3.3.1. Prohibition on Financial Promotions

A Person must not make a Financial Promotion in relation to a Regulated Activity carried on an Authorised Firm licensed by the AFSA unless:

1. (a) the Person is an Authorised Firm;
2. (b) the content of the Financial Promotion is approved by an Authorised Firm; or
3. (c) the Financial Promotion is exempt under COB 3.3.3.

Persons who make a Financial Promotion falling within (a), (b) or (c) above shall be "Authorised Promoters" for the purposes of this COB 3.

3.3.2. Financial Promotion by a Representative Office

A Representative Office may make a Financial Promotion only in relation to a Financial Product or Financial Service offered both:

• (a) in a jurisdiction other than the AIFC; and
• (b) by a related party of the Representative Office.

3.3.3. Exempt Financial Promotions

For the purposes of COB 3.3.1(c), a communication is an exempt Financial Promotion if it is:

• (a) directed at and capable of acceptance exclusively by a Person who is believed by the Person making the Financial Promotion, on reasonable grounds, to be a Professional Client or Market Counterparty;
• (b) made to a Person as a result of an unsolicited request by that Person to receive the Financial Promotion;
• (c) made or issued by or on behalf of a government or non-commercial government entity, including a central bank;
• (d) made by a Person in the course of providing legal or accountancy services and may reasonably be regarded as incidental to and a necessary part of the provision of such services;
• (e) included in a Prospectus approved by the AFSA in accordance with MAR; or
• (f) included in any document required or permitted to be published under the Listing Rules.

3.3.4. Other exclusions from the Financial Promotions Prohibition

A Person does not breach the Financial Promotions Prohibition if:

• (a) the Person acts as a mere conduit for the making of the Financial Promotion, such as:

(i) a newspaper or magazine;

(ii) a website carrying third-party banner advertisements;

(iii) a postman or courier;

(iv) a person paid to hand out promotional material to the public and an event venue, unless in each case that Person created the Financial Promotion; or

• (b) the Financial Promotion is not made for a commercial or business purpose.

3.3.5. Content of a Financial Promotion

An Authorised Promoter must ensure that any Financial Promotion that it communicates or approves contains the information in Schedule 5.

3.3.6. Financial Promotions included in other communications

If an Authorised Promoter communicates information to a Client (whether in a document required by these Rules or otherwise), the Person must not include or embed a Financial Promotion in the communication in a way that obscures:

• (a) the objectives or purpose of the communication; or
• (b) the nature or purpose of the Financial Promotion.

3.3.7. Withdrawal of a financial promotion

If an Authorised Promoter becomes aware that a Financial Promotion that it has previously communicated or approved does not comply or no longer complies with this Rule, it must ensure that the Financial Promotion is withdrawn as soon as practicable by either:

• (a) ceasing to make the Financial Promotion and telling any other Person known to be relying on it that the promotion is withdrawn; or
• (b) withdrawing its approval and telling any Person known to be relying on it that the promotion is withdrawn.

3.3.8. Restriction on communicating Financial Promotions

An Authorised Promoter that communicates or approves a Financial Promotion must ensure that:

• (a) the Financial Promotion complies with any applicable AIFC laws, Rules or Regulations;
• (b) any material statements of fact in the Financial Promotion are accurate and up to date;
• (c) it does not distribute a Financial Promotion if it becomes aware that the Financial Product or Financial Service that is the subject of the Financial Promotion is in breach of legal or regulatory requirements;
• (d) any Financial Promotion intended for Professional Clients and/or Market Counterparties is not communicated to any persons who are not Professional Clients and/or Market Counterparties, as appropriate;
• (e) no person communicates or otherwise uses the Financial Promotion on behalf of the Authorised Firm in a manner that amounts to a breach of the requirements in this Rule; and
• (f) the Financial Promotion does not mention an approval or authorisation of the AFSA that has not been given in writing by the AFSA.

3.3.9. Financial promotions for Retail Clients

Before an Authorised Promoter makes or approves a Financial Promotion directed at Retail Clients, it must ensure that the Financial Promotion:

• (a) is accurate and does not emphasise any potential benefits of a specified Financial Product without also giving a fair and prominent indication of any relevant risks;
• (b) is sufficient for the needs of, and presented in a way that is likely to be understood by, the average member of the group to whom it is addressed or by whom it is likely to be received; and
• (c) does not disguise, diminish or obscure important items, statements or warnings.

3.3.10. Comparisons and contrasts

If an Authorised Promoter makes or approves a Financial Promotion that contains a comparison or contrast, it must ensure that:

• (a) the comparison is meaningful and presented in an objective and balanced way;
• (b) the sources of the information used for the comparison are stated; and
• (c) the key facts and assumptions used to make the comparison are included.

3.3.11. Past performance and forecasts

An Authorised Promoter must ensure that any information or representation in a Financial Promotion relating to past performance, or any future forecast based on past performance or other assumptions, which is provided to or targeted at Retail Clients:

• (a) presents a fair and balanced view of the Financial Products or Financial Services to which the information or representation relates;
• (b) identifies, in an easy to understand manner, the source of information from which the past performance is derived and any key facts and assumptions used in that context are drawn; and
• (c) contains a prominent warning that past performance is not necessarily a reliable indicator of future results.