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Merger Application

Listing and Operations Department.

Form number (4) -Merge –

 

The company resulting from merger ……………..

The merging company …………………………..

The merged company ………………………….

 

Required Documents:

1. The company's articles of association, memorandum of association after merger.

2. A report contains the names of company’s shareholders and the number of shares owned by company’s shareholders and the ratio of non -Jordanian investment in the company.

3. The company’s certificate of registration at The Ministry of Industry and Trade.

4. The Ministry of Industry and Trade Approval on capital-increase.

5. Names of the persons who own (5%) or more of the company's shares and the securities owned by any of them.

6. Names of the members of the company's board of directors, and names and positions of the top executive management, and the securities owned by any of them or their relatives.

7. The approval of the Board of the Commissioners of the JSC on the registration of the increased shares. Page | 146

8. Minutes of the General Assembly Meeting for the merged companies including the approval on the merger.

9. The annual reports for the merged companies for the last fiscal year, which include the companies’ board of directors' reports, the companies’ financial statements and the companies’ auditors' reports. 10.The interim financial statements reviewed by the company's auditor, which covers the period from the end of the last fiscal year preceding the date of the merging company submits an application to resume trading on its shares till the end of the last quarter preceding the date of the final approval on the merger.

11.The Committee of Ministry of Industry and Trades merger report.

12.Opening balance sheet for the merging company after the merger.

13.Shares allocating equation for the merged companies.

14.A quittance certificate issued by the Administrative and Financial Department at the ASE for the merged companies.

 

Endorsement and Undertaking:

The company that submitted the application admits on its responsibility that all information attached with this application is correct, and the ASE has the right to take all necessary procedures in accordance with the legislation in force, if otherwise

 

The company undertakes to inform the ASE of any changes in the information contained in the application upon its occurrence.

 

 

Name of Authorized Signatory:

Position:

Signature and company’s stamp:

 

Date:

 

 

Notes:

1. Company must submit a cover letter to resume trading on its shares on the ASE and list the increased shares from merger.

2. For more information, kindly contact Listing and Operations Department at the ASE.

3. This application contains (3) pages.