ETHIOPIA Law and Practice Contributed by: Sisay Habte, Tibebe Zewdu, Michael Mengistu and Helina Bezabih, TBeST Law LLP
lic Offering and Trading of Securities Directive No 1030/2024 (the “Directive” ), the name of any person, other than a member of the Board of Directors who, directly or indirectly, has an inter - est in the issuer’s capital or voting rights of 5% and above should be revealed, together with the amount of each such person’s interest, as of the date of the prospectus. If there are no such per - sons, an appropriate statement that attests that no such person exists should be submitted to the Authority. Other information that needs to be disclosed as per the Directive are the following: (a) whether the issuer’s major shareholders have different voting rights, or an appro - priate statement to the effect that no such voting rights exist; (b) whether there is an agreement in place to govern the relationship between a con - trolling shareholder, another interested persons and the issuer; and, (c) a description of any arrangements known to the issuer, the operation of which may, at a subsequent day, result in a change in control of the issuer. Additionally, any share company listed on an exchange is required to disclose the names of interested persons and any changes in their shareholding. The exchange is also required to announce the information received concerning the disclosures of interests immediately upon receipt. Failure to disclose the interest as described above, and Directives to be issued by the Authority, may result in liability for any damages incurred by the Authority, the exchange, or a third party. Furthermore, interested persons and share companies listed on an exchange are required
to report to the Authority and the Exchange any changes in interest that exceed more than 0.5% of the issuer’s capital within ten days of the date of the change. This reporting remains mandatory until the change results in a decline of the inter - est to below 5% of the capital. Additionally, share companies listed on an exchange are required to maintain a special register for the disclosure of the members of the board of directors, executive directors, and managers, which involves all statements and information determined by the Authority. This register is also required to include all data related to remunerations, salaries, incentives, and other financial benefits as included in the report of the General Assembly, and stakeholders have the right to access this register during regular work - ing hours. 6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Companies must adhere to a set of financial reporting obligations as stipulated in the Ethio - pian Commercial Code on an annual and peri - odic basis. These obligations encompass the compilation of: • a comprehensive inventory of the company’s assets; • a balance sheet; • a profit and loss statement; and • a report on the company’s activities and affairs over the previous financial year. Additionally, company directors are required to submit these documents to auditors, the Minis - try of Trade and Regional Integration, or other relevant government authorities at least 40 days
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