If an AAP finds at any time that a QFI by which it is engaged with no longer meets the applicable registration conditions stated in the Rules or has breached any of its obligations under the Rules, the AAP must report such findings to the CMA in writing without delay.

Yes, the QFI must notify the AAP in the event in which the QFI no longer engages with the foreign portfolio manager. Also, the AAP must notify the CMA in writing without delay.

The QFI may submit a cancellation request to an AAP, so long as, the request is accompanied with a confirmation from the QFI that it does not own any listed securities including any rights related to it. The AAP must then submit a request to the CMA to that effect on the QFI’s behalf.

The settlement cycle for trading listed securities in the Saudi Stock Exchange is now changed to be two business days after executing the transaction (T+2), and the prefunding condition is subject to the contractual arrangement with the concerned securities broker and is not a regulatory requirement.

Trading is open for one session from10:00 am – 3:00 pm, Sunday through Thursday. The Saudi Stock Exchange is closed during all official holidays.

Yes, the Depository Center allows APs with custody licenses to be connected with the Depository and Settlement System, so that they can offer custody and all related services to the investors. Therefore, investors in Saudi listed securities are able to appoint an independent custodian different than the broker who executes their trades.

Yes, pursuant to the applicable procedures set forth by the CMA and the Saudi Arabian Monetary Agency, QFIs can receive financing from local banks to fund their investments.

The provisions of the Companies Law and Merger and Acquisition Regulations included a number of protection means for minority shareholders, such as: First: The Companies Law Article 94:  An extraordinary general assembly meeting shall not be valid only if attended by shareholders representing at representing at least one half of the company's capital, unless the company's bylaws provide for a higher proportion provided that such proportions shall not exceed the two-thirds.  If this quorum has not been obtained at the first meeting in accordance with above paragraph, a notice shall be sent for a second meeting in the manner prescribed in Article (91) of the Companies Law. However, the second meeting may be held after an hour from the end of the period fixed for holding the first meeting. The notice sent for the first meeting must include an indication to the possibility of holding a second meeting. In all cases, such meeting shall be valid if attended by a number of shareholders representing at least one quarter of the company's capital.  If this quorum has not been obtained at the second meeting, a notice shall be sent for a third meeting in the manner prescribed in Article (91) of the Companies Law, and such third meeting shall be valid regardless of the number of shares represented thereat, after the approval of the competent authority.  Resolutions of an extraordinary general assembly shall be adopted by a two-thirds majority vote of the shares represented thereat. But if a resolution pertains to an increase or decrease in capital, or to extension of the term of the company, or to termination of the company prior to expiry of the term specified in its bylaws or to merger of the company into another company or firm, it shall be valid only if adopted by a three-fourths majority vote of the shares represented at the meeting.  The Board of Directors must publish, in accordance with the provisions of Article (65) of the Companies Law, the resolutions adopted by an extraordinary general assembly meeting if such resolutions included an amendment of the company's bylaws. Second: Merger and Acquisition Regulations  Paragraph (b) of Article 3: All shareholders of the same class of an offeree company must be treated equally by an offeror.  Paragraph (c) of Article 3: During the course of an offer, or when an offer is in contemplation, neither an offeror, nor the offeree company, nor any of their respective advisers may furnish information to some shareholders which is not made available to all shareholders. This principle does not apply to the furnishing of information in confidence by the offeree company to a bona fide potential offeror or vice versa.  Paragraph (m) of Article 3: A director shall not vote at a meeting of directors or of a committee of directors or a general assembly meeting on any resolution concerning an offer made under these Regulations or any other relevant matter where the director or any relative of his has a conflict of interest. In this context, such a conflict of interest would arise if he had, directly or indirectly, an interest (including his shareholding in the offeree company, if the director is a director of the offeror company, or his shareholding in the offeror company, if the director is a director of the offeree company) or duty (including where the director of the offeror company holds a position of a director or a manager of the offeree company, and where the director of the offeree company holds a position as a director or a manager of the offeror company) which is material and which conflicts or may conflict with the interests of the company.  Paragraph (a) of Article 12: Where a person or a group of persons acting in concert increase ownership of shares in a given company through a restricted purchase of shares or a restricted offer for shares so that such person or those with whom such person is acting in concert become the owner of 50% or more of a given class of voting shares listed on the Exchange, the Board shall have the right to exercise its power in accordance with Article 54 of the Capital Market Law to order such person to offer to purchase the shares of the same class it does not own on the terms set out in this Article 12 and in accordance with the other relevant provisions of these Regulations.  Paragraph (a) of Article 13: 1) Any person acquires, whether by a transaction or a series of transactions, shares which (taken together with shares held, acquired or where shareholding control is vested in persons acting in concert with him) carry 30% or more of the voting rights of a company listed on the Exchange or Any person who, together with persons acting in concert with him, holds not more than 30% of the voting rights of a company listed on the Exchange and such person, or any person acting in concert with him, acquires additional shares which increase his percentage of the voting rights to more than 30%,2) Such persons may extend an offer, in accordance with the relevant provisions of these Regulations, to the holders of any class of equity share capital, whether voting or non-voting, and also to the holders of any class of voting non-equity share capital of the offeree company. An offer for different classes of equity share capital must be comparable; the Authority should be consulted in advance in such cases.  Paragraph (a) of Article 23: Information about companies involved in an offer must be made equally available to all shareholders as nearly as possible at the same time and in the same manner.  Sub-paragraph (2/b) of Article 24: Any break-up fee that is proposed must be of a minimal size (no more than 1% of the offer value) and the offeree company board and its financial adviser must confirm to the Authority in writing that the fee to be in the best interests of shareholders. Any break-up fee arrangement must be fully disclosed in the announcement made under Article 6 (f) and in the offer document.

No, the fund manager shall continuously comply with the provisions of the relevant Law and implementing regulations even after the CMA's issuance of its approval on the fund's terms and conditions. Complying with the provisions of the relevant Law and implementing regulations is the fund manager's responsibility

No, unless the fund manager updates the fund's terms and conditions to reflect the content of CMA's exemption.

There is no specified proxy form; it may be in any form, provided that it is written and in accordance with the form set forth in annex (1) of the Regulatory Rules and Procedures Issued Pursuant to the Companies Law.

The Authorised Persons Regulations addresses all of the persons authorised by the Authority to carry out securities businesses, and the registered persons of registrable functions who intend to apply for a license to carry out securities businesses and for registrable functions. The Regulations aims to regulate the authorised persons and the registered persons who intend to obtain a license or a registration as well as specifying the procedures and conditions for obtaining the license or the registration, and the conditions for the maintenance of the license or the registration, to provide for the rules of conduct that authorised and registered persons must comply with when conducting their business, as well as the rules and provisions governing the conduct of business, and to set the systems and controls as well as the provisions relating to clients' money and assets.

A security business shall mean engaging in any of the activities of dealing, arranging, managing, advising, and custody by any person acting by way of business. The above mentioned activities are defined as follows: Dealing: to deal insecurities as principal or agent including buying, selling, managing securities subscription and underwriting. Dealings are divided into three types: - As principal. - As agent. - Underwriting. Arranging: a person introduces persons in relation to securities business, provides consultations in corporate financing business or act in any form to execute a deal on securities. Managing: a person manages securities belong to another person in cases require acting at discretion; it is divided into two activities: - Managing investment funds. - Managing clients' portfolios. Providing consultations: a person provides consultation to another person on the advantages and risks of dealing in securities or exercising any rights resulted by securities. Custody: a person takes custody of assets belong to another person including securities, or makes arrangements for other person to do so. This includes taking the necessary administrative procedures.

No need for an authorization for the management activity to offer investment fund shares incorporated outside Saudi Arabia, and it is required to obtain a authorized to practice the activity of dealing as agent.

In this case, the authorisation application may be submitted by the founders or the controlling shareholders of the applicant if not yet incorporated.