Ministerial Decision – Page 4

This item was issued by the Muscat Stock Exchange in English and was not translated by Decree.

Based on:

The Commercial Companies Law promulgated by Royal Decree No. 18/2019;

The Securities Law promulgated by Royal Decree No. 46/2022;

Royal Decree No. 5/2021 Transforming Muscat Securities Market into a Closed Omani Joint Stock Company Named Muscat Stock Exchange SAOC;

The Executive Regulations of the Capital Market Law issued by Resolution No. 1/2009;

The Executive Regulations of the Public Joint Stock Companies issued by Resolution No. 27/2021;

The approval of the Capital Market Authority;

And the requirements of the public interest;

It has been decided as follows:

Article One

Registration of non-Omani brokerage companies to practice remote trading activities for securities listed on the Stock Exchange shall be subject to the attached controls.

Article Two

This Resolution shall enter into force as of the date of its issuance.

Issued on: 21 Rabiaa Al Awl 1447 AH.
Corresponding to: 14 Sep 2025 AD.

Controls for the Registration of Non-Omani Brokerage Companies to practice Remote Trading Activities for Securities listed on the Stock Exchange

Chapter One
Definitions and General Provisions

Article (1)

The following words and phrases shall have the meanings assigned thereto, unless the context requires another meaning:

Authority:	Means the Capital Market Authority
Stock Exchange:	Means Muscat Stock Exchange Company (S.A.O.C.)
Home Country:	Means the country in which the non-Omani brokerage company is commercially registered in accordance with its applicable laws and has its permanent headquarters.
Counterpart:	Means the regulatory counterpart to the Authority, which has the legal powers in the home country to license, supervise and control the securities brokerage activity.
Registering Market:	Means the capital market in the home country in which the non-Omani brokerage companies are registered in the brokers register.
Electronic Trading Platform (Tabadul):	Means the electronic platform emerging from joint cooperation between the Stock Exchange and the registering market under a memorandum of understanding or agreement. It is a platform designed for facilitating the process of executing orders to buy and sell securities.
Remote Trading Activity:	Means the process of executing orders to buy and sell securities listed on the Stock Exchange remotely for the benefit of the non-Omani brokerage company or for the benefit of its clients through the Electronic Trading Platform (Tabadul).
Company:	Means a non-Omani brokerage company licensed by the counterpart in the home country. It has no headquarters in the Sultanate of Oman, and it wishes to be registered to practice the trading activity remotely.
Depository:	Means Muscat Clearing & Depository Company (S.A.O.C)

Article (2)

The Stock Exchange may register the company to practice remote trading of listed securities, as specified in these controls.

Article (3)

The company’s board of directors shall be responsible towards third parties for damages that may result from the company’s failure and those in charge of it to comply with the legislation, regulations, decisions and regulations in force in the Sultanate of Oman regulating remote trading operations issued by the Stock Exchange.

Article (4)

The company may appeal the decisions issued by the Stock Exchange to the Authority.

Chapter Two
Company Registration Procedures

Article (5)

The registration application shall be submitted to the Stock Exchange on the form it prepared for this purpose to obtain its initial approval, accompanied by the following data and documents:

1. A receipt of payment of the application study fee.

2. Evidence of the approval of the counterpart in the home country to register the company in the Sultanate of Oman to practice remote trading.

3. A certificate from the counterpart stating that the company’s register has no observations or serious violations such as: (negligence, suspension of work, any violations of financial solvency standards, or the segregation of accounts, and any other violations related to its activity in the field of securities during the five (5) years prior to the submission of the application.

4. An updated copy of the commercial register in the home country, and a statement of the ownership structure to include the partners’ names, nationalities, and percentages in the company’s capital, in addition to a series of the ownership structures for the legal partner who owns (5%) five percent or more, ending with the real beneficiary.

5. The authorization issued by the partners or members of the board of directors to their representatives to initiate registration procedures, unless the applicant is fully authorized under the commercial register submitted with the application.

6. An acknowledgment from the company’s board of directors in the form prepared for this purpose, confirming the following:

A. No decision was issued to refuse to register the company with any regulatory body in any country in which the company has applied for registration and that no penalties were imposed by that body on the company during the five (5) years preceding the submission of the application.

B. The chairman and members of the board of directors or the partners shall have good conduct and reputation. Further, no judgments of bankruptcy or a penalty for a felony or misdemeanor breach of honor or trust have been issued against any of them during the five (5) years preceding the submission of the application. In addition, no penalty for one of the crimes stipulated in the Commercial Companies Law, Trading Law or Securities Law was issued against any of them, unless they have been rehabilitated.

C. The company has sufficient financial, administrative and technical capabilities and expertise to practice the activity in question.

D. Compliance with the rules of disclosure and dealings of insiders, and the rules of professional conduct in force at the Stock Exchange.

E. Appointing a compliance officer who will ensure that the company’s practices comply with the rules applicable at the Stock Exchange.

F. Commitment to the technical and technological requirements of the electronic trading platform (Tadabul) and the controls set by the Stock Exchange.

G. Commitment to the procedures for combating money laundering and the financing of terrorism issued by the Stock Exchange.

7. Any documents, data or other requirements requested by the Stock Exchange.

Article (6)

The Stock Exchange shall issue its initial approval for registration immediately upon completion of the documents and data stipulated in Article (5) of these controls, and the company must complete the rest of the documents and data stipulated in Article (7) of these controls, within a period not exceeding three (3) months from the date of obtaining the initial approval.

Article (7)

The final registration application shall be submitted on the form prepared by the Stock Exchange for this purpose, accompanied by the following documents and data:

1. A receipt of payment of the registration fee.

2. A copy of the approved Articles of Associations of the company.

3. A statement of the members of the board of directors or the board of partners, and their qualifications, experience, and memberships in other boards of directors.

4. Data of executive management employees, and their qualifications and experience.

5. Data of the compliance officer.

6. A guide to risk management, information security and the internal control system to ensure that laws, regulations, rules, circulars, and decisions in force in the Sultanate of Oman are properly applied.

7. The operational manual, work manuals, and internal regulations and rules regulating remote trading operations.

8. A guide to procedures for combating money laundering and terrorist financing in accordance with the applicable legislation in this regard.

9. A guide to know your customer requirements and due diligence requirements in accordance with the applicable legislation in this regard.

10. Business continuity policy.

11. Policy and procedures for receiving complaints or reporting violations, and the dispute settlement mechanism.

12. Any documents, data, or other requirements requested by the Stock Exchange

Article (8)

All copies of documents issued by the home country and submitted by the company must be authenticated in accordance with the procedures in force in the Sultanate of Oman. This condition may not be applied if the company provided an evidence confirming that the laws of the home country do not grant authentication for the document required to be submitted to the Stock Exchange.

Article (9)

If the company does not complete the required documents and data within the period specified in Article (6) of these controls, the CEO of the Stock Exchange may extend this period for a similar period, otherwise the application will be considered null.

Article (10)

Before issuing its final approval to register the company, the Stock Exchange must ensure that the company fulfills the technical and regulatory requirements issued by the Depository in this regard and approved by the Authority.

Article (11)

The company shall practice its activity within one month from the date of its notification of the final approval and registration in the register, otherwise the application shall be considered null. This period may be extended for another period, as of the date of its expiry, based on justifications accepted by the Stock Exchange.

The Stock Exchange must notify the Authority of the company’s registration within a period of (5) five days from the date of the company’s final registration or cancellation of its registration.

Article (12)

The registration period is (2) two years, starting from the date of registration. The company must submit an application to renew its registration with the Stock Exchange (2) two months before its expiry. The Stock Exchange shall ensure that the company fulfills all registration requirements.

Chapter Three
Obligations of the Company

Article (13)

The company shall ensure that the know-your-customer requirements, due diligence requirements, and the procedures for combating money laundering and the financing of terrorism it adopts in the home country are no less than those applied and in force in the Sultanate of Oman.

Cancellation or amendment of any of the documents referred to in Article (7).

Article (14)

The company shall open an independent trading account for the benefit of its portfolio with the Depositary, independently of the trading account for the benefit of its clients.

Article (15)

Without prejudice to any other obligations stipulated in a law, regulation, decision, circular, controls or instructions in force in the Sultanate of Oman or those in force in the home country, the company shall abide by the following:

1. It shall inform the Stock Exchange immediately of any of the following cases:

A. Cancellation or amendment of any of the documents referred to in Article (7).

B. Any penalties or financial fines imposed on the company, its board of directors, or its executive management.

C. Suspension or cancellation of the license or registration granted to it by the counterpart in the home country.

D. In the event that it merges with another person or is acquired by third party.

E. Change of any member of its board of directors or senior executive management.

F. Change of the company’s the name or address.

G. Any reservation or abstention from expressing an opinion from the company’s external auditor.

2. Maintaining records related to customers’ data, accounts, trading and orders made through the Stock Exchange of all types and means, and keeping backup copies of those data and records for a period not less than (10) ten years, starting from the date of transaction. This obligation applies even after the expiration of approval regardless whatever the reason, and the company shall, in all cases, provide the Stock Exchange with any documents or data related to these records, when requested.

3. The company shall charge and pay the commission rate applicable in the Sultanate of Oman for transactions executed on the Stock Exchange.

4. The company’s board of directors or the board of partners shall review the effectiveness and adequacy of the regulations and internal control systems at least once a year by the company’s board of directors.

5. The company shall not carry out any purchase or sale transactions on the Stock Exchange for Omanis or residents of the Sultanate of Oman.

6. The company shall set internal supervision and control procedures and systems to ensure that the company, and its board of directors and employees abide by the regulations and systems applicable by the company and the laws, regulations, and all legislation regulating the capital market sector in force in the Sultanate of Oman.

7. The company’s board of directors shall make all possible efforts to ensure that all its employees and representatives in the Sultanate of Oman are of good moral character, honesty, and are abiding by the regulations, legislation, and the rules of professional conduct. The company shall also ensure that they are appropriately qualified to carry out the tasks assigned to them.

8. The company shall have a qualified compliance officer who will act as the contact point between it and the Stock Exchange.

9. The company shall set appropriate internal procedures to follow up and organize the trading of its board members and employees on the Stock Exchange to ensure the reduction of conflicts of interest and the exploitation of any unannounced information.

10. The company shall have an appropriate system to ensure the fairness of issuing, executing and distributing customer orders.

11. The company shall abide by all requirements provided for in the declarations agreed upon with the Stock Exchange and the Depository

Chapter Four
Periodic Reports

Article (16)

The company shall provide the Stock Exchange with the following:

1. A copy of the quarterly financial reports (if any) and annual reports audited by the external auditor, within a period not exceeding seven (7) days from their submission to the counterpart, in accordance with the rules and requirements approved in the home country in this regard.

2. A copy of the capital adequacy standards report, according to the rules and requirements in force in the home country.

3. An annual Compliance Test Report (CTR) within a period not exceeding thirty (30) days from the end of the fiscal year, to be prepared by the company’s compliance officer or internal auditor and approved by the board of directors. This report shall confirm that the company has committed to these controls and that it has an effective internal control system, and be prepared in the form set by the Stock Exchange.

4. Any other reports or data that the Stock Exchange deems necessary.

Chapter Five
Supervision and Control

Article (17)

1. The Stock Exchange has the right to control any transactions, records, data or documents of the company regarding its trading or activity on the Stock Exchange.

2. The Stock Exchange may coordinate with the registering market to request an inspection of the company, and notify it of any violations, suspicions or transgressions committed by the company, in accordance with the laws, regulations, decisions, circulars, controls and regulations in force in the Sultanate of Oman. The company shall facilitate the task of the inspection team and provide it with all the data and information it requests.

3. The Stock Exchange has the right to share a copy of the control report with the registering market at its discretion.

4. The Stock Exchange shall provide the Authority with periodic reports on inspections of these companies.

Chapter Six
Cancellation of Registration

Article (18)

The company registered with the Stock Exchange may not decide to cease its activity or liquidate its operations in the Sultanate of Oman except with the approval of the Stock Exchange, after it verifies that the company has fulfilled all its obligations, in accordance with the conditions set by the Stock board of directors and approved by the Authority.

Article (19)

The company’s registration with the Stock Exchange will be automatically canceled whenever the its license in the country of registration is suspended or cancelled, or if it is dissolved, liquidated, or goes bankrupt, or when the legal form of the company changes, or when there is a change in the ownership without prior notification to the Stock Exchange.

The cancellation of the company’s registration in any of the cases referred to above does not prejudice to the rights of those dealing in securities with it.

Article (20)

The Stock Exchange shall notify the Authority and the registering market immediately when the company’s registration is cancelled.

Chapter Seven
Penalties

Article (21)

Without prejudice to any administrative or penal penalties stipulated in the laws in force in the Sultanate of Oman, the Stock Exchange has the right to impose any of the penalties listed below against the company whenever it violates any of these controls, laws, regulations, decisions, circulars, rules or controls in force in the Sultanate of Oman regulating brokerage activity or the related controls, or if the nature of the violation indicates that the company is suffering from financial or administrative difficulties and that its continuation of business threatens the interests of investors in the Stock Exchange or those dealing in securities with the company, the Stock Exchange, or any other relevant party. In this case, the Stock Exchange may impose any of the following penalties:

A. Warning.

B. Issuing specific mandatory directives requesting the correction of its conditions within the period specified by the Stock Exchange.

C. Suspension of the activity for a period not exceeding two (2) months.

D. Cancellation of registration.

Article (22)

Administrative penalties imposed do not prevent the Stock Exchange from filing any civil claims for the damage it suffered as a result of the violations committed by the company.

Article (23)

The Stock Exchange shall notify the Authority and the registering market immediately upon imposing any of the penalties referred to in Article (22) above.

Article (24)

If the violations committed by the company are serious and the penalties provided for in the above-mentioned Article are not sufficient, the Stock Exchange shall report the violation to the Authority to take appropriate measures regarding the violations.

Chapter Eight
Taxes and Fees

Article (25)

The company shall pay all taxes and fees determined by the competent authorities in the Sultanate of Oman.

Article (26)

The Stock Exchange shall collect the following fees:

No.	Type of Fee	Amount of Fee in Omani Riyals	Due Date
1	Application study fee	200
2	Registration fee	200
3	Activity practice fee	1000
4	Renewal fee	500