Disclosure

Article (34)	A-	1.	No person shall make a public offer unless a prospectus is filed with the Commission, enclosed with all information and data which enable investor to make his investment decision
		2.	The Board shall issue instructions specifying the information and data which shall be included in the prospectus or enclosed therewith.
	B-	Securities offering shall be in one of the following ways:
		1.	A prospectus.
		2.	An advertisement containing a summary of the prospectus and other information or data required by the Commission or authorized thereby pursuant to instructions issued by the Board.
		3.	A written text attached to or preceding the prospectus, provided the prospectus has come into effect.
	C-	The sale of securities that are part of a public offer shall not be binding to the buyer unless he received a copy of the effective prospectus.
	D-	Every person who wishes to market or sell non-Jordanian securities in the Kingdom shall have the Commission’s prior consent in accordance with instructions issued by the Board for this purpose.

Article (35)	A-	In addition to any other requirements the Commission may impose pursuant to Article (34) of this Law, the information and data to be filed together with the prospectus shall include copies of the following:
		1.	Any agreement or agreements concluded with the Underwriter.
		2.	Opinion of legal counsel in respect to the legality of the issuance.
		3.	The Issuer’s memorandum of association if the Issuer is a public shareholding company or a private shareholding company, and a copy of its articles of association and any other documents relevant to the company.
		4.	The partnership agreement or memorandum of association or any other form of organization, if the Issuer is a company or another form and a copy of the underlying agreements or indentures that affect the prices of the stocks, bonds or debt instruments offered or to be offered.
		5.	All contracts that contain material facts and any privilege rights. The Commission may not disclose the content of any portion of any of such contracts if it determines that disclosure of such portion would impair the value of the contract and would not be necessary for the protection of the investors.
		6.	The agreements concluded between the Issuer, the payment agent, and the Custodian of the securities to be offered.
	B-	The Commission may, in accordance with instructions issued by the Board, request any information or data, other than what is provided for in Paragraph (A) of this Article, to be included in a written or electronic document, and attached with the prospectus.

Article (36)	The Board may, in accordance with the bases it determines, grant exemptions from submitting a prospectus in any of the following cases:
	A-	If the number of investors, to which the Public Offer is made, is limited, and the investors are capable of assessing and bearing the investment risks.
	B-	If the monies intended to be raised by the offer are limited.
	C-	If the disclosure submitted to the investors is accurate and sufficient to be considered as a substitute for the prospectus.

Article (37)	A-	The prospectus shall be submitted in a written or electronic form specified by the Commission in accordance with the instructions issued by the Board, and shall be signed by the chairman of the Board of Directors with the general director or the chief executive officer and the chief financial officer of the Issuer, in addition to the following:
		1.	Founders owning more than (75%) of the establishment shares, if the company is in the establishment phrase.
		2.	If the company is a public shareholding company or a private shareholding company, the majority of the members of the Board of Directors of the Issuer.
		3.	The Underwriter or Underwriters, as the case may be.
		4.	The certified auditor who certified financial reports attached to the prospectus.
	B-	The Board may specify a certain form or type of electronic signature to be adopted that shall serve as equivalent evidence to a written signature in accordance with the Electronic Transactions Law.

Article (38)	A-	The prospectus shall become public upon the Board’s consent on its effectiveness.
	B-	The Commission shall provide public access to the effective prospectus and to other information filed in accordance with the provisions of this Law.
	C-	Upon petition by an Issuer or Underwriter, good cause therefore shown, the Board may order portions of the information filed together with the prospectus to be treated as confidential on the grounds that public disclosure would risk disclosing important business secrets. For this purpose, the Board shall hold a hearing to take the appropriate decision regarding the petition.

Article (39)	The prospectus is deemed to be effective thirty days after its submission to the Commission, unless within this period, the Board declares the prospectus effective or rejected. The Board may specify the period during which the prospectus is considered effective.

Article (40)	The Issuer shall inform the Commission in writing or electronically of any changes to the information in the prospectus as soon as they occur, whether or not the prospectus has been declared effective.

Article (41)	A-	The Commission shall review the prospectus and the information attached thereto in accordance with the provisions of Articles (34), (35), and (37) of this Law to determine whether the prospectus satisfies the requirements of this Law and the regulations, instructions and decisions issued pursuant thereto. For this purpose, the Board shall hold hearings to evaluate the correctness, accuracy and sufficiency of the information filed therewith.
	B-	The Board may reject the prospectus or suspend its effectiveness if it finds that:
		1.	The prospectus or any of the accompanying information does not conform to the requirements of this Law or the regulations, instructions or decisions issued pursuant thereto.
		2.	The prospectus or any of the accompanying information contains false, inaccurate or misleading data, or that it does not include material facts that enable the investor to make an investment decision, or that it presents information in a way that renders other information set forth in the context in which it appears, false, misleading or inaccurate.
		3.	If the required fees for the submission and registration of the prospectus are not paid.

Article (42)	The following shall be considered in violation of the provisions of this Law:
	A-	An Issuer submitting a prospectus including false data pertaining to material facts or omissions of such facts.
	B-	A person signing a prospectus that includes false data pertaining to material facts or omissions of such facts.
	C-	A person not conforming to prospectus requirements prescribed by the Commission.
	D-	A person offering securities for sale prior to its registration with the Commission.

Article (43)	A-	In accordance with the instructions issued by the Board, every Issuer shall file with the Commission, and publish the following periodic reports:
		1.	An annual report including financial statements audited by a certified auditor, within ninety days of the end of its fiscal year.
		2.	A quarterly report within thirty days of the end of its quarter reviewed by a certified auditor.
		3.	A report on its preliminary results submitted after a preliminary review by a certified auditor thereof, within a maximum period of forty five days from the end of the fiscal year.
		4.	A report pertaining to the election of the Board of Directors or any change in the composition or identity of any of its members.
	B-	The Board may determine the form and content of the reports required under Paragraph (A) of this Article, provided it specifies the persons required to sign the report, taking into account the possibility of the adoption of these files in electronic forms.
	C-	The reports specified in Paragraph (A) of this Article may be published in a local daily newspaper, or by means of written or electronic mailings addressed to each security holder or by other means adopted by the Commission according to instructions issued by the Board.
	D-	Every Issuer must make public, and file with the Commission, any material facts upon recognizing such.

Article (44)	The Board shall issue instructions specifying the persons who are required to notify the Commission of securities under their ownership or disposal whether relating to issuances for their own account or accounts under their disposal.

Article (45)	A-	No person shall be allowed to request to purchase, or acquire by exchange, (40%) or more of a Public Issuer’s securities except by means of a Public Takeover Offer in accordance with the regulation issued for this purpose.
	B-	A Public Takeover Offer to purchase or exchange any securities is deemed to be an offer to all owners of such securities.
	C-	The person who makes a Public Takeover Offer shall pay any owner of securities that are subject matter of the offer, who wishes to sell such securities, a price equals to the highest price paid to any other seller of such securities, without discrimination.
	D-	If the number of securities offered for sale or exchange by owners to the person who makes the Public Takeover Offer is higher than the number of securities that the person intends or commits to buy or exchange, then the purchase or exchange shall take place from the owners who wish to sell or exchange, in the proportion of the securities demanded for purchase or exchange to the total securities for sell or exchange.

Article (46)	A-	The Issuer’s Board of Directors shall form the following two committees from its members:
		1.	The Audit Committee which shall consist of at least three of its non-executive members.
		2.	The Nominations and Remunerations Committee.
	B-	The relevant matters of the two committees referred to in Paragraph (A) of this Article, responsibilities and authorities of each committee and its term of service shall be specified in accordance with instructions issued by the Board.

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