Decision No. 85 of 2012 of the Board of Directors of the Egyptian Financial Supervisory Authority

Dated 26/12/2012

The Board of Directors of the Egyptian Financial Supervisory Authority.

Having reviewed the Capital Market Law issued by Law No. 95 of 1992, its Executive Regulations, and the decisions issued in implementation thereof,

and the Central Depository and Registration of Securities Law issued by Law No. 93 of 2000,

and its Executive Regulations,

and Law No. 10 of 2009 regulating supervision over non-banking financial markets and instruments,

and Presidential Decree No. 191 of 2009 concerning the regulations governing the management and financial affairs of the Egyptian Exchange,

and the Statutes of the Egyptian Financial Supervisory Authority issued by Presidential Decree No. 192 of 2009,

and Decision No. 30 of the Board of Directors of the Capital Market Authority dated 18/6/2007 concerning the rules for listing, continued listing, and delisting of securities on the Cairo and Alexandria Exchanges, and its amendments,

and Decision No. 62 of 2007 of the Board of Directors of the Capital Market Authority dated 11/7/2007 concerning the rules for listing securities issued by small and medium-sized enterprises,

and the approval of the Authority's Board of Directors in its session No. 23 of 2012 dated 26/12/2012.

Decided

Article 1: A new article numbered (9 bis) shall be added to the aforementioned rules for listing, continued listing, and delisting of securities on the Egyptian Exchange, with the following text:

Article (9 bis): The following conditions are required for listing the shares of companies submitting listing applications as of the following day:

a) The percentage of the company's offered shares shall not be less than 10% of the company's total shares. For the purpose of this condition, "offering" refers to offering the company's shares for sale on the Exchange based on the disclosure report stipulated in item (2) of Article (4) of these Rules, and approved by the Authority. Companies that have previously offered the aforementioned percentage of the total shares of their capital requested for listing based on a public subscription prospectus approved by the Authority shall be deemed to have met this condition.

b) The percentage of freely tradable shares shall be at least 5% of the company's total shares, and the number of shareholders in the company shall not be less than 500 shareholders. In the case of an offering for sale on the Exchange, the percentage of shares allocated to any single shareholder shall not exceed 1% of the offered shares at the time of listing.

c) The number of issued shares requested for listing shall not be less than 5 million shares.

d) The company shall submit financial statements for a complete preceding fiscal year prior to the listing application. These statements must be prepared in accordance with Egyptian Accounting Standards, audited in accordance with Egyptian Auditing Standards by one of the auditors registered with the Authority, and approved by the company's General Assembly.

e) The issued capital must be fully paid-up and shall not be less than 50 million Egyptian pounds or its equivalent in free currencies, based on the latest annual financial statements or the latest periodic financial statements accompanied by a comprehensive audit report from the auditor, and approved by the company's General Assembly.

f) The pre-tax net profit ratio for the last preceding fiscal year prior to the listing application shall not be less than 5% of the paid-up capital requested for listing. The company's pre-tax net profits must be generated from the company's main business activity. It is further required that the pre-tax net profit ratio in the periodic financial statements showing the requested capital and the subsequent interim financial statements (if prepared) shall not be less than the pre-tax net profit ratio in the annual statements.

g) Shareholders' equity in the latest annual and periodic financial statements preceding the listing application date shall not be less than the paid-up capital.

h) The retention ratio of the company's principal shareholders in the shares requested for listing shall not be less than 25% of its issued share capital, for a period of not less than two fiscal years from the date of executing the offering on the Exchange or from the listing date for companies that offered their shares for public subscription in the primary market prior to listing. For the purpose of this condition, "principal shareholders" refers to shareholders owning 10% or more of the company's share capital, whether directly or indirectly through affiliated groups.

The shares of companies that do not meet conditions (a) and (b) may be listed if the company submits a listing application undertaking to comply with these two conditions within six months from the date of listing its shares on the Exchange. Trading in the company's shares shall not be permitted during this period until these conditions are met. Listing shall be deemed void if the conditions are not met within the specified period.

The shares of companies that do not meet condition (f) may be listed if the company submits to the listing application the financial statements for three actual preceding fiscal years, prepared in accordance with the conditions and terms stipulated in condition (d), provided that the average annual pre-tax net profit of the company generated from its main business activity over the last three fiscal years preceding the listing application does not fall below 5% of the average paid-up capital over the same period, and provided that the company has not incurred net losses during any of the three preceding fiscal years.

In all cases, the continued listing of shares of companies that meet conditions (a), (b), and (c) of this Article must be maintained. In the event that one or all of these conditions are not met for a period of three months, the Listing Committee may grant the company an additional three months from the date of notification by the Listing Committee to comply with these conditions. If the company fails to comply, the delisting of the company's shares shall be considered.

Article 2: This Decision shall be published in the Egyptian Gazette and shall take effect as of the day following its publication. The Exchange, the Authority's competent departments, and relevant authorities shall implement its provisions within their respective jurisdictions.

<!-- Image: Seal of the Egyptian Financial Supervisory Authority (EFSA) --> <!-- Signature: Dr. Ashraf El-Sharkawy --> <!-- Title: Chairman of the Board of Directors -->

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