Entire section

Annex 1

In respect of Pre-IPO Listings:

1. The AIFC Market Rules (MAR) AIFC Rules No. FR0003 of 2017 shall not apply to Pre-IPO Listings.1

2. With reference to Financial Services Framework Regulations, AIFC Regulations No. 18 of 2017 dated December 20, 2017

(1) Pursuant to section 66(5), a Pre-IPO Listing is a circumstance in which Securities admitted to an Official List of Securities need not comply with the requirement of section 66(3).2

(2) Pursuant to section 82(3), a Pre-IPO Listing is a circumstance in which the requirements of section 82(1)3 do not apply.

(3) Pursuant to section 83(5), a Pre-IPO Listing is a circumstance in which the requirements of section 83(1)4 do not apply.

(4) Chapter 8 (Prevention of Market Abuse) and Chapter 9 (Takeovers) shall not apply to Pre-IPO Listings.

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1 MAR sets out various requirements (e.g., on corporate governance, directors duties, matters requiring shareholder approval, dealings by restricted persons, related party transactions, financial reporting (including semi-annual financial reports), use of sponsors/compliance advisers, market abuse rules, publication of Inside Information), which should not apply to a company with no (or a small percentage of) public shareholders.

2 Section 66(3) states: “Where a Person has any Securities included on an Official List of Securities, such Securities must be admitted to trading on an Authorised Investment Exchange as soon as possible.”

3 Re: corporate governance framework and principles/standards.

4 Re: disclosure to the market of financial information/Inside Information.