Accepted Crypto-asset(s)

[This definition was deleted in April 2023].

Accredited investor(s)

Accredited investors are defined as investors meeting the following criteria:

Individuals and commercial undertakings may elect in writing to be treated as accredited investors subject to meeting at least two of the following conditions:

Acquisition of equity securities/voting rights

Acquisition of voting rights includes the exercise of control or direction over voting rights other than by way of a revocable proxy given for no or nominal consideration for the purpose of one meeting of shareholders only.

Acting in concert

Persons acting in concert comprise persons who, pursuant to an agreement or understanding (whether formal or informal), actively cooperate to obtain or consolidate "control" (as defined below) of a company through the acquisition by any of them of voting rights of the company. Without prejudice to the general application of this definition, persons falling within each of the following classes will be presumed to be acting in concert with others in the same class unless the contrary is established:

Administrator(s)

Administrators are persons who undertake the administration of financial instruments and other assets, for a third party. Administration may include the following activities:

Allotment

"Allotment" means an amount of securities assigned to each of the participants, subscribers, or allottees. The financial responsibilities of the subscribers are set forth in an allotment notice, which is prepared by the issuer or lead manager.

Annual report

Annual report means the annual audited financial statements, plus all accompanying notes, auditors' reports, commentaries and disclosures required by IFRS, including the required non-financial, employment and corporate governance disclosures.

Appointed Expert(s)

A duly qualified individual or firm appointed by the CBB to carry out inspections in accordance with Article 114 of the CBB Law or special investigations of licensees in accordance with Article 121 of the CBB Law. Appointed experts may be appointed in addition to the CBB's own officials. Examples of appointed experts include reporting accountants, lawyers, private investigators, expert witnesses and independent actuaries.

Approved person(s)

Approved Persons are individuals holding certain specified positions in CBB licensees; they must be approved by the CBB prior to taking on those positions and must demonstrate that they are fit and proper. The list of positions subject to the CBB's Approved Persons regime vary according to the CBB license category, but generally cover directors and senior management, as well as certain other positions. Approved Persons requirements are specified in the relevant Rulebook Volume for the license category in question.

Arbitration cell

Means a division or employee(s) of an SRO designated and authorised to receive petitions, coordinate and assist in the administration of arbitrations in terms of Chapter 3 of Module DRA.

Asset tokens

Asset tokens represent assets such as a debt or equity claim on the issuer. Asset tokens promise, for example, a share in future company earnings or future capital flows. In terms of their economic function, therefore, these tokens are analogous to equities, bonds or derivatives. Tokens which enable physical assets to be traded on the blockchain also fall into this category.

Associate

For the purpose of Module TMA, the term associate will cover all persons acting in concert with an offeror. It is also intended to apply to a wider range of persons (who may not be acting in concert) and will cover all persons who directly or indirectly own or deal in the relevant securities of an offeror or the offeree company in an offer and who have (in addition to their normal interests as shareholders) an interest or potential interest, whether commercial, financial or personal, in the outcome of the offer. Without prejudice to the generality of the foregoing, the term "Associate" normally includes the following:

A person associated with another person

For the purposes of Module MAM, a person associated with another person means:

Associated company

A company shall be deemed to be an associated company of another company if one of them owns or controls 20% or more of the voting rights of the other, or if both are associated companies of the same company.

Bahrain domiciled CIU(s)

[This definition has been moved to Volume 7 in April 2012].

Bahrain domiciled exempt CIU(s)

[This definition has been moved to Volume 7 in April 2012].

Bahrain domiciled expert CIU(s)

[This definition has been moved to Volume 7 in April 2012].

Bahrain domiciled retail CIU(s)

[This definition has been moved to Volume 7 in April 2012].

Bai Bithaman Ajil contracts

Refers to the sale of goods on a deferred payment basis. Goods or equipment requested by the purchaser are paid for by the financial institution which subsequently sells the goods back to the purchaser at an agreed price which includes the financial institution's fee.

Beneficial owner

The term 'beneficial owner' of securities refers to any person who, if not the recorded owner of the securities, has or participates in the underlying benefits of ownership. These benefits include the power to direct the voting or the disposition of the securities, or to receive the economic benefit of ownership of the securities. A person is also considered to be the 'beneficial owner' of securities if that person has the right to acquire such securities within a certain period of time, either by option or other agreement. Beneficial owners include persons who hold their securities through one or more trustees, brokers, agents, legal representatives or other intermediaries, or through issuers in which they have a 'controlling interest', which means the direct or indirect power to direct the management and policies of the issuer, or any other entity in question.This definition should also apply to "Ultimate beneficial ownership".

Beneficiary

(As used in Module AML): refers to the natural or legal person or legal arrangement who is identified by the originator as the receiver of the requested wire transfer.

Beneficiary financial institution

Refers to the financial institution which receives the wire transfer from the ordering financial institution directly or through an intermediary financial institution and makes the funds available to the beneficiary.

Best-efforts underwriting

Where the underwriter acts as an agent to the issuer and agrees to do its best to sell the issue to the investors, but does not guarantee subscription and does not buy the securities in case of under-subscription.

Book building

Book building means a process whereby demand for the securities proposed to be issued by an issuer are elicited and built-up, in order to assess the price for such securities.

Bonds

An instrument creating or acknowledging a present or future indebtedness (i.e. debentures, debenture stock, loan stock, bonds, certificates of deposit and any other instruments creating or acknowledging a present or future indebtedness), but excluding:

Broker

Means a person who acts as an intermediary between the buyer and seller, usually charging a commission. A broker who specializes in stocks, debt securities, commodities or options acts as agent and must be licensed by the CBB and registered with the licensed exchange as a member.

Broker-dealer

Means a person licensed by the CBB to operate as an agent on behalf of its clients (as broker) and as a principal for its own account (as dealer), in securities transactions. A broker-dealer must also be registered with the licensed exchange as a member.

Business rules

Are those rules issued by a licensed exchange, licensed market operator, or licensed clearing house or licensed central depository in its capacity as a self-regulatory organisation (SRO) to regulate the functions of such institutions and the admission, regulation and supervision of its members or participants.

Capital Market Licensee

A person licensed under Volume -6 of the CBB Rulebook.

Capital Market Service Provider (CMSP)/Capital Market Advisory Service Provider

Means any person licensed or authorised or involved in providing by itself or as agent, regulated crypto-asset service or any activity specified under Article 80 of the CBB Law and includes SROs, their members and companies listed on licensed exchanges and crypto-asset licensees.

Capitalisation issue

An allotment of further securities to existing securities holders, credited as fully paid-up out of the issuer's reserves or profits, in proportion to their existing holdings, or otherwise not involving any monetary payments.

Cash purchases

For the purpose of Module TMA, cash purchases include contracts or arrangements where the consideration consists of a debt instrument capable of being paid off in less than 3 years.

CBB licensee(s)

CBB licensees are persons holding a license from the CBB to undertake a regulated service. Different license categories apply, depending on the types of regulated services undertaken. Each license category is subject to its own Rulebook Volume (e.g. Volumes 1 and 2 for conventional bank licensees and Islamic bank licensees, and Volume 4 for investment firm licensees).

Central depository

Means a central securities depository being any person who is eligible and licensed by the CBB to provide custody services, maintain a central securities register and accounts of central depository participants and evidence and transfer of ownership.

Chief executive/Chief executive Officer (CEO) or General Manager

Means a person who is responsible for the conduct of the licensee (regardless of actual title). The Chief Executive or General Manager must be resident in Bahrain. This person is responsible, alone or jointly, for the conduct of the whole of the firm.

(CIU) manager(s)

[This definition has been moved to Volume 7 in April 2012].

(CIU) participant(s)

[This definition has been moved to Volume 7 in April 2012].

Class(es)

Class means securities that have similar features. Stocks and bonds are the two main classes; they are subdivided into various classes — for example, mortgage bonds and debentures, issues with different rates of interest, common or preferred stock, or Class A and Class B common. The different classes in a company's capitalisation are itemised on its balance sheet.

Clearing member

Means a person who is a member of a licensed clearing house who clear and settle transactions in a licensed clearing house.

Clearing house

Means any person who is eligible and licensed by the CBB and acts as the central counterparty in making payments or deliveries or both in connection with transactions in securities, or who provides facilities for comparison of data in respect of the settlement of securities transactions, to reduce the number of settlements of securities transactions, or for allocation of securities settlement responsibilities.

Client(s)

Means a person with or for whom a licensed member conducts or intends to conduct regulated activities.

Client Assets

Means securities, money or other assets received or retained by, or deposited with a member or a crypto-asset licensee in the course of its business for which it is liable to account to its client, and any securities, money or other assets accruing therefrom.

Client complaints

For the purposes of this Module, a client complaint includes: "any complaint in relation to the provision of services by a CMSP in which the client alleges that he has suffered, or is likely to suffer financial prejudice as a result of the member or CMSP:

Client information

Means transaction information relating to:

Client Money

Money, of any currency, that a licensee receives from or on behalf of a client in the course of carrying on securities business or regulated crypto-asset services (as the case may be) is client money except for money which is to be:

CMSD

Means the Capital Markets Supervision Directorate of the Central Bank of Bahrain.

Closed-ended funds

Closed-ended funds are CIUs with a limited number of holdings. Where the fund vehicle is a company, holdings can take the form of shares. New holdings are rarely issued after the fund is launched and are not normally redeemable until the fund liquidates. Typically an investor can acquire or dispose of holdings in a closed-ended fund by buying or selling them on a secondary market, from a market intermediary or other investor, rather than by dealing with the CIU itself.

Collective Investment Undertaking(s) ('CIUs')

Collective investment undertakings ('CIUs') are undertakings:

[This definition has been amended as CIUs have been moved to Volume 7 in April 2012].

Connected fund manager and connected principal trader

For the purpose of Module TMA, a fund manager or principal trader will be connected with an offeror or the offeree company, as the case may be, if the fund manager or principal trader controls, is controlled by, or is under the same control as:

Connected party transactions

Means a transaction between the CMSP and a 'connected person'.

Connected persons

Consideration issue

An issue of securities as consideration, other than cash, in a transaction or in connection with a takeover or merger or the division of an issuer.

Control

Unless the context otherwise requires, control shall be deemed to mean a holding, or aggregate holdings, of 30% or more of the voting rights of a company, irrespective of whether that holding or holdings gives de facto control.

Controlled functions

Means a function carried on by an approved person in relation to a CMSP that requires prior CBB approval, as per the relevant licensing Module.

Controlling shareholder

Means any shareholder who holds 10% or more of the share capital or is able to exercise (or control the exercise of) 10% or more of the voting power in the company.

Conventional bank licensee(s)

A bank licensed by the CBB under Volume 1 of the CBB Rulebook, and generally operating according to conventional finance principals (as opposed to operating in accordance with Islamic finance principles).

Convertible securities

Unless the context otherwise requires, convertible securities means securities convertible or exchangeable into other types of securities, or into another class of the same securities. The conversion can also take place within the same securities issuer's company and/or group, or in relation to another company or group.

Correspondent Account Services

Means the provision of services between a Capital Market Service Provider and a respondent financial institution, in relation to any regulated activity as stipulated by the CBB, whether for that respondent financial institution as principal or for that respondent financial institution’s customers.

Crowdfunding Platform

Means the online platform operated by a crowdfunding platform operator.

Crowdfunding Platform Operator

Means a person licensed by the CBB under the CBB Rulebook Volume 5 in respect of operating a crowdfunding platform.

Crypto-asset

Means a cryptographically secured digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or similar technology but does not include central bank issued digital currencies. Most common forms of crypto-asset are:

Crypto-asset exchange

A center or network established for the purpose of trading or exchanging of crypto-assets, which operates by matching orders in the normal course of business.

Crypto-asset license

A license issued by the CBB under the crypto-asset Module of Rulebook Volume 6

Crypto-asset licensee

A person licensed by the CBB under the Crypto-asset Module of Rulebook 6.

Custodian(s)

Means a person who is licensed to undertake depository participant or clearing member services as a member of a licensed clearing house or licensed central depository, and is mandated to hold and safeguard the financial instruments and other assets of a person, such as a collective investment undertaking (CIU).

Cyber Security Incident

An observable occurrence indicating a possible breach in the systems, network and operating environment.

Cyber Security Risk

The combination of the probability of an incident occurring within the realm of a licensee's information assets, systems and operating environment.

Cyber Security Risk Resilience

The ability to anticipate, absorb, adapt to, rapidly respond to, and recover from disruption caused by a cyber-attack.

Cyber Security Threat

A circumstance or incident with the potential to intentionally or unintentionally exploit one or more vulnerabilities in a licensee's information assets, systems and operating environment.

Days

Unless specifically referred to as business days, means calendar days.

Dealing

For the purpose of Module CSD and in relation to any deposited security, means the deposit, purchase or sale of securities, including the charging of pledging of the deposited security by a securities holder and the evidence of ownership.

Dealing in securities

Includes (whether as principal or agent) making or offering to make with any person, or inducing or attempting to induce any person to enter into or to offer to enter into any agreement for, or with a view to acquiring, disposing of, subscribing for, or underwriting securities.

Dealer

Means a person acting as a principal in a securities transaction. Principals trade for their own account and risk. When buying from a broker acting as a dealer, the customer receives securities from the member's inventory; the confirmation must disclose this when dealers trade for their own account as part of their responsibility for maintaining an orderly market. Since most brokerage firms operate as both brokers and principals (dealers) the term "broker-dealer" is commonly used.

Debt security(ies)

Debenture, loan stock, bonds, sukuk, subordinated debt, notes and other securities or instruments acknowledging, evidencing or creating indebtedness, whether secured or unsecured, conventional or Islamic, and options, warrants or similar rights to subscribe or purchase any of the foregoing and convertible debt securities.

Default proceedings

Means proceedings or other action taken by a licensed clearing house or a central depository under its default rules.

Default rules

In relation to a licensed clearing house or central depository, means the business rules of the licensed clearing house or central depository which provide for the taking of proceedings or other action if a clearing member or participant has failed, or appears to be unable or to be likely to become unable, to meet his obligations for all unsettled or open derivatives market contracts to which he is a party.

Defaulter

Means a clearing member or participant who is the subject of any default proceedings.

Delivery

Means the final transfer of a security by the seller to the buyer.

Dematerialisation

Means a process by which evidence of ownership of securities is issued in electronic form or book entries, either at the time of original issue of securities or by subsequent conversion of evidence of ownership in the form of physical certificates into electronic form.

Depository participant

Means a member of a licensed central depository who intermediates between the licensed central depository and the beneficial owner of securities as an agent of the depository.

Derivative

Derivative includes any financial product whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security or securities, whether or not it includes the possibility of delivery of such underlying security or securities.

Digital token advisor

A category-4 crypto-asset licensee appointed by the digital token issuer to provide advice to the digital token issuer and performs other functions as required under Module CRA

Digital token issuer

Means a company seeking to raise funds through offering of digital tokens.

Digital Token

Are asset or utility tokens that satisfy the definition of securities under the CBB law, its implementing rules and regulations.

Director

Is any person who occupies the position of a Director, as defined in Article 173 of the Commercial Companies Law (Legislative Decree No. 21 of 2001).

Director and senior management

Includes any member of senior management, regardless of title, including:

Directive

Directive includes any directive, waiver, consent, decision, confirmation or other determination in writing under the Modules by the CBB.

Disciplinary action cell

Means a division or employee of an SRO designated and authorised to receive notification of a breach of rules of an SRO and to coordinate and assist in the administration of disciplinary proceedings.

Disclosure standards

The Disclosure Standards issued under Circular ODG/407/03 and as updated from time-to-time.

Discount broker

Means a person who arranges orders to buy and sell securities and who supplies these orders to a licensed broker for execution.

Disinterested Shares

Shares in the offeree company other than those which are owned by the offeror or persons acting in concert with it.

Document

Unless the context otherwise requires, for the purpose of Module TMA, document includes any announcement, advertisement or document issued or published by any party to an offer or possible offer in connection with such offer or possible offer. For this purpose, parties to an offer or possible offer include all offerors, the offeree company, shareholders of an offeror or the offeree company and any persons acting in concert with any of them. Document also includes any announcement, advertisement or document issued or published by any person in connection with a transaction:

Dissenting Shareholder

For the purposes of Module TMA, dissenting shareholder means any shareholder and convertible securities holder, who has not accepted a take-over offer and any shareholder who has failed or refused to transfer shares to an acquirer in accordance with a take-over offer.

Employee share benefit plan or Employee stock option plan

Offering of securities which is made by the issuer on the exercise of options granted to or for the benefit of management and/or employees, after obtaining the approval of securities holders and the CBB.

Employee share repurchase

Employee share repurchase means a share repurchase made by an offeror from one or more of its current or former employees, or the current or former employees of a subsidiary of the offeror, in accordance with an employee share option scheme which has been approved by shareholders of the offeror in a general meeting.

Enforcement decision review committee (EDRC)

Means the committee constituted by the CBB for the purpose of taking enforcement decisions of material significance, on behalf of the CBB. The EDRC exercises enforcement powers on behalf of the CBB and acts independently from the CBB’s executive management structure.

Enforcement order

Means an order issued by the CBB for imposing penalty or other enforcement actions pursuant to a decision made by the EDRC after considering the alleged contraventions and the representations, if any, made by the recipient of a warning notice.

Equity Crowdfunding

Equity crowdfunding is raising of capital through a crowdfunding platform by issuance of ordinary shares by closed, private, family companies, start-up and small and medium size companies, entities engaged in real estate development projects and real estate income properties.

Equity Crowdfunding Issuer

Means a person making an equity crowdfunding offer.

Equity Crowdfunding Offer

An offering of ordinary shares by means of equity crowdfunding by an equity crowdfunding issuer through a crowdfunding platform operated by a crowdfunding platform operator.

Equity Crowdfunding Offering Statement

For the purpose of Module MAE, equity crowdfunding offering statement includes a disclosure statement or such other information or documentation or part thereof issued by an equity crowdfunding issuer to investors in connection with an equity crowdfunding offer.

Equity security(ies)

Securities representing the capital of a company and which provide the holders thereof the right of participation in that company most commonly in the attendance and vote at the general meeting and the receipt of dividends when issued.

Exchange/Substitution of securities

Securities issued through an exchange or a substitution of securities or a conversion of securities into other classes of securities.

Executive director

Means a director who is an officer or employee, or is otherwise involved in the day-to-day management of either:

In this definition, the word "company", which is a controller of the CMSP, excludes sovereigns such as government-owned entities and government ministries.

Exempt CIU(s)

[This definition has been moved to Volume 7 in April 2012].

Exempt exchange

An exempt exchange means an exchange who has been exempted from the requirement of licensing by the CBB.

Exempt fund manager

An exempt fund manager is a person who manages investment accounts on a discretionary basis and is recognised by the CBB as an exempt fund manager.

Exempt market operator

An exempt market operator means a market operator who has been exempted from the requirement of licensing by the CBB.

Exempt principal trader

An exempt principal trader is a person who trades as a principal in securities, particularly the relevant securities assented to by the CBB, and is recognised by the CBB as an exempt principal trader.

Exempt share repurchase

Exempt share repurchase means a share repurchase that falls into one of the following categories:

Expert CIU(s)

[This definition has been moved to Volume 7 in April 2012].

Expert investor(s)

[This definition has been moved to Volume 7 in April 2012].

Expert Investors

Are (a) Individuals who have a minimum net worth (or joint net worth with their spouse) of USD 100,000, excluding that person's principal place of residence; (b) Companies, partnerships, trusts or other commercial undertakings, which have financial assets available for investment of not less than USD 100,000; or (c) Governments, supranational organisations, central banks or other national monetary authorities, local authorities and state organisations.

External trading member

Means an eligible foreign institution (remote member) who is a member of a licensed exchange and authorised by the CBB but who conducts their regulated activity (including trading on behalf of their clients) exclusively outside the jurisdiction of the Kingdom of Bahrain.

Fiat Currency

Government issued currency that is designated as legal tender in its country of issuance through government decree, regulation or law.

Financial instruments

Any of the following instruments, as further defined in Volume 4, Section AU-1.5, of the CBB Rulebook:

Financial services

Financial services means:

Firm commitment underwriting

Firm Commitment Underwriting means a securities underwriting arrangement whereby underwriters make outright purchases from the issuer through providing a guarantee to the issuer and the market that any unsubscribed securities will be taken up.

Foreign or overseas authority

Foreign or overseas authority means:

Founders

For the purpose of Module OFS and Module CRA (digital token offerings), founders mean the subscribers who signed the incorporation application and paid their contribution in the paid-up capital before the public offer or digital token offering, as the case may be.

"Fraud"

Includes:

Free float

That portion of a company's securities that are available for public trading on a licensed exchange.

Futures contracts

An agreement to buy or sell a specific amount of a commodity or financial instrument at a particular price on a stipulated future date. A futures contract obligates the buyer to purchase the underlying commodity and the seller to sell it, unless the contract is sold to another before settlement date, which may happen if a trader waits to take a profit or avoid a loss. This contrasts with options trading, in which the option buyer may choose whether or not to exercise the option on the exercise date

GCC

Gulf Cooperation Council (www.gcc-sg.org ). The member countries of the GCC are Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates.

Head of function

Means a person who exercises major managerial responsibilities, is responsible for a significant business or operating unit, or has senior managerial responsibility for maintaining accounts or other records of the licensee.

Holding(s)

Holdings mean the unit of measurement of the beneficial interest of participants in a CIU, by whatever name it is called (including 'units' and, in the case of investment trusts or companies, shares). Each holding (which may be in fractions of a holding) represents a right to the assets of the CIU.

Ijara sukuk

Islamic contract issued on stand alone assets identified on the balance sheet. For this purpose, the assets identified can be land which is to be leased, or equipment (e.g. aircraft, ships) to be leased. The rental rates of returns on these Sukuk can be both fixed and floating, depending on the particular originator.

Immobilization

Means a process by which physical securities are held in a licensed central depository for the account of the beneficial owners of such securities and such immobilized securities can either be transferred by electronic or book entries on the records of a licensed central depository.

Independent director

Means a director whom the board has specifically determined has no material relationship which could affect his independence of judgement, taking into account all known facts. The board should consider that, although a particular director meets the formal requirements, he may not be independent owing to specific circumstances of the person or the company, ownership structure of the company, or for any other reason. The board's determination should be a good faith finding after diligent review and full discussion.

Formal Requirements — "Independent Director" means a director of the company who, or whose family shareholders either separately or together with him or each other, does not have any material pecuniary relationships or transactions with the company (not counting director's remuneration for this purpose), and in particular who, during the one year preceding the time in question met all the following conditions:

For the purpose of the definition of "independent director":

Information

Includes:

Information Assets

Any piece of data, device or other component of the environment that supports informationrelated activities.

Information disclosed widely enough

Information is disclosed widely enough if:

Initial listing(s) for publicly traded companies

For non-Bahraini issuers whose securities are issued in other markets, or listed on another regulated exchange and who wish to list on a licensed exchange in Bahrain.

Initial offer for sale

An offer for sale to the public by or on behalf of existing companies or unlisted issuers or its securities holders or part of its securities holders, whose securities are already in issue or subscribed.

Initial public offering

An offer for subscription to the public by or on behalf of a newly-established company, or an unlisted issuer of its own securities.

Insider

Means any person who has obtained inside information:

A person may be an insider if he is already aware that such information is classified as inside information, even though none of the above applies to him. All persons who have access or come into possession of material inside information before its public release are considered insiders. Such persons include controlling shareholders, directors and senior management, officers and employees, and frequently should also include any officials of the CBB and the Exchange who have access to such information, outside attorneys, accountants, auditors, underwriters, investment bankers, public relations advisers, advertising agencies, consultants and other independent contractors. The husbands, wives, immediate families and those under the control of insiders may also be regarded as insiders. Where acquisition or other negotiations are concerned, the above relationships apply to other parties to the negotiations as well. Insiders include “tippees” who come into possession of material inside information.

Inside information

Means information that:

Inside information includes but not limited to:

Insider trading

Refers not only to the purchase or sale of an issuer's equity and debt securities, but also to the purchase or sale of puts, calls or other options with respect to such securities. Such trading is deemed to be done by an insider whenever he has any beneficial interest, direct or indirect, in such securities or options, regardless of whether they are actually held in his name. Included in the concept of insider trading or tipping, or revealing inside information to outside individuals, to enable such individuals to trade in the issuer's securities on the basis of undisclosed information.

Inspection

Means an inspection undertaken by official(s) of the CMSD to inspect SRO's, CMSP's, listed companies and members of SRO's, as per Article 114 of the CBB Law.

Insurance licensee(s)

A person licensed under Volume 3 of the CBB Rulebook to undertake regulated insurance services.

Intermediary Financial Institution

Refers to a financial institution in a serial or cover payment chain that receives and transmits a wire transfer on behalf of the ordering financial institution and the beneficiary financial institution, or another intermediary financial institution.

Intifaa contract

Islamic contract which involves "right of use". Buying the Sukuk allows the user the right of use of the asset at predetermined times.

Investigation

Means a formal investigation or preliminary investigation undertaken by any official(s) of the CMSD or any professional firm appointed by the CBB, as per Article 121 of the CBB Law.

Investigator

Means any official(s) of the CMSD or any professional firm appointed by the CBB under Article 121 of the CBB Law to conduct an investigation.

Investment firm licensee(s)

A person licensed under Volume 4 of the CBB Rulebook to undertake regulated investment business services.

IOSCO MMoU

IOSCO MMoU means the International Organisation of Securities Commissions Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information.

Islamic bank licensee(s)

A person licensed under Volume 2 of the CBB Rulebook to undertake regulated Islamic banking services.

Islamic securities

Securities which are held out to be Shari'a compliant.

Issuer

Means any person making an issue of securities.

Istisna'a contract(s)

Islamic contract used primarily in project finance. Such contracts are not tradable securities since the underlying asset does not yet exist. The proceeds of such an issue would typically be used to construct the base infrastructure through multiple Istisna'a agreements.

Joint stock company(ies)

A form of business organisation whose securities are eligible to be issued to and held by the public.

Laws and regulations

For the purpose of Module ICO, laws and regulations means the provisions of the laws of the jurisdictions of the overseas authorities, the regulations promulgated thereunder, and the other regulatory requirements that fall within the competence of the overseas authorities, concerning the following:

Licensed central depository

Means a central depository licensed by the CBB under the Clearing, Settlement and Depository Module (CSD) of Rulebook Volume 6.

Licensed clearing house

Means a clearing house licensed by the CBB under the Clearing, Settlement and Depository Module (CSD) of Rulebook Volume 6.

Licensed exchange

Means an exchange licensed by the CBB under the Markets and Exchange Module (MAE) of Rulebook Volume 6 in respect of the operation of its market in and from the Kingdom of Bahrain.

Licensed market operator

Means an overseas exchange that is licensed by the CBB under the Markets and Exchanges Module (MAE) of Rulebook Volume 6 to operate a market in the Kingdom of Bahrain.

Licensed member(s)

For the purpose of Module MIR in Volume 6 of the CBB Rulebook, means a member licensed by the CBB under this Module.

Licensee

Any person licensed by the CBB under any of the Volumes of the CBB Rulebook.

Listed company

Means a company who should have been admitted for trading of the official list of a licensed exchange in Bahrain.

Listing of closed or private companies

Closed, private, family companies, or such other non-public companies that offer their securities to the public and list.

Listing rules

In relation to a licensed exchange or a licensed market operator that establishes or operates or proposes to establish or operate a licensed market means rules governing or relating to:

Malware

Malicious software used to disrupt the normal operation of an information system in a manner that adversely impacts its confidentiality, integrity or availability.

Manager(s)

[This definition has been moved to Volume 7 in April 2012].

Mandatory offer

An offer for the remaining outstanding shares of an offeree company made by a shareholder, whether individually or along with persons acting in concert on the acquisition of control of such offeree company or such other threshold stipulated in the Module TMA.

Manipulation

Includes any deliberate/reckless act or attempt or act, expression, omission or concealment or influence to interfere with the free and fair functioning of the market, or to introduce misinformation or misleading appearance in the market, or to impede judgement of investors and market participants.

Market

Means a place at which, or a facility (whether electronic or otherwise) by means of which, offers or invitations to sell, purchase or exchange securities or futures contracts (including options and derivatives) regularly made on a centralised basis, being offers or invitations that are intended or may reasonably be expected to result, whether directly or indirectly, in the acceptance or making, respectively, of offers to sell, purchase or exchange securities or futures contracts (whether through that place or facility or otherwise).

Market analysis

Means research aimed at predicting or anticipating the direction of stock, debt securities, or commodity markets based on technical data about the movement of market prices, or on fundamental data such as corporate earnings prospects, or supply and demand.

Market charge

Means a security interest, whether fixed or floating, granted in favour of a licensed clearing house or central depository:

Market collateral

Means property held by, or deposited with, a licensed clearing house or central depository for the purpose of securing liabilities arising directly in connection with the licensed clearing house or central depository, ensuring the performance of market contracts.

Market contract or contracts

Means:

Market information

Means any published information about trading or non-trading in certain types of securities, their number, prices, range of price for trading, or the identity of those involved or who may be involved in any capacity, such as trading.

Market intermediary and representative

Means a person falling within a category referred to in Module MIR-2.2.4 which undertakes regulated activities.

Market Maker

Means the person licensed by the Central Bank of Bahrain and registered with a licensed exchange or licensed market operator to provide both buy and sell quotes on continuous basis with an objective to improve liquidity in a security.

Market Maker Agreement

Means an agreement executed between the licensed exchange or licensed market operator and a member in respect of registration of the member as a market maker.

Market Making

Means the act of providing two-way quotes on a regular and on-going basis to enhance liquidity of a security.

Market Making Agreement

Means an agreement executed between the market maker and the issuer to undertake a market making scheme in the issuer's security

Materiality

Information is material if its omission or mis-statement could influence the economic decisions of the users taken on the basis of the financial statements. A reasonable person would be taken to expect information to have a material effect on the price or value of securities if the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to subscribe for, buy or sell the first-mentioned securities.

Member

In relation to an SRO means a person who holds membership of any class or description in the SRO, whether or not he holds any shares in the share capital of the SRO, as the case may be, and who has been approved by a licensed exchange to effect transactions on the trading system of the licensed exchange and/or approved by a licensed clearing house to effect the clearing, settlement or depositing of securities thereof.

Merger

Means the combination of two or more companies through the acquisition of an equity stake.

Mixed Ijara contract(s)

Islamic contract where the underlying assets can comprise of Istisna'a or Murabaha receivables in addition to Ijara.

Mixed Ijara Sukuk

Islamic contract that allows for a greater variety of funds to be used since previously inaccessible Murabaha and Istisna'a assets can be used in the portfolio.

Modarabah contract(s)

Islamic contract used to finance a project or business venture whereby the investor (Rabb Al Maal) provides capital and a manager (Mudarib) manages the project or the business. A financial institution may act as the Mudarib for funds it mobilizes for investments in Shari'a compliant products. If the venture is profitable, the profit will be distributed based on a pre-agreed ratio and losses if any are to be borne solely by the provider of the capital (Rabb Al Maal).

Money laundering

As defined in Decree Law No. 4 of 2001 and Decree Law 54 of 2006 with Respect to the Prohibition of the Laundering of Money.

Murabaha contract(s)

Islamic contract that covers the sale and purchase transaction for the financing of an asset whereby the cost and profit margin (mark-up) are made known and agreed by all parties involved. The settlement for the purchase can be a deferred lump sum payment or an instalment basis of payments.

Non-executive director

Means any director who is not an Executive Director.

OECD

Organisation for Economic Cooperation and Development (www.oecd.org).

Offer

For the purpose of Module TMA, offer includes takeover and merger transactions, however effected, including partial offers, and offers by a parent company for shares in its subsidiary and (where appropriate) share repurchases by general offer.

Offeree

Means a listed company to whom an offer has been submitted under Module TMA.

Offering document(s)

For the purpose of Module OFS, offering document includes a prospectus or such other information or documentation or part thereof required by the CBB or another authority for the offer and/or issue of securities.

Offering period

For the purpose of Module OFS, the time in which securities are offered for subscription which shall be for a period not less than 10 calendar days and not more than 6 months.

Offering price

The price per security at which a new or secondary distribution of securities is being offered for sale.

Offeror

For the purpose of Module TMA, offeror includes companies wherever incorporated and individuals wherever resident, governments, not-for-profit organisations, individuals or any other juridical person. In relation to share repurchases, offeror means a company engaged in, or considering engaging in, a share repurchase in respect of its own shares.

Offer document

For the purposes of takeovers, mergers, acquisitions and share repurchases, includes Appendix C and any other information required to be included in the terms of Module TMA.

Offer period

Offer period for the purpose of Module TMA shall mean the period starting from the date when an announcement is made of a proposed or possible offer, with or without terms, until whichever is the latest of:

Open-ended fund(s)

An open-ended fund is a CIU which can issue and redeem holdings at any time. An investor can purchase holdings in such funds directly from the operator, or through a broker. An open-ended fund is equitably divided into holdings (shares or units) which vary in price in direct proportion to the variation in value of the CIU's net asset value. Each time money is invested new holdings are created to match the addition to net assets; similarly, each time holdings are redeemed by participants they are cancelled to reflect the reduction in net assets. In this way, the price of holdings remains a reflection of the underlying assets of the CIU.

Operator(s)

[This definition has been moved to Volume 7 in April 2012].

Options

Unless the context otherwise requires, options means options to subscribe or purchase new shares or existing shares in a company.

Ordering Financial Institution

Refers to the financial institution which initiates the wire transfer and transfers the funds upon receiving the request for a wire transfer on behalf of the originator.

Originator

Refers to the account holder who allows the wire transfer from that account, or where there is no account, the natural or legal person that places the order with the ordering financial institution to perform the wire transfer.

Overseas capital market service providers

Means a CMSP that is incorporated and operates in an overseas jurisdiction and operates via branch presence, or such other equivalent license, in the Kingdom of Bahrain.

Overseas crypto-asset service licensee

A crypto-asset licensee incorporated in an overseas jurisdiction but licensed to operate within the Kingdom of Bahrain.

Overseas domiciled CIU(s)

[This definition has been moved to Volume 7 in April 2012].

Overseas domiciled exempt CIU(s)

[This definition has been moved to Volume 7 in April 2012].

Overseas domiciled expert CIU(s)

[This definition has been moved to Volume 7 in April 2012].

Overseas domiciled retail CIU(s)

[This definition has been moved to Volume 7 in April 2012].

Overseas exchange

Means an exchange licensed or recognised by a financial services authority in a jurisdiction outside the Kingdom of Bahrain to operate a licensed market in that jurisdiction.

Overseas issuer(s)

An issuer not incorporated in the Kingdom of Bahrain.

Partial offer

For the purpose of Module TMA, a partial offer is an offer with the consent of the CBB to all shareholders to acquire a portion of the remaining outstanding shares of the offeree company.

Partial underwriting

Partial underwriting means the underwriter provides the issuer with a commitment to guarantee a sale of a certain portion of the total issue and in the case of under-subscription, by purchasing the balance of the securities.

Payable-through Account

Means an account/crypto-asset wallet maintained at the Capital Market Service Provider by the respondent financial institution for the provision of correspondent account services, but which is accessible directly by a third party to effect transactions on its own behalf.

Participant

For purposes of Module MAE in Volume 6 of the CBB Rulebook, means a person who may participate in one or more of the services provided by a licensed exchange or a licensed market operator in its capacity as a licensed exchange or licensed market operator respectively.

Paying agent

An agent that receives funds from an issuer of securities and in turn pays principal and interest to debt securities holders and dividends to shareholders.

Payment

Means the final transfer of funds from the buyer to the seller.

Permanent insider

Means members of the Board of Directors of a company, its senior management, the Issuer itself, and such other persons as decided by the Issuer's Board to have access to inside information relating to the Issuer from time-to-time.

Person(s)

Means a natural or legal person, corporation, limited liability company, joint stock company, partnership, association, trust, fund or any organized group of persons whether incorporated or not.

Placing

Placing means to market new securities. The term applies to both public and private sales but is more often used with reference to direct sales to institutional investors, as in private placement. The terms float and distribute are preferred in the case of a public offering.

Politically exposed person (PEP)

Means individuals who are, or have been, entrusted with prominent public functions in Bahrain or a foreign country, such as Heads of State of government, senior politicians, senior government, judicial or military officials, senior executives of state-owned corporations or important political party officials or persons who are or have been entrusted with a prominent function by an international organisation. Business relationships with immediate family members (i.e. spouse and children, including step-children or adopted children) or close associates of PEPs involve reputational risks similar to PEPs themselves. The definition is not intended to cover middle-ranking or more junior officials in the foregoing categories. Bahraini PEPs would include all Ministers, all MPs, and all Ministry officials with the rank of Undersecretary or above.

Position

In relation to a securities or futures contract, means a securities or futures contract which is outstanding and which has not been liquidated:

Preliminary/red herring prospectus

The first document released by an issuer or underwriter of a new issue to prospective investors. The document offers financial details about the issue but does not contain all the information that will appear in the final or statutory prospectus, and parts of the document may be changed before the final prospectus is issued.

Private offer

An offer of securities for a specific group of persons.

Private placement

An offer to accredited investors, selected or accepted by the issuer or the appointed lead manager for obtaining subscriptions for securities of an issue, or for obtaining subscription for sale of securities by an underwriter or lead manager.

Professional adviser

Means an independent financial institution or other entity specialising in corporate finance who meets the eligibility requirements, has an acceptable track record and is authorised to act as a professional adviser by the CBB.

Profit

Includes the avoidance of any loss.

Property

In relation to a market charge or market collateral, means:

Proprietary trading member(s)

Means a locally incorporated entity or an eligible foreign institution accepted as a member by a licensed exchange and authorised by the CBB, and who conducts trading only for its own account or funds and who does not trade or accept instructions on behalf of clients or other third parties.

Prospectus

An offering document that sets forth the plan for a proposed business enterprise or the facts concerning an existing one that an investor needs to make an informed decision. The prospectus contains financial information and a description of an issuer's business history, officers, operations, pending litigation (if any) and plans (including the use of the proceeds from the issue).

Public offer

An offer of securities to the general public.

Purchase

In relation to securities, includes, in the case of an option contract under which a party acquires an option or right from another party, acquiring the option of right under the contract, or taking an assignment of the option or right, whether or not on another's behalf.

Qualified by Exception

A report issued by an appointed expert that is qualified and indicates that certain areas or issues remain unresolved or are unverifiable due to certain limitations imposed on the appointed experts' work. The report will clearly indicate the type and reason for exception and the action taken by the appointed experts had the mentioned limitation not been placed on their work.

Quote

In relation to securities and a securities market of a licensed exchange or of a licensed market operator, means to display or provide, on the securities market of the licensed exchange or licensed market operator, information concerning the particular prices or particular consideration at which offers or invitations to sell, purchase, or exchange issued or prescribed securities are made on that securities market, being offers or invitations that are intended or may reasonably be expected to result, directly or indirectly, in the making or acceptance of offers to sell, purchase or exchange issued or prescribed securities.

Real Estate Project

For the purpose of equity crowdfunding offer, real estate project means real estate development projects as well as real estate income properties duly incorporated and registered with relevant authorities.

Receiving bank (as used in Module OFS)

The bank appointed by the issuer to collect subscription money from subscribers of the securities.

Receiving bank (as used in Module TMA)

Means Settlement Bank used to settle the transaction taking place on the licensed exchange, or any other bank designated for this purpose with the consent of the CBB.

Recognised jurisdiction(s)

[This definition has been moved to Volume 7 in April 2012].

Record

Includes the records maintained in the form of books or stored in a computer or in such other form as may be determined and approved by the CBB.

Recovery Time Objective (RTO)

Targeted duration of time which an information system and network must be recovered after a cyber breach.

Registered owner

Means a person who is listed in the issuer's register as the owner of securities.

Registered person(s)

Registered persons are those persons required to be registered by the CBB (as opposed to being authorised or licensed).

Registered representative

Means an employee of a broker-dealer who acts as an account executive for clients. As such, the registered representative gives advice on which securities to buy and sell and he collects a percentage of the commission income he generates as compensation. To qualify as a registered representative, a person must acquire a background in the securities business and pass a series of tests and other qualifications imposed by the CBB and/or licensed exchange. "Registered" means licensed or authorised by the CBB and the licensed exchange.

Regulated activities

For the purpose of this Module means any activity stipulated under the CBB Law Article (80).

Regulated crypto-asset services

Any of the regulated activities permitted to be undertaken by a crypto-asset licensee as outlined in Module CRA Paragraph CRA-1.1.6.

REIT(s) or real estate investment trust(s)

Real Estate Investment Trust(s). REITs are investment vehicles that invest in real estate, and typically enjoy tax benefits in return for an obligation to distribute a high percentage of their income. REIT structures were originally designed to provide a similar structure for investment in real estate, as mutual funds provided for investment in financial instruments

Related company

Means where a company:

that first-mentioned company and that other company shall for the purposes of this Module be deemed to be related to each other.

Relevant authority(ies)

Means for the purpose of Module AML, the authorities listed in Section AML-4.4.

Relevant person(s)

Means the offeror and offeree companies, their shareholders, directors and any other principal officers of offeror and offeree as well as persons acting in concert with them in relation to an offer covered by Module TMA.

Relevant office holder

Means:

Remuneration

Means all types of compensation including but not limited to salary, fee and non-cash benefits such as grants of stocks, stock options or pension benefits.

Respondent Financial Institution

Means a financial institution, to which correspondent account services are provided.

Retail CIU(s)

[This definition has been moved to Volume 7 in April 2012].

Rights issue(s) or Rights offering

A new issue of securities by an issuer by way of exercising the pre-emptive rights by existing holders of securities which enables those holders to subscribe to those securities in proportion to their existing holdings, or otherwise on the basis of allotment approved by those holders.

Rights over shares

Includes any rights acquired by a person under an agreement to purchase, or an option to acquire shares, options, warrants, convertible securities or voting rights (or control of any of them), or any irrevocable commitment to accept an offer.

Roadshow

The marketing of an investment product, including an offer of securities that are to be formally offered and issued outside the Kingdom of Bahrain.

RTGS

Means Real Time Gross Settlement System introduced, operated and maintained by the CBB for facilitating on-line real-time settlement of payments in the Kingdom of Bahrain between members admitted to the RTGS system, either on gross basis, or through the Multilateral Net Settlement Batches (MNSB) received from the members and for matters connected therewith, or incidental thereto.

Rumour

Includes an unverified statement or account or explanation of events, circulated from person to person, whose veracity or authenticity or truthfulness is not immediately verifiable.

Salam contracts

Islamic contracts issued when payment is made in cash at the point of contract, but the delivery of the asset purchased is deferred to a pre-determined date.

Securities

Means shares or bonds issued by shareholding companies, government debt instruments and the following financial instruments:

Securities account

Means an account maintained by the licensed central depository on behalf of the participants and their clients for use in one or more of its services.

Securities Exchange Offer

Means an offer in which the consideration includes securities of the offeror or any other company.

Self-regulatory organisations (SROs)

Means a self-regulatory organisation, being a Licensed Exchange, Licensed Market Operator or a Licensed Clearing House under Module MAE and/or Module CSD respectively.

Sell

In relation to securities, includes, in the case of an option contract under which a party acquires an option or right from another party:

Senior manager/senior management

Refers to individuals occupying the position of CEO or head of function.

Settlement

For the purposes of Module CSD, settlement in relation to a market contract includes partial settlement:

Settlement bank

Means an RTGS member entity licensed by the CBB and appointed by a licensed clearing house (including the clearing house itself) to settle payment obligations arising from the transactions of the participants of the licensed clearing house that are cleared or settled by the licensed clearing house.

Settlement guarantee fund

Means a fund maintained by a licensed clearing house through contributions from its members for providing a cushion against any residual risk to enable the licensed clearing house to eliminate counterparty risk and guarantee timely settlement of transactions.

Share

A unit of equity ownership in a corporation. The number of shares a corporation is authorised to issue is detailed in its Memorandum and Articles of Association.

Share repurchase

Means a purchase of shares, or an offer to purchase, redeem or otherwise acquire shares of an offeror made by an offeror.

Share repurchase by mandatory offer

Share repurchase by mandatory offer means a share repurchase effected by way of an offer made by an offeror to all holders of shares of a class of shares of the offeror.

Shareholder(s)

An owner of one or more shares in a corporation. A common shareholder is normally entitled to four basic rights of ownership:

Shell Financial Institution

means a financial institution incorporated, formed or established in a country or jurisdiction where the financial institution has no physical presence and which is unaffiliated with a financial group that is subject to effective consolidated supervision. Physical presence means meaningful mind and management located within a country. The existence simply of a local agent or low level staff does not constitute physical presence.

Simplified prospectus

[This definition has been moved to Volume 7 in April 2012].

Soft Cap

Refers to the minimum amount of funds needed and aimed by the company to proceed with the project as planned.

Specialised licensee(s)

A person licensed under Volume 5 of the CBB Rulebook.

Standstill Agreement

An Agreement between a company, or the directors of a company, and a shareholder which restrict the shareholder or the directors from either offering for, or accepting an offer for, the shares of the company or from increasing or reducing shareholdings, may be relevant for the purpose of this definition.

Structured warrants

Warrants issued by financial institutions over a listed security or index that do not confer subscribing rights of new securities but rather the right to receive the difference between the stroke price and exercise price.

Subsequent public offer

An offer for subscription to the public by or on behalf of a listed issuer of its own securities other than by a rights issue, after obtaining the approval on waiving of the pre-emptive rights of the existing securities holders.

Subsidiary

Means a company or other enterprise controlled by another company or enterprise (the parent or the holding company).

Suspicious or extraordinary transactions

Means any transactions which have direct or indirect relevance to the acts provided for under Article (2.1) of the Prevention and Prohibition of the Laundering of Money (Law 4 of 2001), or which by its nature contradicts with the commercial or personal activities of the Persons involved in the transactions, and which the CBB may consider suspicious or extraordinary as determined from its extraordinary size, its recurrence, its nature, the surrounding circumstances and conditions, its extraordinary type which does not carry any clear economic or legal objective, or if the activity of the Persons involved in the transaction or transactions is not consistent with their normal course of business, or if the domicile of such Persons is located in countries which do not apply sufficient measurements for the Prevention and Prohibition of Money Laundering.

Takeover

Means an acquisition of control in a company.

Terrorism acts

Is as defined in Decree Law No. 58 of 2006 with respect to the Protection of Society from Terrorism Activities.

Trading member

Means a person who is a member of a licensed exchange and who can execute transactions on a licensed exchange or licensed market operator.

Transaction information

Means information relating to:

Trilateral Meetings

A meeting between a licensee, an appointed expert and the CBB.

Trustee(s)

The person to whom the ownership of the Trust Property is transferred in order to exercise the duties and powers specified in the Trust Instrument with a view to achieving the purpose of the trust or satisfying the interests of the beneficiary.

Underwriter

A financial institution, who singly or as a member of an underwriting group or syndicate, agrees to a firm commitment underwriting arrangement.

User

User in relation to a licensed exchange or a designated clearing house, means a person who is:

User information

Means transaction information that is referrable to:

Utility Token

Utility tokens are tokens that are intended to provide access to a specific application or service but are not accepted as a means of payment for other applications.

Virtual Currency

A digital representation of value that can be digitally traded and function as: (i) a medium of exchange; and/or (ii) a unit of account; and/or (iii) a store of value, but does not have legal tender status. It is not issued nor guaranteed by any jurisdiction, and fulfils the above functions only by agreement within the community of users of the virtual currency. Virtual currency is distinguished from fiat currency (real currency, real money or national currency), which is the coin and paper money of a country that is designated as its legal tender; circulates; and is customarily used and accepted as a medium of exchange in the issuing country. It is distinct from e-money, which is digital representation of fiat currency used to electronically transfer value denominated in fiat currency.

Voluntary Offer

An offer in the event that a person, or persons acting in concert, does not incur an obligation to make a mandatory offer as under Section TMA-3.1, but has made a takeover offer for the voting shares of the offeree company.

Voting Rights

Voting rights means all the voting rights currently exercisable at a general meeting of a company.

Warning notice

Means a notice issued by the CBB pursuant to the EDRC’s decision and contains the contraventions committed by the recipient with respect to the CBB Law, rules and regulations and other applicable laws, rules and regulations and accompanied by the evidence that convinced the EDC that such contravention had occurred.

Warrants

Securities that confer an entitlement to subscribe for equity, debt, Islamic securities, or government securities. The rights conferred must be rights to 'subscribe' for the relevant securities. This means that they are rights to acquire the securities directly from the issuer of the securities and by way of the issue of new securities.

Without delay

The phrase without delay means, ideally, within a matter of hours of a designation by the United Nations Security Council or its relevant Sanctions Committee (e.g. the 1267 Committee, the 1988 Committee, the 1718 Sanctions Committee or the 1737 Sanctions Committee). For the purposes of S/RES/1373(2001), the phrase without delay means upon having reasonable grounds, or a reasonable basis, to suspect or believe that a person or entity is a terrorist, one who finances terrorism or a terrorist organisation. In both cases, the phrase without delay should be interpreted in the context of the need to prevent the flight or dissipation of funds or other assets which are linked to terrorists, terrorist organisations, those who finance terrorism, and to the financing of proliferation of weapons of mass destruction, and the need for global, concerted action to interdict and disrupt their flow swiftly.

Whitepaper

A document that states the technology behind a project, including among others a detailed description of the system architecture and interaction with the users, description of the project and use of proceeds, anticipated growth, other technical and financial details and the team behind the project.

CRA Form 2 CRA Form 2 Information on Shareholders and Subsidiaries

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Appendix AML-(i) Amiri Decree Law No. 4 (2001)

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Appendix AML-(i)(a) Decree Law No. 54 (2006)

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Appendix AML-(i)(b) Decree Law No. 58 (2006)

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Appendix AML-(ii) UN Security Council Resolution 1373 (2001)

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Appendix AML-(iii) UN Security Council Resolution 1267 (1999)

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Appendix AML-(iv) Examples of Suspicious Transactions

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Appendix AML-(v) Guidance Notes

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Appendix AML-(vi) Agreed Upon Procedures

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Appendix OFS-1 Prospectus for Equity Securities

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Appendix OFS-2 Private Placement Memorandum

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Appendix OFS-3 Prospectus for Conventional Debt Securities

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Appendix OFS-4 Prospectus for Islamic Securitisations and Asset-backed Securities

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Appendix OFS-5 Prospectus for Structured Notes

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Appendix OFS-6 Fee Remittance Form

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Appendix OFS-7 Prospectus Checklist

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Appendix OFS-8 Lead Manager Declaration

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Appendix OFS-9 Issuer's Directors Declaration

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Appendix OFS-10 Legal Advisor Declaration

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Appendix OFS-11 Accredited Investors Form

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Appendix 1 Segregation and Handling of Clients' Assets Agreed Upon Procedures

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TMA Appendices A, B, C, D

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TMA Appendix E

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TMA Appendix F

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Appendix DIS-1 Instructions for Publication of Press Releases

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Appendix DIS-2 Disclosure Standards

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Appendix A NIST Cyber Security Framework

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Appendix B Cyber Security Incident Report

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Appendix CRA-1

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Appendix CRA-2

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Appendix CRA-3

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Appendix CRA-4

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