Capital Market Authority Board of Directors Decision No. (50)

For the Year 2009 dated 29 October 2009
Regarding the Amendment of the Rules for Listing, Continuation of Listing, and Delisting of Securities on the Egyptian Exchange

The Board of Directors of the Capital Market Authority,
Having reviewed the Capital Market Law issued by Law No. 95 of 1992 and its Executive Regulations,
And the Central Depository and Registry Law issued by Law No. 93 of 2000 and its Executive Regulations,
And Law No. 10 of 2009 regulating supervision over non-Egyptian markets and financial instruments,
And Presidential Decree No. 191 of 2009 regarding the provisions governing the management of the Egyptian Exchange and its financial affairs,
And Presidential Decree No. 192 of 2009 issuing the Statute of the Capital Market Authority,
And the Capital Market Authority Board of Directors Decision No. (30) dated 18/6/2002 regarding the rules for listing, continuation of listing, and delisting of securities on the Cairo and Alexandria Exchanges,
And the Capital Market Authority Board of Directors Decision dated 22/9/2008 amending the rules for listing, continuation of listing, and delisting of securities on the Egyptian Exchange,
And the approval of the Capital Market Authority Board of Directors dated 29/10/2009.

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Has Decided

Article One

The provisions of Article (2), Items (3) and (5) of Article (4), Article (6), the first paragraph and Item (Y) of Article (7), Items (1), (5), and (6) of Article (9), Articles (17), (19), and (22), and the first paragraph and Item (I) of Article (24) of the Rules for Listing, Continuation of Listing, and Delisting of Securities are hereby replaced with the following provisions:

Article (2)

The Listing and Delisting Committee shall be formed by a decision of the Exchange's Board of Directors, chaired by the Chairman of the Exchange or their delegate, and comprising:

• Two Exchange employees selected by the Exchange's Board of Directors.
• A representative of listed companies on the Exchange, selected by the Exchange's Board of Directors from among the ten largest active companies with securities listed on the Exchange.
• A representative of companies operating in the securities field from among the members of the Exchange's Board of Directors, selected by the Board.
• A representative of the Egyptian Society of Accountants and Auditors, selected by the Society's Board of Directors.

The term of membership shall be two years, renewable for one or more similar periods.

The Committee shall have a technical secretariat formed by a decision of the Chairman of the Exchange. The Committee shall issue its decisions by a majority vote, and in case of a tie, the Chairman's vote shall prevail. The Committee shall meet at least twice a month or whenever necessary upon summons by its Chairman, and a quorum shall not be valid unless a majority of its members are present.

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Article (4), Item (3)

Disclosure of related parties to the company. A "related party" refers to any entity or individual connected to the company directly or indirectly through:

• Control over the company or being under common control with it.
• Or ownership of a percentage of shares or voting rights granting the ability to exert effective influence over its decisions.
• Or membership on the board of directors or holding the position of executive director in the listing applicant company.
• Or in its holding company or in any of its subsidiaries or sister companies.
• Or being under full control, joint control, or direct influence from persons owning a percentage of shares or voting rights granting them the ability to exert direct or indirect influence.
• Or the related party being an independent entity established by the company specifically for benefits or profit-sharing agreements for employees of the company or any company related to it.

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Article (4), Item (5)

Disclosure of the curriculum vitae and unified code number for individuals joining the listing applicant company, including the following:

• A- Full name, nationality, place of residence and work, and the entity represented on the board of directors if representing a legal entity, with a precise description of previous experience and qualifications, whether holding the position of board member in any other company with securities listed on the Exchange, and their shareholding in other companies reaching 5% or more of its capital.

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B- Direct and indirect shareholding percentages, as well as the share of relatives up to the second degree in the company's capital, and the shareholding percentage in any subsidiary or sister company.

C- Disclosure of positions held in another company, whether listed or unlisted on the Exchange, and the entity represented if a board member, the ownership percentage of this entity, and the ownership percentage of the individual and their relatives up to the second degree in this other company.

D- Disclosure of loans of any kind granted by board members or related parties to the company.

For the purposes of this Decision, "individuals joining" refers to members of the board of directors of the company, its subsidiary, holding, sister, or controlling company, their spouses, minor children, as well as employees and consultants of the company who have access to inside information, and their spouses and minor children.

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Article (6)

The Committee shall rule on the listing application within fifteen days from the date of completing the required documents and procedures.

The company may submit a request for reconsideration of the Committee's decision rejecting the listing to the Exchange's Board of Directors within fifteen days of being notified of the decision, and the Board shall rule on the reconsideration request within fifteen days of its submission. If the Exchange's Board of Directors upholds the Listing Committee's decision, the company may submit a petition to the Capital Market Authority within fifteen days of the Exchange Board's decision. In case the petition is rejected, the company has the right to appeal the Authority's decision before the administrative committee granted jurisdiction under Article (50) of the Capital Market Law issued by Law No. 95 of 1992.

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Article (7), First Paragraph

Subject to the provisions of Article (87) of Law No. 88 of 2003 issuing the Central Bank, Banking, and Monetary System Law and Articles (27) and (28) of its Executive Regulations, every company with shares or Egyptian deposit certificates listed on the Exchange shall have an audit committee. The selection of its members and the designation of its chairman shall be decided by the Board of Directors, such that the number of members shall not be less than three non-executive board members known for their competence and expertise in the company's field of activity. If the company does not have a sufficient number of such members, the committee's membership shall be completed with experts from outside the company.

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Article (7), Item (Y)

• Ensuring that a report is submitted to the Board of Directors by an independent specialized expert regarding the nature of transactions and deals concluded with related parties, and the extent to which they violate or harm the interests of the company or its shareholders.

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Article (9), Item (A)

Egyptian Securities Listing Table:

1. Shares:

Shares are listed if they meet the following conditions at the time of submitting the listing application:

• A- The percentage of shares offered through an offering or public or private placement shall not be less than 10% of the company's total shares. For the purposes of these rules, "offering" refers to the sale of the company's shares either to an unspecified public or to qualified investors in the secondary market.

• B- The number of shareholders in the company shall not be less than 100 shareholders, whose combined holdings represent at least 5% of the company's total shares.

• C- The number of issued shares requested for listing shall not be less than 2 million shares.

• D- The listing applicant company shall submit financial statements for a complete financial year prior to the listing application, prepared in accordance with Egyptian Accounting Standards and audited in accordance with Egyptian Auditing Standards by one of the certified accountants registered with the Authority, and approved by the company's General Assembly.

• E- The issued capital shall be fully paid and shall not be less than 20 million Egyptian pounds or its equivalent, based on the latest annual financial statements or the latest periodic financial statements accompanied by a combined audit report after its review, endorsed by a certificate from the company's General Assembly.

• F- The net profit before tax for the last financial year prior to the listing application shall not be less than 5% of the paid capital requested for listing, provided that the company's net profit before tax is generated from the company's main activity. It is also required that the net profit before tax percentage in the periodic financial statements showing the paid capital requested for listing, and the subsequent interim financial statements (if prepared), shall not be less than the net profit before tax percentage in the annual statements.

• G- Shareholders' equity in the latest annual and periodic financial statements prior to the listing application date shall not be less than the paid capital.

As an exception to the above, shares may be offered to more than one company not meeting conditions (A) and (B), provided that the listing applicant company submits a commitment to comply with these two conditions within three months from the date of listing its shares on the Exchange. In case this commitment is not fulfilled, the listing shall be considered void. Trading in the company's shares during this period, prior to fulfilling the aforementioned conditions, requires the Authority's prior approval based on compelling justifications.

Shares of companies not meeting condition (F) may also be listed, provided that the listing applicant company submits financial statements for the three actual years prior to the listing application, prepared in accordance with the aforementioned conditions and provisions.

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Regarding condition (D), it is also required that the average annual net profit of the company generated from its main activity before tax over the last three years prior to the listing application, relative to the average paid capital over the same period, shall not be less than 5%, and it is required that no net losses be incurred during any of the three financial years prior to the listing application.

In all cases, the continued listing requires the fulfillment of conditions (A), (B), and (C). In the event that some or all of these conditions are not met for a period of three months, the Listing Committee may grant the company an additional month from the date of notification by the Listing Committee to fulfill these conditions. If the company fails to comply, the delisting of the company's shares shall be considered.

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Article (9), Item (E)

• Index Fund Documents: Index fund documents are listed if they meet the following conditions:

• A. Submission of the public or private offering prospectus for this issuance, approved by the Authority.

• B. Submission of a commitment from the investment manager of the document-issuing entity, with Exchange approval, to provide a daily statement before the start of the next trading day session regarding the Net Asset Value of the Exchange daily, the number of outstanding certificates and any changes therein and their percentage, any temporary steps taken to halt the consumption or sale of certificates, as well as the date and value of distributed coupons.

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Article (9), Item (Z)

• Egyptian Deposit Certificates: Subject to agreements and memoranda of understanding concluded between the Capital Market Authority and the Exchange, and between the Exchange and foreign exchanges or regulatory authorities in the market where the shares underlying the Egyptian deposit certificates are listed. Egyptian deposit certificates are listed if they meet the following conditions:

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A. The foreign company for which Egyptian deposit certificates are requested to be listed must meet the necessary conditions for listing Egyptian company shares.

B. Submission of approval from the Capital Market Authority for the issuance of the certificates requested for listing.

C. The company must commit to offering all Egyptian deposit certificates for trading on the Exchange within 3 months from the date of their listing, and the number of holders of Egyptian deposit certificates shall not be less than 150 persons, whether Egyptian or foreign, after the offering.

D. The shares underlying the deposit certificates must be listed on one of the foreign exchanges subject to the supervision of an authority exercising powers similar to those of the Capital Market Authority.

E. The number of certificates issued against shares deposited with the depositary bank shall not be less than 500,000 certificates.

F. The total value of the total certificates requested for listing shall not be less than 100 million pounds or its equivalent in convertible foreign currencies.

Continued listing requires the continuation of conditions (Z) and (F), and disclosure requirements, in addition to the continued fulfillment of listing conditions (C), (D), (E), and (F) specific to Egyptian deposit certificates.

In all cases, a foreign company shall not list part of its securities as shares and another part as Egyptian deposit certificates at the same time.

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Article (17)

The company must ensure that its annual board of directors' report includes the data stipulated in Article (4) of these Rules, in addition to a summary of any existing contracts or agreements between the issuing company or any of its subsidiaries and any related party.