LISTING REQUIREMENTS

Extract from the Caracas Stock Exchange By-Laws

Article 31.- The registration of securities on the Caracas Stock Exchange shall be accomplished upon meeting the following formalities:

1) Securities issued in accordance with that established in the Organic Law of Public Credit shall be registered on the Caracas Stock Exchange with no other requirement on the part of the issuing body, once the Exchange receives the pertinent information as to the Law authorizing the issue and as to the corresponding Decrees establishing its characteristics.

2) Corporate shares shall be registered upon request from the respective company, which shall submit the following documents to the Caracas Stock Exchange Board of Directors:

  1. Certified copy of its Incorporation Papers and the By-laws in force.

  2. Copy of its Balance Sheet duly prepared in accordance with legal standards, accompanied by Commissioner and Administrative Board reports for the last three (3) years or since its incorporation if less than three Years.

  3. Certified Copy of the Minutes of the Stockholders Meeting which resolved issuance of the securities whose registration is requested.

  4. Facsimile of the stock certificates and a description of the process for transferring ownership.

  5. Specimen of the corresponding prospectus, approved by the National Securities Commission, if such were the case.

  6. Proof of registration of the securities in the National Securities Registry.

  7. Report of the dividends declared and paid during the five (5) years prior to the date of introducing the request.

  8. Report on capital increases of the company.

  9. Graph showing stock distribution and list of shareholders who may hold more than five percent (5%) of the total shares representative of capital stock.

3) Liabilities, bonds and commercial paper shall be registered upon request of the issuing company, which, for such purpose, shall submit the following documents to the Caracas Stock Exchange Board of Directors:

  • Certified copy of its Incorporation Papers and By-Laws in force.

  • Copy of its Balance Sheet duly prepared in accordance with legal standards, accompanied by Commissioner and Administrative Board reports, for the lost three (3) years or since its incorporation if less than three years.

  • Certified copy of Minutes of the Stockholders Meeting which resolved issuance of the securities whose registration is requested.

  • Facsimile of the certificates issued -and of the corresponding coupons, as well as a description of the process for transferring ownership.

  • Specimen of the corresponding prospectus, approved by the National Securities Commission, if such were the case.

  • Proof of registration of the securities in the National Securities Registry.

  • Name of the interim or definitive representative of the bondholders.

  • Report of accrued interest during the five (5) years prior to date of request, when justified.

  • Exact description of procedure for interest payments, indicating respective date and place; as well as description of the process for sinking fund drawings.

  • Detailed description of the conversion procedure, if convertible bonds are involved.

  • Dictum of Risk Classification.

4) Credit instruments issued in accordance with that provided in the General Law of Banks and other Credit Institutions, shall be registered automatically, for which effect the issuing institution must demonstrate having met the formalities of the Law; accompanying a facsimile of the corresponding instruments and their coupons, as well as of the sinking fund drawings.

Sole Paragraph: Exceptionally, under justified circumstances which the Caracas Stock Exchange Board of Directors may recognize, it may deny registration of the securities referred to under numbers 2, 3, and 4 of this Article, via an explanatory resolution, which shall be notified to the petitioner within fifteen (15) trading days following reception of the respective request.


Information which must be supplied by the Registered Companies

Chapter 36.- Companies having their securities registered on the Caracas Stock Exchange must supply the Board of Directors with the following information within thirty (30) days following holding the respective Meeting: Its Report and Account, Financial Statements prepared by certified public accountants in the independent practice of their profession, as well as copy of the Minutes of the Meeting in which such Financial Statements were considered.

Likewise, the companies must supply any information of general character which the Exchange may request, so that the investor public may become familiarized, through any means deemed appropriate.

Sole Paragraph: Companies whose shares are registered on the Caracas Stock Exchange must submit, in addition to that provided in the heading of this Article, within thirty (30) continuous days following the close of each quarter of their fiscal year, their consolidated General Balance Sheet and Profit and Loss Statement, presented in comparison with that of the same quarter of the previous period. In the event the company cannot supply this information within the time established, it must direct an explanatory request for extension to the Caracas Stock Exchange Board of Directors, before the due date of the indicated quarter. The Board shall analyze the reasons expressed by the company and, if justified, shall authorize an extension and so advise the market. The Caracas Stock Exchange may establish a format for presenting such financial information.

Article 37.- The companies referred to in the above Article must advise the Caracas Stock Exchange, within the periods established by the Capital Markets Low, its By-Laws and Norms, as well as by these By-laws, Declaration and Payment of Dividends; Capital Increases or Reductions; Increase or Reduction in the Par Value of the shares-; Debt Instruments, whatever their term or currency may be, Summons of Ordinary and Extraordinary Meetings; Any change in accounting policy which could materially affect financial results; Changes in the Method of Evaluating Investments in Securities; Revaluation of Assets; Redistribution of Shares; Issuance of Shares, Debts or Subscription Rights; and any other information which may be of importance for estimating the price of the securities issued by them.

Companies whose securities are registered on the Caracas Stock Exchange must also notify its President, immediately without delay, of any decision by company administrators of proposals presented in Stockholder Meetings relative to shareholder benefits, or any other matter which could affect price estimates of the company shares.

First Paragraph: The above referred companies must notify the Exchange in writing of each dividend declaration in cash or shares, and the granting of subscription rights to new shares, within two (2) working days following the date of such dividend declaration or granting of Subscription Rights which may take place.

At the time of declaring dividends in shares or granting subscription rights, the company must set the shareholder-of-record date, which must be subsequent to the date of notifying the Caracas Stock Exchange.

When dividends payable in various installments are concerned, various shareholder-of-record dates may be set for the different installments or portions.

Second Paragraph: Notifications referred to in this Article must indicate:

  1. Amount of the dividend and manner, date, and place of payment if a dividend declaration is involved, or the characteristics of the subscription right, manner of exercising it, time and place of the respective payment, if a right of this nature is involved.

  2. The Shareholder-of-Record Date to which the dividend or subscription right corresponds.

The Caracas Stock Exchange shall established the corresponding format for notification of such information, which shall be accompanied by the Minutes of the Stockholders Meeting or Board of Directors Meeting in which such declaration was decreed.

Third Paragraph: The above provisions shall also be applied under analogy to any other kind of benefit, other than dividends or subscription rights, which companies and other entities whose securities are registered on the Caracas Stock Exchange plan to recognize or grant their shareholders or holders of such securities.


Note:
The cost of registering an issue, independently of the number of series, is 97 Stock Exchange Units. The cost of each Stock Exchange Unit is BsF. 55,00 referencing the tributary unit, which is adjusted yearly in accordance with the inflation variation.

The sum of BsF. 5.335,00 (BsF. 55,00 x 97 UB) must be paid for registration of the Company in the event it was not inscribed. Likewise, the sum of BsF. 5.335,00 must be paid for registration of the Securities.

 

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