Article (1): Overview
1.1. This Information Disclosure and Transparency Policy of MEAHCO is prepared pursuant to the requirements of the CGR, prescribed in Articles number (4), (8) and (9) thereof, and in accordance with the Companies Law, the Listing Rules and the Bylaws.
1.2. This Policy regulates the process of disclosure of the Company’s information, its business and its various activities, in addition to the disclosure of important developments thereto from time to time.
1.3. The Board and the CEO of MEAHCO shall be responsible for ascertaining the Company’s compliance with the provisions of this policy.
Article (2): Objectives and Principles of Disclosure
2.1. The objective of disclosing certain information is to provide such information to the Shareholders to enable them to exercise their rights effectively. Such disclosed information shall be comprehensive and accurate and shall be presented and updated on a regular basis and shall be provided in a timely manner by using the most effective means of communication with the Shareholders on an equal basis.
2.2. The Company shall adopt the principle of accuracy and transparency when disclosing information, and it shall ensure that all such information is easily accessible at suitable times, taking into consideration the Company’s pursuit to achieve an appropriate balance between the information to be disclosed and such information which should be kept confidential in protection of its interests, while ensuring full compliance with all the laws and regulations applicable in this regard.
2.3. The Company shall disclose all influential and material information as imposed by the applicable laws and regulations in this regard, including such information which shall have a negative impact and which is considered to be material or essential to the Shareholders and the public.
2.4. The Company shall apply the principle of equality amongst all Shareholders and beneficiaries benefiting of the disclosed information without prejudice to any party.
Article (3): Persons authorized to disclose Information on behalf of the Company
3.1. The following employees are the persons authorised to disclose information on behalf of MEAHCO:
a) Board of Directors;
c) Legal Counsel; and
d) Chief Financial Officer (“CFO”).
3.2. In order to ensure compliance with this disclosure policy, the persons authorized to disclose information on behalf of the Company may, on an urgent basis only, delegate other persons to disclose information on their behalf. In general, any person other than those duly authorized by the Company shall be prohibited from disclosing any information or from answering any questions pertaining to the activities of the Company without first obtaining the prior permission of the Board.
3.3. Disclosure of public reports which may have a significant impact on the Company’s business activities or on the value of its shares shall be coordinated with the CEO, the CFO or any other person determined by the CEO.
3.4. If a Company employee participates in any public event in an official capacity, then such employee shall ensure that any disclosure of information regarding the Company is made in strict compliance with the Company's disclosure policy and with the prior written consent of a person authorized to disclose Company information.
3.5. Persons authorized to disclose Company information shall be fully informed regarding the Company's business activities. The Company CEO shall be responsible for ensuring compliance by the authorized persons with this provision.
Article (4): Parties and Rules of Disclosure
4.1. The Board, or such other person responsible for the Company's disclosure policy, in coordination with the CEO, shall develop, review, and improve the Company’s disclosure policy on a regular basis.
4.2. The CEO shall be responsible for the organization, accuracy, and timeliness of disclosure of information required by the relevant governmental authorities, Shareholders, creditors and other related parties.
4.3. The Company Secretary shall, in coordination with the CEO, assume the following duties:
a) Determination of the times of disclosing information and to ensure that the interim and annual financial statements are disclosed, as well as any information regarding material events which affect the Company's business and financial operations;
b) Safekeeping the Company's documents which the Company should store and to control access thereto and to provide certified copies thereof.
4.4. The Company's disclosure policy shall be implemented in accordance with the regulatory requirements imposed by the laws and regulations applicable in this regard and in the best interests of the Company and its shareholders.
4.5. The Company’s CEO and other authorized persons shall always have complete information on all aspects of the Company's business activities for the following purposes:
a) Determining whether such information meets the disclosure requirements, whether it is material, and whether it may be disclosed at that particular time;
b) Ensuring the proper understanding of the current operations of the Company that may be of interest to the Shareholders; and
c) Preventing situations where the Company might inadvertently deny or change its position regarding any information that has already been disclosed by the Company.
Article (5): Compliance with Disclosure of Information
5.1. Any disclosure by the Company to the Shareholders, the public and the CMA must be clear, truthful and not misleading.
5.2. Disclosure of information or material developments as set out in Article 5.3 below to the public must be made at least 2 hours prior to the start of trading on the stock market.
5.3. Compliance with the disclosure of material developments:
5.3.1. The Company must notify the CMA and the public without delay of any material developments in its sphere of activity which are not public knowledge and which may have an effect on the assets and liabilities or financial position or on the general course of business of the Company and which may:
1. Lead to fluctuation in the price of the Company’s listed securities; or
2. Significantly affect the Company’s ability to meet its commitments in respect of debt instruments.
To determine whether a development falls within the scope of this paragraph (5.3.1), the Company must assess whether any investor would be likely to consider the information about such development in making his decision of whether or not to invest in the securities issued by the Company.
5.3.2. Material developments referred to in paragraph (5.3.1) of this Article which the Company must disclose include, but are not limited to, the following:
1. Any transaction to purchase or sell an asset at a price equal to or greater than 10% of the net assets of the Company. The Company’s disclosure must contain the following information (where applicable):
a) Transaction details, conditions, the parties involved and the method of funding.
b) Description of the business which is subject of the transaction.
c) Three (3) years financial information of the asset which is the subject of the transaction.
d) Reasons for entering into the transaction reasons and the expected effects of the same on the Company and its operations.
e) Statement on the use of proceeds.
2. Any debt outside the Company’s ordinary course of business, of a value equal to or greater than 10% of the Company’s net assets.
3. Any losses equal to or greater than 10% of the Company net assets.
4. Any significant change in the Company’s production environment or activity, including but not limited to, the availability of resources and the possibility of obtaining the same.
5. The appointment of a new CEO to the Company or any changes in the composition of the Board.
6. Any significant legal proceedings where the value involved is equal to or is greater than 1% of the net assets of the Company.
7. The increase or decrease in the net assets of the Company which is equal to or greater than 10%.
8. The increase or decrease in the gross profit of the Company which is equal to or greater than 10%.
9. The entering into, or the unexpected termination of, any contract with revenues equal to or greater than 1% of the gross revenues of the Company.
10. Any transaction between the Company and a related party or any arrangement through which the Company and a related party invest in any project or asset or provide financing thereto.
11. Any interruption in the principal activities of the Company.