum fee €7,347 according to the Market to be listed Initial Listing Fee Maximum fee €170.860 and minimum €3.417 (Main Market, Large Project Market, Shipping Companies Market) (according to the market capitalisation) Fee for the undertaking of registry of new issuer Maximum fee €85.430 and minimum fee €2.563 (Parallel Market) Maximum fee €42.715 and minimum fee €1.709 (Alternative Market, Investment Company Market) Up to €1.000.000 0,20% €1.000.001- €5.000.000 0,10% More thatn €5.000.001 0,05% Minimum fee €3.000 Maximum fee €100.000 Annual fee for registry maintenance Minimum fee €854: 1 – 200 shareholders Additional Fees Annual Issuers Fees and other fees for Registry services are available on the CSE website at (www.cse.com.cy) Maximum fee €42.715: > 30.000 shareholders The CSE encourages all the interested parties to use this listing guide in combination with the Cyprus Securities and Stock Exchange Laws and the Regulatory Decisions Acts 326/2009 (as amended) that are available on the CSE website www.cse.com.cy . For questions or clarifications regarding the procedure / the listing requirements for parallel/ simultaneous listing for Regulated Market of the CSE, the interested parties may contact the CSE by email info@cse.com.cy or by phone 22712300 (ext. 3 –Issuers matters). 2