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  Staff Interpretation Letter 2003-17
Identification Number 988
Rule 4350(a):  NASDAQ will provide exemptions to the extent that a rule requires any foreign issuer to do any act that is contrary to a law, rule or regulation of any public authority exercising jurisdiction over such issuer or the rule is contrary to generally accepted business practices in the issuer’s country of domicile.
Rule 4350(b)(1):  Each issuer shall distribute to shareholders copies of an annual report containing audited financial statements of the company and its subsidiaries. The report shall be distributed to shareholders a reasonable period of time prior to the company's annual meeting of shareholders and shall be filed with NASDAQ at the time it is distributed to shareholders.
Relevant Facts:  An Israeli company requested an exemption from the NASDAQ requirement to distribute copies of its annual report with audited financial statements to its shareholders prior to its annual general meeting.  The company stated that such a distribution of annual reports was not in accordance with the practices of its home country and was also not required by its home country stock exchange.
Issue:  Is the company eligible for an exemption from the NASDAQ requirement?
Determination:  The company's home country counsel represented that the distribution of annual reports with audited financial statements prior to the annual shareholder meetings would not be in accordance with the practices of the listed company’s home country, and that the requirement to distribute such reports is not consistent with the requirements of the primary stock market in the company's domicile.  Accordingly, counsel represented that in this instance, NASDAQ's requirement to distribute copies of an annual report to its shareholders is contrary to generally accepted business requirements in the company’s home country.  In addition, the company confirmed that copies of its annual reports with audited financial statements are available to its shareholders on the company’s website.  Based on these representations, NASDAQ granted the requested exemption to Listing Rule 4350(b)(1).
Publication Date*: 7/31/2012 Mailto Link Identification Number: 988
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