Egyptian Financial Supervisory Authority

Egyptian Financial Supervisory Authority

Chairman of the Board of Directors

Board of Directors Decision No. (96) of 2017

Dated 2017/7/25

Amending Board of Directors Decision No. (11) of 2014 Regarding the Rules for Listing and Delisting Securities on the Egyptian Exchange

---

Board of Directors of the Egyptian Financial Supervisory Authority

Having reviewed Law No. (159) of 1981 on Joint Stock Companies, Companies Limited by Shares, and Limited Liability Companies and its Executive Regulations; Having reviewed the Capital Market Law No. (95) of 1992 and the decisions issued in implementation thereof; Having reviewed Law No. 93 of 2000 on Central Deposit and Registration of Securities and its Executive Regulations; Having reviewed Law No. (10) of 2009 on Regulating Supervision over Non-Banking Financial Markets and Instruments; Having reviewed Presidential Decree No. (191) of 2009 on the Rules Organizing the Management and Financial Affairs of the Egyptian Exchange; Having reviewed the Statute of the Egyptian Financial Supervisory Authority issued by Presidential Decree No. (192) of 2009; Having reviewed Board of Directors Decision No. (11) of 2014 regarding the Rules for Listing and Delisting Securities on the Egyptian Exchange and its amendments; Having reviewed the approval of the Board of Directors in its meeting No. (8) held on 2017/7/25;

---

Decision:

(Article One)

The following texts shall replace the provisions of Item (8) of Article (9), the first paragraph of Article (10), and Article (53) of the Rules for Listing and Delisting Securities on the Egyptian Exchange:

---

Article (9): Item (8)

8 - Submission of undertakings by the company's major shareholders to retain a percentage of not less than 51% of their shares in the company's capital, with a minimum of 25% of the total shares required to be listed, and in the event that half of what they own is less than the 25% ratio, it must be supplemented from what is owned by the members of the Board of Directors and the company's founder.

Such retention shall be for a period of not less than two financial years from the date of listing on the Exchange for companies meeting Item (1) of this Article at the time of listing, or from the date of offering on the Exchange for companies not meeting the aforementioned item, and the retention of a 25% ratio shall continue for an additional financial year.

The same retention conditions shall apply to any subsequent increase in the company's capital, except for free shares.

Ownership of part or all of the retained shares may be transferred - with the approval of the Authority and the company's General Assembly - during the retention period mentioned, in the event that the transferee is a bank, insurance company, direct investment fund, an entity specialized in investment, or a legal person with distinguished expertise and a distinguished track record in the field of the company's activity, provided that they undertake to comply with the retention condition until the end of the stipulated period.

---

Article (10): First Paragraph

The continuation of a company's shares listing on the Exchange requires the availability of the minimum number of shareholders, the free float percentage, and the minimum number of shares required to be listed, and in the event of non-compliance with any of these conditions, the provisions of Chapter Six of these Rules shall apply.

---

Article (53): Circumstances Authorizing the Delisting of Listed Securities:

The delisting of securities shall be considered when one or more of the following circumstances exist:

1. If it is determined that the listing was based on incorrect data affecting the integrity of the listing.

2. If the company fails to fulfill its disclosure obligations in accordance with the provisions of these Rules after the expiration of one month from the date of its notification by the Exchange accordingly.

3. If the corresponding foreign securities for the listed Egyptian deposit certificates are delisted.

4. If six consecutive months have passed without conducting any trading operations, or without trading in transactions conducted between persons of the affiliated group, related parties, or other inherited operations.

5. If the company fails to pay the prescribed listing fees.

6. If the company violates one of the amendable provisions of the listing and continuation rules and fails to rectify it within the period specified by the Exchange to rectify the situation, without prejudice to the provision of Article (53) of these Rules.

7. If the company commits more than two unamendable violations of the listing rules within twelve months.

This shall be preceded by the Exchange addressing the company's Board of Directors regarding the listing rules that may lead to delisting by the Financial Supervision.

And in accordance with the provisions of Item (9) of Article (7) of these Rules, the Exchange may delist the company's shares if it loses either of the minimum criteria for net profit and shareholders' equity for two consecutive financial years after listing, in accordance with the standards specified by the Exchange and approved by the Authority.

In all cases, the delisting of securities is carried out by a reasoned decision from a committee of the Securities Listing Committee at the Exchange.

---

Article Two

A new article numbered (53) shall be added to the Rules for Listing and Delisting Securities on the Egyptian Exchange, the text of which is as follows:

The following:

Article (53): Mandatory Delisting of Shares of Companies Not Meeting the Conditions for Listing Continuation

In circumstances where a listed company loses one of the following listing and continuation conditions (percentage of shares to be offered - free float percentage - number of shareholders - number of listed shares), the Exchange shall address these companies within a maximum of one month from the date of non-compliance.

The company shall provide the Exchange, within a maximum of two months from the date of being addressed, with a timeline not exceeding six months, undertaking to meet those conditions.

In the event that the Exchange does not receive from the company the required timeline plan to meet these conditions, or the company fails to meet these conditions in accordance with the provisions of the previous paragraph, the company's status shall be presented to the Listing Committee at the Exchange within a maximum of one month from the expiration of the period specified in the previous paragraph, to issue a decision to suspend trading on the company's shares and delist its shares from the Exchange after one month from the date of notifying the company of the aforementioned Committee's decision, and the Exchange must notify the company of the implementation decision following the issuance of the decision via a registered letter with proof of receipt.

The company is obligated to purchase the free float shares and willing owners to sell - or guarantee the purchase of these shares by a third party - with the purchase to be executed within a maximum of one month from the date of notifying the company of the Committee's decision to suspend trading, and the aforementioned shares shall be purchased at a price not less than the fair value determined by an independent financial advisor registered in the Authority's registry, and any person whose shares in the company are freely tradable and pledged to them as security for a debt or obligation may sell the pledged shares in accordance with the provisions of the aforementioned paragraph.

Trading during the period extending from the day following the date of the Committee's decision to suspend trading until the Committee's decision to delist the company's shares from the Exchange takes effect shall be limited to executing the aforementioned similar free float share purchase operations and no other trading operations.

In all cases, the delisting decision takes effect on the date specified in the aforementioned Committee's decision.

The Exchange shall disclose on trading screens and its website all communications and decisions regarding the implementation of this Article.

---

Article Three

This Decision shall be published in the Egyptian Gazette and on the websites of the Authority and the Egyptian Exchange, and shall take effect from the day following its publication in the Egyptian Gazette.

---

Chairman of the Board of Directors
Sherif Samy

---

Egyptian Financial Supervisory Authority
Chairman of the Board
46076

---

Smart Village, Building 136, B - Giza
Postal Code: 12577
Telephone: 25270040 - Fax: 25270041
1 Manchester Towers - El Behr El Azeem St. - Giza
Postal Code: 12517
Telephone: 25727142 - Fax: 25727119
28 Talaat Harb St. - Cairo
Postal Code: 25450
Telephone: 25758807 - Fax: 25758581
20 Imad El Din St. - Cairo
Postal Code: 11111
Telephone: 25792240 - Fax: 25745598