EGC Corporate Governance Practices (May 2018)

A Survey and Related Resources PAGE D-2 INITIAL LISTING STANDARDS Initial Quantitative Listing Standards NYSE For U.S. companies, one of the following:* • Earnings Test: Adjusted pre-tax earnings from continuing operations must total (1) $10 million for the last three fiscal years, including a minimum of $2 million in each of the two most recent fiscal years and positive amounts in all three years, or (2) if there is a loss in the third fiscal year, $12 million for the last three fiscal years, including a minimum of $5 million in the most recent fiscal year and $2 million in the next most recent fiscal year; or • Global Market Capitalization Test: $200 million in global market capitalization (existing public companies must meet the minimum global market capitalization for a minimum of 90 consecutive trading days prior to listing on the NYSE). *Real estate investment companies (REITs), closed-end management investment companies and business development companies (BDCs) have different requirements. For non-U.S. companies, one of the following: • Earnings Test: Adjusted pre-tax earnings from continuing operations must total $100 million for the last three fiscal years (two years if company is an EGC)*, including a minimum of $25 million in each of the two most recent fiscal years;** or • Valuation/Revenue with Cash Flow Test: (1) $500 million in global market capitalization; (2) $100 million in revenues during the most recent 12-month period; and (3) $100 million aggregate adjusted cash flows for the last three fiscal years with at least $25 million in each of the two most recent fiscal years; or • Pure Valuation/Revenue Test: (1) $750 million in global market capitalization; and (2) $75 million in revenues during the most recent fiscal year; or • Affiliated Company Test: (1) $500 million in global market capitalization; (2) parent or affiliated company is a listed company in good standing; (3) parent or affiliated company retains control of, or is under common control with, the entity; and (4) operating history of 12 months. NASDAQ One of the following: • Standard 1 (Earnings): Adjusted pre-tax earnings from continuing operations must total (1) $11 million for the last three fiscal years, including a minimum of $2.2 million in each of the two most recent fiscal years and positive amounts in all three years; or • Standard 2 (Capitalization with Cash Flow): (1) Aggregate cash flows in prior three fiscal years greater than or equal to $27.5 million and positive amounts in all three years; (2) average market capitalization greater than or equal to $550 million over the prior 12 months; and (3) revenue for previous fiscal year greater than or equal to $110 million; or • Standard 3 (Capitalization with Revenue): (1) Average market capitalization greater than or equal to $850 million over the prior 12 months; and (2) revenue for previous fiscal year greater than or equal to $90 million; or • Standard 4 (Assets with Equity): (1) $160 million in market capitalization; (2) $80 million in total assets; and (3) $55 million in stockholders’ equity. The company must also meet the following requirements: • At least 2,200 total holders or 450 round lot holders; • Minimum number of publicly held shares of 1,250,000; • Minimum aggregate market value of publicly held shares of $45 million; and • Minimum price per share at least $4.00 at initial listing.