Regular Reporting Obligations

Directive Regular Reporting Obligations

I. GENERAL PROVISIONS

Art. 1 Purpose

1. This Directive governs the content, form, and submission procedures for the regular reporting obligations of issuers with a primary listing on MERJ Exchange. It seeks to enhance market transparency and ensure that investors have access to timely and accurate information.

2. The Listing Committee may impose additional reporting requirements on issuers where such obligations are deemed necessary to protect investor interests or the integrity of the market.

See also:

• Directive on Regular Reporting Obligations for Secondary Listings

Art. 2 Reportable Facts

1. Reportable Facts are those material events or changes in issuer circumstances that must be disclosed to MERJ Exchange, as outlined in the Annexures to this Directive.

2. Issuers must disclose all Reportable Facts within the stipulated timeframes provided in the relevant Annexures.

3. Failure to disclose Reportable Facts may result in suspension of trading, unless a court order explicitly excuses the issuer from disclosure.

II. FORM AND CONTENT OF REPORTS

Art. 3 Manner of Submission

1. Reports must be submitted to the Listing Division electronically, in the format specified by the relevant Annexures.

2. Each report must include all required enclosures and supplementary information to ensure completeness.

Art. 4 Mandatory Information

Each report submitted under this Directive must include the following details:

1. Name of the issuer;

2. ISIN and short code of the relevant securities;

3. Name, telephone number, and email address of the individual responsible for the report's submission;

4. A detailed description of the Reportable Fact;

5. Reference to this Directive.

Art. 5 Official Notice

1. If required, an Official Notice must be submitted in plain text format (e.g., Microsoft Notepad) and include all mandatory information related to the Reportable Fact.

2. Official Notices must be submitted to MERJ Exchange - notice(at)merj.exchange replacing "at" with @ - no later than 9:00 a.m. on the intended publication date unless otherwise specified.

3. The issuer bears sole responsibility for the accuracy and content of the Official Notice, which will be disseminated via:

   1. The official MERJ Exchange websites; and/or

   2. Email distribution to interested parties.

Art. 6 Announcements

1. Announcements requiring approval under the Annexures must be submitted as a draft to MERJ Exchange at the earliest opportunity.

2. MERJ Exchange will review and approve the content, after which it will be published in the same manner as Official Notices.

Art. 7 Confidentiality

1. Reports or information submitted to MERJ Exchange that are deemed confidential must be clearly marked with the word “Confidential” and include:

   1. Justification for confidentiality; and

   2. A proposed disclosure timeline.

2. MERJ Exchange reserves the right to reject confidentiality requests or modify disclosure timelines in the interests of market transparency.

III. RESPONSIBILITY

Art. 8 Responsibility

1. While an issuer may delegate the preparation or submission of reports to its Recognized Representative, ultimate responsibility for the accuracy and timeliness of submissions lies with the issuer.

2. Reports must be submitted to MERJ Exchange before any publication elsewhere.

IV. REGULAR REPORTING OBLIGATIONS

Art. 9 Obligations by Security Type

1. Issuers of equity securities with a Primary Listing must adhere to the obligations detailed in Annex Equities.

2. Other security-specific obligations are outlined in the following Annexures:

   1. Annex Invest1: Investment Entities (Contractual Basis);

   2. Annex Invest2: Investment Entities (Corporate);

   3. Annex Bond: Bonds and Conversion Rights;

   4. Annex ETP: Exchange Traded Products;

   5. Annex Deriv: Derivatives (including sub-sections for Futures/Options, Structured Warrants and Event-Linked/Binary Contracts);

   6. Annex DepSec: Depository Securities with Virtual Asset Underlyings;

   7. Annex Periodic: issuers subject to the Periodic Trading Standard.

Art. 10 Other Continuing Notifications

1. An Issuer must promptly notify the Exchange in writing if it becomes aware of any instance of non-compliance with the Listing Rules or any applicable law or regulation, whether actual or potential, together with the steps taken or proposed to remedy the matter.

2. An Issuer must promptly notify the Exchange if, at any time, it ceases to satisfy any continuing eligibility requirement of the Listing Rules, including but not limited to minimum free float, transferability of its securities, settlement or clearing arrangements, or maintenance of a duly appointed Sponsor Advisor.

3. An Issuer must notify the Exchange and publish an announcement of any corporate action which may affect the rights of holders of its listed securities, including but not limited to:

   1. dividends or other distributions;

   2. stock splits, reverse splits or consolidations;

   3. name or ISIN changes;

   4. mergers, amalgamations, restructurings or dissolutions;

   5. any change in the nature, form or classification of its securities.

4. Notice of a corporate action shall be given not later than ten (10) Business Days prior to the record date or, where no record date applies, prior to the effective date of the action.

5. The Exchange may prescribe standard templates or forms for these notifications and the means by which they shall be submitted or published.

Art. 11 Interpretations

For clarity, any reference to a "Register" within the Annexures refers to:

1. The Registrar of Companies in Seychelles;

2. The Seychelles Financial Services Authority; or

3. An equivalent Register in the issuer's country of incorporation.

V. FINAL PROVISIONS

Art. 12 Entry into Force

This Directive shall take effect on 1 November 2019.

Art. 13 Revisions

Updates to formatting and additional section in the Annex for secondary listings were adopted on 21 January 2024 and enters into force on 1 March 2025.

Updates to Annexures to improve readability, add missing reportable facts and remove reporting obligations relating to secondary listings (see Directive on Reporting Obligations for Secondary Listings) were adopted 10 November 2025 and enter into force on 10 December 2025.

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Annexures

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Below are the disclosure obligations structured by issuer type and category.

Select your Issuer/Security Type tab below, then expand the relevant section to view disclosure events and requirements.

Equities

This tab summarises the regular reporting obligations for primary-listed equity issuers.

Type: 🟦 Official Notice = filed to MERJ and published by MERJ; ⚪ Private Notice = filed to MERJ (not published unless MERJ directs).

Submit via the email/channel designated by MERJ (e.g., [email protected]) with the content specified below.

👩‍💼 Issuer Information & Governance

Reportable Fact / Event	Timing of Report	Core Content Required	Type
Change of legal name (company name)	Immediately following register entry in place of incorporation, and no later than 10:00 a.m. on the last trading day prior to the date of exchange modification	Old/new name; old/new website; old/new ticker; old/new security no. & ISIN; date of modification; enclosures: certificate/official extract (PDF); articles (PDF)	🟦
Registered office / address to receive legal documents	Immediately upon occurrence	Name; address / P.O. Box; telephone; fax; email; enclosure: registrar extract (PDF)	🟦
Invoice address (billing)	Immediately upon occurrence	Name; address / P.O. Box; telephone; fax; email	🟦
Website URLs (main site; email list registration; corporate calendar; directory for financial statements/reports)	Immediately upon publication or change	URL(s)	🟦
External auditor – change (appointment / resignation / removal)	Immediately upon occurrence	Name; country; (where applicable) oversight register number; reason for change (incl. resignation/dismissal and whether unresolved differences existed)	🟦
Change of balance-sheet date (financial year end)	Immediately upon occurrence	Statement of old and new financial year end	🟦
Director resignation or dismissal	Immediately upon occurrence	Name; date; position; shareholding; reason (resignation or dismissal)	🟦
Director appointment	Immediately upon occurrence	Name; date; position; shareholding	🟦
Key contact persons / details (Chair, CEO, CFO, IR head, PSI contact per Ad-Hoc Directive, Regular Reporting contact, Company Secretary)	Immediately upon occurrence	Full name; correspondence address; direct phone; direct email; team email (if any)	🟦
Change of business activity	Upon change	Description of new business activity	🟦
Corporate calendar – dates of importance to investors (AGM date; publication dates for reports, etc.)	Upon publication	Dates of AGM; report publication dates	🟦

Submission Requirements – Issuer Information & Governance

• Issuer name and LEI

• Precise description of change/event and effective date

• Required enclosures as specified above (PDF)

• Contact person (name, title, email, telephone)

• Confirmation the information is accurate and complete

📊 Financial Reporting & Shareholder Meetings

Reportable Fact / Event	Timing of Report	Core Content Required	Type
Annual financial statements (audited) – submission	Upon publication, but no later than 4 months after financial year end	Annual report PDF (per Financial Reporting Directive)	🟦
Interim financial statements – submission	Upon publication, but no later than 3 months after the period end	Interim report PDF (per Financial Reporting Directive)	🟦
URL of published financial statements	Upon publication	Link(s) to published report(s)	🟦
AGM/EGM invitation (agenda)	AGM: ≥ 21 calendar days before the meeting; EGM: ≥ 14 calendar days	Agenda PDF (or media release with identical content)	🟦
Date of AGM/EGM	As soon as determined	Date and time; venue	🟦
Date/time of closure of share register	As soon as determined	Date; time of closure	🟦
AGM/EGM resolutions	No later than 1 trading day after the meeting	Resolutions (per agenda) as PDF (or media release with identical content)	🟦

Submission Requirements – Financial & Meetings

• Issuer name and LEI

• Report period covered; audited/unaudited status (as applicable)

• PDFs/links as specified

• Contact person; confirmation of accuracy and compliance

🏗️ Capital (Authorised & Conditional)

Reportable Fact / Event	Timing of Report	Core Content Required	Type
Creation / cancellation of conditional or authorised capital	Within 5 trading days following entry/cancellation in the register	Enclosures: articles (PDF); and for increases, official filing extract (PDF)	🟦
Monthly report of conditional capital	Monthly, prepared on the first trading day of the following month (from formal listing date). Issuer may seek up to 1 year exemption where no options/conversions expected.	Category; security no. & ISIN; purpose per articles; term of warrants/convertible bonds; number outstanding; number exercised; remaining conditional capital	🟦
Entry in the register of newly created securities from conditional capital	Within 5 trading days following register entry	Enclosure: register extract (PDF)	🟦
Capital reduction (ordinary or by repayment of par value)	Within 3 trading days following register entry of the reduction (max 5 trading days between register entry and exchange modification)	Category; ISIN; gross amount per equity security; new number of issued equity securities; old/new nominal value; enclosures where simultaneous reduction & increase: register extract (PDF), articles (PDF)	🟦

Submission Requirements – Capital

• Issuer name and LEI

• Description of capital change; relevant dates

• Required enclosures (PDFs) as specified

• Contact person; confirmation of accuracy and compliance

🏢 Corporate Actions (Dividends, Splits, Rights, etc.)

Reportable Fact / Event	Timing of Report	Core Content Required	Type
Dividend report	As soon as possible, but no later than 10:00 a.m. 15 business days prior to the Record Date	Declaration date; payment date; LDT/RD note (MERJ pre-validated system: LDT and RD are the same date); for stock dividends: whether treasury or new equity, the ISIN of equity distributed, subscription ratio; enclosure: resolutions declaring dividends	🟦
Share split / reverse split / consolidation / nominal value change	≥ 10 business days before effective date (or per exchange modification timeline)	Nature of action; effective date; ratio/nominal; instruments affected; ISIN/ticker impacts	🟦
Conversion of securities / alteration of rights	≥ 10 business days before effective date	Nature of conversion/alteration; classes affected; dates; ratio/terms	🟦
Buy-back / in-specie distribution	≥ 10 business days before programme commencement / record date	Programme/distribution details; timetable; securities/amounts; rationale	🟦
Minor administrative adjustment (e.g., fractional rounding treatment)	As soon as reasonably practicable	Description of mechanical adjustment; affected holders; rationale	⚪

Submission Requirements – Corporate Actions

• Issuer name and LEI

• Security details (ISIN, ticker, class, volume affected)

• Effective/record dates; last day to trade (if applicable)

• Rationale; approvals (board/shareholders/regulatory)

• Supporting docs (board resolutions, circulars, etc.)

• Contact person; confirmation of accuracy and compliance

🔒 Lock-up Securities (Track Record Directive)

Reportable Fact / Event	Timing of Report	Core Content Required	Type
Changes to securities subject to lock-up (per Track Record Directive)	Immediately upon change	Security numbers; quantities affected; details of the transaction or event	🟦

Submission Requirements – Lock-up

• Issuer name and LEI

• Description of change/event; quantities; affected holders/classes

• Supporting docs (if any); contact; confirmation

Invest1

Invest2

Bond

ETP

Deriv

DepSec

Periodic