By-laws of Amman Stock Exchange

Issued by virtue of Article (65) of the Securities Law No [76] of the year 2002

Article 1:

These By-laws shall be called the “By-laws of Amman Stock Exchange”. They shall enter into effect as of April 1 st 2004.

Article 2:

A.The following words and terms, whenever they appear in these By-laws, shall have the meanings assigned to them hereunder, unless otherwise indicated by context:
Jordan Securities Commission

The Board
The Board of Commissioners of JSC

Amman Stock Exchange

Board of Directors
The Board of Directors of the ASE

Chief executive officer of the ASE

Any department at the ASE

An administrative unit which is set up to perform specific functions and is linked to that party which is identified in the decision of its establishment

A.Those words and terms which are not defined in these By-laws shall have the meanings assigned to them in the Securities Law, unless otherwise indicated by context.

Article 3:

The ASE’s organizational structure shall be composed of the following:

A.Board of directors.
B.Chief executive officer (CEO).
C.Deputy CEO.
D.Heads and staff of departments and sections.

Article 4:

The administrative structure of the ASE shall be as follows:

A.Listing and Operations Department.This Department shall undertake the following tasks:
◦It prepares the necessary requirements, documentation and forms for ASE membership, and ensures respect of applicable legislations by the membership.
◦It examines listing applications submitted to the ASE.
◦It follows up on the implementation of the applicable listing instructions by security issuers listed on the ASE.
◦It manages and oversees trading sessions, monitors executed operations, inspects trading systems, proposes appropriate solutions to trading problems, prepares trading bulletins and reports and makes sure that they reach the concerned parties, trains trading system operators and conducts the necessary tests to license them to operate.
B.Surveillance and Inspection Department.This Department shall undertake the following tasks:
◦It surveils trading operations executed on the ASE to ensure their compliance with applicable legislations.
◦It inspects ASE members and registers to ensure their compliance with regulations and instructions issued by the ASE.
◦It ensures ASE members’ compliance to financial solvency standards as per the instructions issued in this respect.
◦It receives and examines investor complaints.
C.Legal Department.This Department shall undertake the following tasks:
◦It gives legal advice to all departments in relation to all outgoing and incoming correspondence to and from ASE departments.
◦It reviews all contracts and agreements concluded by the ASE.
◦It participates in drafting instructions and regulations related to the ASE.
◦It executes court decisions passed in regard to securities.
◦It follows up on any cases brought by or against the ASE and coordinates with the ASE external legal consultant in this respect.
D.Research and International Relations Department.This Department shall undertake the following tasks:
◦It undertakes all economic and financial studies and research, and collects information and documentation from the various departments.
◦It prepares ASE official and circular bulletins and computes indexes.
◦It supervises the data bank and its users and the ASE website.
◦It organizes conferences, seminars and marketing and public awareness campaigns, arranges visits, and regulates ASE relations with relevant Arab, regional and international institutions.
E.IT Department.This Department shall undertake the following tasks:
◦It is in charge of information systems and it controls and updates procedures for the protection and maintenance of systems, software and hardware.
◦It follows up on department requirements in terms of software and hardware, undertakes programming and analysis, and trains personnel.
◦It is in charge of linkage with the software of other relevant institutions.
◦It manages projects and networks.
F.Administration and Finance Department.This Department shall undertake the following tasks:
◦It is in charge of personnel affairs and training.
◦It performs financial and accounting tasks and prepares financial reports.
◦It purchases, oversees, secures and conducts maintenance over supplies needed by the ASE.
◦It follows up on the ASE’s public relations.

Article 5:

A.The Board of Directors may, upon the recommendation of the CEO, create or abolish any Office as the job requires, and it shall assign the tasks, duties and commitments of such Office.
B.The ASE shall have an Internal Audit Bureau that shall audit all financial and administrative matters of the ASE, and shall follow them up to ensure that they are in compliance with applicable legislations as well as with Board and Board of Directors’ decisions.
C.The staff of the Internal Audit Bureau shall be nominated by a decision from the Board of Directors, upon the recommendation of the CEO.
D.The Internal Audit Bureau shall be administratively linked to the CEO and shall submit its reports to the Chairman of the Board of Directors.

Article 6:

The supervisory hierarchy of the ASE shall be as follows:

A.The CEO.
B.The Deputy CEO.
C.The heads of departments.
D.The heads of sections.
E.The staff.

Article 7:

A.The Board of Directors shall be entitled to set up any ad hoc committee to study any subject that it deems appropriate, provided that the following is taken into consideration:
1.Ad hoc committees shall undertake their responsibilities and perform their tasks according to the decisions issued to set them up.
2.The quorum of any committee meeting shall be constituted by the attendance of the majority of members, provided that the chairman or vice-chairman of the committee is amongst them.
3.Committee decisions shall be taken by the majority of those present and voting, and in case of a tie, the chairman of the meeting shall have the casting voice.
B.The Board of Directors may appoint experts and consultants as needed to seek their advise and expertise in specialized fields.
C.The remuneration of committee members other than Board of Directors members, as well as of experts and consultants referred to in subparagraphs (a) and (b) of this Article shall be determined in decisions issued by the Board of Directors for that purpose.

Article 8:

The CEO may set up provisional or standing ad hoc committees to examine any matter relevant to ASE business and shall make the necessary recommendations in this relevance.

Article 9:

The Board of Directors shall issue instructions as necessary to implement the provisions of these By-laws.

Article 10:

The Administrative Regulations of the ASE/Amman Securities Market of 1999 shall be abrogated

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