Financial Regulatory Authority

Head of the Authority

Decision of the Board of Directors of the Financial Regulatory Authority No. (73) for 2022 dated 31/8/2022 amending the Board Decision No. (11) for 2014 regarding the rules for listing and delisting securities on the Egyptian Exchange

Board of Directors of the Financial Regulatory Authority

Having reviewed the Capital Market Law issued by Law No. (95) of 1992 and its executive regulations; And the Law No. (10) of 2009 regulating supervision over markets and non-banking financial instruments; And the Board Decision No. (11) of 2014 regarding the rules for listing and delisting securities on the Egyptian Exchange; And the Board Decision No. (121) of 2017 regarding the conditions and requirements for registration with the Authority by companies and entities wishing to list and offer their securities on the Egyptian Exchange and approve offering circulars; And after approval by the Board of Directors in its session held on 31/8/2022;

Decided

(Article One)

The provisions of Articles (1 bis), (6 preamble), (7 paragraph 2), (7 bis paragraph 1), (9 last paragraph), (16 preamble item first: Foreign Shares), (18 preamble), (24 paragraph 1), and (56 of the rules for listing and delisting securities on the Egyptian Exchange issued by Board Decision No. (11) of 2014), are replaced with the following provisions:

Article (1 bis):

Shares issued by Egyptian and foreign companies, as well as Egyptian deposit receipts, may be listed on the Egyptian Exchange tables on a provisional basis before fulfilling items (1, 2, 3 of Articles (7) or (9)), or the minimum number of deposit receipt holders and the percentage of freely tradable shares as stipulated in Article (15), or item (d) of Article (16) of these rules, as applicable. Listed companies must complete registration procedures with the Authority according to the rules determined by the Board of Directors and submit applications to the Exchange to execute the offering or commence trading on such shares or receipts, as applicable

within six months from the listing date, and this period may be extended with the Authority's approval in cases it deems appropriate based on

justifications and the timeline plan submitted by the company. Provisional listing shall be deemed void if the specified period expires without executing the offering and fulfilling listing conditions and requirements.

The Authority may also extend the deadline for completing offering procedures for companies previously listed on the Exchange prior to the implementation of Board Decision No. (122) of 2017 issued regarding the amendment of listing and delisting rules for securities on the Egyptian Exchange, in accordance with justifications and timeline plans submitted by these companies to the Authority and as determined by the Authority for each company. The listing of shares of these companies shall be deemed void if the specified period expires without executing the offering and fulfilling listing conditions and requirements.

Without prejudice to the provisions of Law (159) of 1981 and Law (95) of 1992, the obligations contained in Chapters Three, Four, and Five of these rules – except for those stipulated in items (1 to 4) of Article (48) – do not apply to companies whose securities were listed in accordance with this article until these companies fulfill listing and offering requirements and commence trading on their securities.

Article (6 preamble):

Listing on the Exchange tables requires fulfilling the following general conditions: ……………………………

Article (7 paragraph 2):

In all cases, trading on shares of a company listed provisionally is not permitted during the period from the listing date until the commencement of trading on these shares, except with the Authority's approval. The provisional listing is deemed void if the company fails to offer its shares within six months from the listing date, and this period may be extended with the Authority's approval in cases it deems appropriate based on justifications and the timeline plan submitted by the company.

Article (7 bis – paragraph 1):

Shares of Special Purpose Acquisition Companies (SPACs) are listed on the Egyptian Exchange tables, and these companies are committed to increasing their capital through a public and/or private subscription within six months from the listing date, and this period may be extended with the Authority's approval in cases it deems appropriate based on justifications and the timeline plan submitted by the company.

Article (9 – last paragraph):

In all cases, trading on shares of a company listed provisionally is not permitted during the period from the listing date until the commencement of trading on these shares, except with the Authority's approval. The provisional listing is deemed void if the company fails to offer its shares within six months from the listing date, and this period may be extended with the Authority's approval in cases it deems appropriate based on justifications and the timeline plan submitted by the company.

Article (11):

Securities and financial instruments issued by the State are listed upon submission of an offering circular or issuance documents approved by the competent authority of the issuing entity.

Article (16 preamble item first: Foreign Shares):

The following conditions are required for listing shares of foreign companies: ……………………………

Article (18 preamble):

The company or entity applying for listing must attach the following to its listing application: ……………………………

Article (24 – paragraph 1):

In the event that a listed company undergoes restructuring by division, resulting in a surviving company and one or more split-off companies, the listing data of the surviving company is amended, and the shares of the split-off companies resulting from restructuring are listed as

an extension of the listed company post-division listing with a restructuring ratio in the commercial register, provided that the minimum number

of shareholders, capital, total number of shares, and percentage of freely tradable shares remain available. Trading commences on the shares of the surviving and split-off companies after publishing the disclosure report for each resulting company in accordance with Article (138) of the Executive Regulations of Law (159) of 1981, and the report must be published on the website designated by the Authority for this purpose, on Egyptian Exchange trading screens, and on the company's website, with a summary of the report published in one of the widely circulated Egyptian daily Arabic newspapers according to the model prepared by the Authority for this purpose.

Article (56):

Companies whose share listings were compulsorily delisted may submit a new application upon fulfilling listing conditions and requirements, considering their financial statements for two consecutive fiscal years following the delisting date if the delisting was due to non-compliance with disclosure requirements. A company whose shares were compulsorily delisted for failing listing conditions other than disclosure requirements, or whose shares were voluntarily delisted, may submit a new application upon fulfilling listing conditions and requirements after submitting its financial statements for one fiscal year following the delisting date.

(Article Two)

The definition of "Provisional Listing" is added to the aforementioned listing and delisting rules for securities on the Egyptian Exchange in Article (4), and a paragraph following paragraph five of Article (53), as follows:

Article (4): Definitions

Provisional Listing: Refers to the listing of shares of companies that have not met the minimum percentage of shareholders and number of deposit receipt holders (or share ratio) and freely tradable share ratio as stipulated in these rules.

Article (53 – paragraph following the fifth):

The delisting of shares issued by companies under liquidation may be reviewed at any stage of liquidation, without being constrained by the provisions stipulated in paragraph four of this article.

(Article Three)

Companies may be registered with the Authority for offering or trading purposes in accordance with the provisions of Board Decision No. (121) of 2017 mentioned herein after their shares are listed on the Egyptian Exchange tables, subject to the provisions contained in this decision.

(Article Four)

Item "a" of paragraph one of Article (15), along with the preamble of Article (16) of the listing and delisting rules for securities on the Egyptian Exchange, is repealed with numbering adjustments. The provisions of this decision are also repealed in their entirety.

(Article Five)

This decision is published in the Egyptian Gazette and on the websites of the Authority and the Egyptian Exchange, and takes effect from the day following its publication in the Egyptian Gazette.

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Chairman of the Board Financial Regulatory Authority Mohamed Fared Saleh

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