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Main About Company For Shareholders Cyprus Stock Exchange

Cyprus Stock Exchange

Dear Shareholders of Vision International People Group Public Limited (Cyprus),

Stock of Vision International People Group Public Limited (Cyprus) is traded and managed, pursuant to the law, at the Cyprus Stock Exchange.

Below is the information about the Cyprus Stock Exchange, its rules and procedures

Cyprus Stock Exchange

The Cyprus Stock Exchange (CSE), in line with its development and modernization program, has established the Central Depository – Registry by dematerialization of listed securities in accordance with the provisions of Law 27(1) of 1996 and the Cyprus Securities and Stock Exchange (Registration, Trading and Clearing of Dematerialized Securities) Regulations of 2001. Due to the operation of the Central Registry and advantages of modern electronic technology, there have been considerable changes in the method of keeping registers of listed securities on the CSE, in the clearing procedures of stock exchange transactions and generally in the processes of transfer or encumbrance of listed securities, to the benefit of transactions security, cost reduction and optimum service to investors.

Central Registry

Instead of separate registries kept by every listed company, in accordance with the Companies Law or the Law of their incorporation, the Stock Exchange undertakes the keeping of a Central (Common) Registry containing all details of the beneficiaries of listed companies' securities. With establishing the Central Registry, the Stock Exchange gradually took over all the registries from listed companies by taking up responsibility for their keeping, by recording any changes made for every listed security regardless of whether the transaction was performed by or outside the Stock Exchange.

At the same time, the Stock Exchange undertakes to carry out procedures required for the clearing and accomplishment of stock exchange transactions by performing the necessary updating of registries and transferring proceeds of transactions to brokers of the sellers. The Stock Exchange also provides various services related to or connected with the registries to the Companies whose registries are kept by the CSE, as well as to investors and the public in general.

Legal Status of the Central Registry

As of the date of undertaking the registry of a listed company by the Stock Exchange, the Central Registry kept by the Stock Exchange replaces the registry that the Company has to keep. The transfer, pledging or any other encumbrance or action with regard to the securities preconditions their registering in the Central Registry.

Confidentiality — Guarantee of Keeping a Transaction Secrecy

Registrations in the Central Depository – Central Registry are confidential and, as provided by law, the Stock Exchange guarantees their secrecy and must not disclose them to anyone except to the extent that their communication is imposed by law or a Court order.

What Is Dematerialization?

Dematerialization is the process that takes place with the undertaking of the registries by the Stock Exchange. The certificates (deeds) or the confirmations of binding certifying that the person is the beneficiary of a specific number of securities are not issued any more and lose their actual importance. The investor proves the fact that a number of securities belongs to him/her by invoking an entry in the Central Registry and the various notices or statements of his/her account that he/she can receive on request or from time to time from the Stock Exchange.

What Is a Depository Account?

A Depository Account is the account in which all listed dematerialized securities belonging to a person are recorded in the Central Registry. A person intending to acquire dematerialized securities for the first time should open a Depository Account. It is understood that for a person who is already a registered owner of securities on the date of undertaking the registry of a listed issuer a Depository Account is opened automatically. Any person who intends to buy listed securities for the first time should complete Form No. 1 entitled "Application for Opening a Depository Account."

The Depository Account, in addition to the name and number of all the securities owned by a person in any listed issuer and any encumbrances on such securities, also contains the identification data of the person, such as the identity card (passport) number/registration number, his/her address etc.

It is particularly important that current owners of listed securities make sure that their personal data in the registries are correct, because uncertainties in identifying them as owners of the securities concerned may affect their capacity to carry out any transaction or to open a trading account for securities belonging to them.

Investors are required to communicate with Secretaries of the Companies in which they have securities in order to confirm that their data are correct and that there are no entries in the records concerning them that contain different data.

What Is a Trading Account?

The registered owner of securities or the person intending to acquire dematerialized securities should open a Trading Account so that he/she can carry out stock exchange purchase or sale transactions regarding dematerialized securities owned by him/her or securities that he/she intends to acquire.

The Trading Account designates the Member of the Stock Exchange (brokerage firm) eligible to make and accomplish a stock exchange transaction, as well as the specific securities and the maximum number of securities that the said Member is entitled to make transactions with.

Every investor is entitled to open as many Trading Accounts as he/she wishes with different or with the same Members of the Stock Exchange, provided that only one trading account exists for specific securities registered under his/her name in the Central Registry. The investor can close all such accounts or one of them at any time.

What Is the Undertaking of a Registry?

From the time it is announced that keeping the Registry of members of a listed company is under the responsibility of the Stock Exchange and the listed company of which the Stock Exchange undertakes its registry should deliver to the Stock Exchange the data of all registered owners, the securities they own, the encumbrances or any other details connected with keeping the registry.

Representation of Legal Entities

Pursuant to the Regulations, the signature of any member of the board or member of the management of a legal entity is binding on such legal entity for any matter related to the Central Registry – Depository unless such legal entity otherwise provides in a written notification to the Stock Exchange. Members of the board of a Limited Liability Company are deemed to represent the Company for any matter regarding its securities, unless the Company otherwise states in a written notification to the Stock Exchange.

Services Provided by the Central Depository

The Central Depository (CD) provides a wide range of services in connection with securities transactions to owners of the registered securities listed at the Cyprus Stock Exchange (CSE) and to those who wish to acquire them.

OTC Operations

Some operations with securities listed at the exchange, such as their transfer, encumbering or the information changes concerning the registered securities owner, which are not the operations performed in the course of the CSE trading are also registered by the Central Registry in accordance with the rules below.

Securities Transfer

Pursuant to Article 23 of the 1993 – 2007 Law on Securities and Cyprus Stock Exchange, registering the securities transfer relevant to transactions with them outside the CSE by the Central Registry (CR) is possible provided the following terms and conditions are met:
  • documents should be provided to CSE according to Form No. 13* confirming the securities transfer signed by the parties or authorized persons. The person acquiring the securities needs to have an open brokerage account. Should the documents confirming the securities transfer be submitted not by the person transferring the securities, his/her signature should be certified by an authorized agency.
  • the notification should be given in Form No. 11* on the over-the-counter transaction involving the securities listed at CSE.
  • charges as set by CSE and Law 161(1)/99 should be paid.
  • the securities should not be offered for sale at CSE, pledged or encumbered.
Confirming Information Changes in the Central Registry

By the time the documents for making changes in the registry are submitted, the securities transfer should already be completed. Should this be impossible for any reason whatsoever, CSE shall return the documents to the person submitting them.

After registering the securities transfer with CR to the account of the securities beneficiary the statement of his/her depository account will be mailed to the mailing address of the beneficiary.

Should the parties to the transfer wish to confirm their arrangement prior to the transfer, they should appear before the CSE competent body at 8:30 – 9:30 a.m. the next day.

When concluding such transactions, the parties to the securities transfer should affirm their intent in the written form.

Should one of the parties or its authorized representatives fail to appear before the CSE competent body, all the documents submitted to it shall be returned to the party present and no transaction confirmation is effected.

Information Changes

A CR registered owner of the securities listed at CSE can make changes in his/her personal information in his/her depository account by completing Form No. 8* and submitting it to CSE.

The information relevant to the address, phone number, e-mail address, and the person's representatives is not deemed material and the account holder may make changes.

Any other information relevant to an investor's depository account can be changed with the CSE Executive Director's consent only. For changing such information necessary documents – a court's verdict, name change certificate and so on, should be attached to Form No. 8*.

Confirming Obligations of Encumbrance

Insurance companies, pursuant to provisions of the Law on Insurance Companies are entitled to request that the securities registered in their depository accounts are free from any encumbrance or obligations or offered for sale, however, Article 20 of that Law allows to transfer the securities to a trustee.

The CSE CR issues an injunction certificate concerning transactions to the company applying for it in a due manner. Should a custodian, having relevant authority, have performed a transaction with the securities, CSE will issue a new injunction certificate concerning transactions with the remaining securities.

Operations in the Course of the Stock Exchange Trading

As mentioned before, a trading account is required for an investor already owning securities or wishing to acquire them in order to perform operations at CSE.

Every investor can have one or several trading accounts and is also entitled to open and close them.

By opening a trading account the investor authorizes a CSE Participant/Member to perform operations with the investor's securities. Without opening an account nobody gets access to the securities in the investor's depository account.

There are two types of trading accounts:
  • General trading account. By opening a general trading account the investor entitles authorized CSE Members to perform:
  1. transactions on selling any investor's securities that are in the trading account or that will be transferred to it after the securities are acquired by CSE Members.
  2. transactions on purchasing any securities.
  • Special account for purchasing securities. By opening a special account for purchasing securities the investor entitles authorized CSE Members to purchase securities that will be deposited in the depository account immediately after their acquisition, and no CSE Members will have any access to them for the purpose of selling.
Despite the fact that CSE Members perform transactions for investors opening a trading account with bona–fide counterparties, opening such an account does not mean that the Broker's Agent will negotiate the transaction for the investor on its own.

Opening a Trading Account

In order to open a general and special trading account an investor or a person authorized by him/her needs to make the application in Form No. 1* or No. 4*, respectively, to the relevant CSE department. A valid depository account is the precondition for opening a trading account, irrespective of any securities being in it or not.

In order for securities to be transferred to the trading account, they should be free of any encumbrance and should not be transferred to any other trading account.

If an investor or a person authorized by him/her cannot submit the application for opening a trading account to the relevant CSE department in person, their signatures on such application should be certified in a proper manner.

An order for purchasing or selling securities can be executed on the following working day after opening the trading account.

Closing a Trading Account

In order to close a trading account an investor or a person authorized by him/her needs to make the application in Form No. 7* to the relevant CSE department. If an investor or a person authorized by him/her cannot submit the application for closing a trading account to the relevant CSE department in person, their signatures on such application should be certified in a proper manner.

An investor is not entitled to close a trading account without the custodian's consent, if the securities in such account have been transferred to a custodian. Should the custodian fail to be present in the authorized body in person, his/her signature should also be certified in the proper manner. A trading account is deemed closed as of the following day after CSE accepted and reviewed all the documents required for such closing.

The investor should notify the Stock Exchange Agent dealing with the trading account about the account closing in order to avoid transactions occurring after the closing.

Transferring Securities to the Trading Account

An investor can transfer certain securities from his/her depository or special trading accounts to his/her general trading account. The securities transferred can be sold on the next trading day. In order to effect such transfer the investor should notify the relevant CSE department in Form No. 6*.

If the investor or the person authorized by him/her cannot notify the relevant CSE department in person, their signatures in the transfer notification should be certified in the proper manner.

Securities transfer cannot be effected, should they be encumbered in any way or be in trust.

Appointing a Custodian

While a trading account is open, an investor is entitled to appoint a person to perform financial operations with the securities in such trading account or act in his/her interests, as a custodian. The securities acquired by the custodian are registered in the investor's name. Only the custodian is entitled to:

1. Issue orders for purchasing or selling the securities in the general trading account.
2. Open a general trading account for selling the securities in the special account.

Transaction Proceeds

The Stock Exchange Agent acting on behalf of the seller should, within 3 working days after getting the transaction proceeds, send a notification to the seller about he proceeds amounts attaching his/her report on the charges withheld and the Agent's commission.

Other Services Provided to Investors

CR also provides the following additional services:

1. Issuing statements of depository accounts
Every investor having a depository account gets annual statements of his/her depository account stating the overall number of securities in the account and all changes occurring since the previous statement. An investor is entitled, by completing Form No. 9* and paying the required fee, to get statements of his/her account once every six months, quarter, each month or to get the statement on the day of the request.

2. Perusing the Company Members' List
In order to peruse the member list of the company listed at CSE Form No. 10* should be completed.

3. Proxy Registry
CSE should keep the registry of proxies issued by investors to their authorized representatives being the basis for transactions. The proxy can be rescinded by the person issuing such proxy or by a properly authorized party only.

* you can find samples of all Forms at the Cyprus Stock Exchange website www.cse.com.cy/en/default.asp

You can see more details about the Cyprus Stock Exchange operations by visiting www.cse.com.cy/en/default.asp website (in English).

You can learn more about a broker's operations by visiting www.cisco-online.com.cy (in English).