The Capital Market Law

Unless the context otherwise indicates, the following words and phrases, wherever they appear in this Law, shall have the meaning herein specified: ▪ Kingdom: the Kingdom of Saudi Arabia. ▪ The Authority: the Capital Market Authority. ▪ The Board: the Board of the Capital Market Authority. ▪ The Chairman: the Chairman of the Board of the Capital Market Authority. ▪ Person: any natural or legal person that is recognized as such under the laws of the Kingdom. ▪ The Exchange: a securities exchange licensed, in accordance with the provisions of this Law, to carry out trading in Securities in the Kingdom. ▪ Trading: buying and selling of Securities. ▪ Issuer: a person who is issuing or intending to issue Securities. ▪ Affiliate: a person who controls another person or is controlled by that other person, or who is being controlled along with that person by a third person. ▪ Control: the direct or indirect ability or power to exercise effective influence over the actions and decisions of another person. ▪ Underwriter: a person who buys Securities from the Issuer or an affiliate of the Issuer for the purpose of offering, placing and marketing such Securities to the public, or a person who sells Securities on behalf of the Issuer or an affiliate of the Issuer for the purpose of making a public offering and placement of such Securities to the public. ▪ Relatives: husband, wife and minor children. Page 4 of 60 ▪ Placement or Offering of Securities: issuing Securities, inviting the public to subscribe therein or directly or indirectly marketing Securities; or any statement, announcement or communication that has the effect of selling, issuing or offering Securities; this does not include preliminary negotiations or contracts entered into with or between Underwriters. ▪ Investment Adviser: an adviser who provides, offers, or agrees to provide advice to others in their capacity as investors or potential investors and in relation to purchasing, selling, subscribing or underwriting a security, or exercising any right conferred by a security to acquire, dispose of, underwrite or convert such security. ▪ The Depository Center: a Securities depository center licensed, in accordance with the provisions of this Law, to carry out in the Kingdom operations of deposit, transfer, settlement, and registration of ownership of Securities traded on the Exchange. ▪ The Clearing Center: a Securities clearing center licensed, in accordance with the provisions of this Law, to carry out operations of Securities clearing in the Kingdom. ▪ The Committee: the Committee for the Resolution of Securities Disputes. ▪ The Implementing Regulations: the rules, instructions and procedures issued by the Authority for the implementation of the provisions of this Law. ▪ Internal Regulations: the regulations issued by the Authority in relation to the Authority’s administrative and financial affairs and the affairs of its personnel and staff.