Egyptian Financial Supervisory Authority

Chairman of the Board of Directors

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Decision

Egyptian Financial Supervisory Authority No. (132) of 2010 Date: 1/11/2010

Regarding the Amendment of the Rules for Listing, Continuation of Listing, and Delisting of Egyptian Securities

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Board of Directors of the Egyptian Financial Supervisory Authority

Having reviewed Law No. 159 of 1981 on Joint Stock Companies, Companies with Limited Liability by Shares, and Limited Liability Companies, and its executive regulations and decisions issued thereunder, and Law No. 95 of 1992 on the Capital Market, its executive regulations and amendments, and decisions issued thereunder, and Law No. 93 of 2000 on Central Deposit and Registration, its executive regulations and amendments, and decisions issued thereunder, and Law No. 10 of 2009 on Regulating Supervision over Non-Banking Financial Markets and Instruments, and Presidential Decree No. 191 of 2009 on the Rules Governing the Management and Financial Affairs of the Egyptian Exchange, and Presidential Decree No. 192 of 2009 Issuing the Basic Statute of the Egyptian Financial Supervisory Authority, and EFSA Board Decision No. 34 dated 18/6/2007 on the Rules for Listing, Continuation of Listing, and Delisting of Securities and its amendments, and EFSA Board Decision No. 118 at Session No. (14) of 2010 dated 4/10/2010 on extending the deadline for submitting periodic consolidated financial statements, and based on the memorandum presented to the Board of Directors on this matter,

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Article One

The following text is added to Article (3), paragraph (d): "- Submission of a certificate indicating the Authority's non-objection to licensed companies engaging in any of the activities stipulated in Article (27) of Capital Market Law No. 95 of 1992 or any activities added thereto, by applying to list their securities on the Exchange's boards."

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Article Two

The following texts are added as Articles (11) bis (1), (12) bis (1), and (12) bis (2):

Article (11) bis (1)

In the event that a company listed on the Egyptian Exchange (shares or depositary receipts) undergoes a split restructuring resulting in a surviving company and one or more split-off companies, the resulting companies shall be listed as an extension of the originally listed company, even if the split companies are registered in the Commercial Registry as a new listing following the restructuring. This is subject to the continued compliance with conditions (a), (b), (c), and (d) of item (1) of Article (9) of the Listing Rules by the companies listed post-split restructuring, and with the obligation to publish the disclosure report referred to in Article 138 of the Executive Regulations of Law No. 159 of 1981 regarding all companies resulting from the split restructuring prior to the first trading day of their securities after listing.

Article (12) bis (1)

A company listed on the Egyptian Exchange is prohibited from listing its securities on any other foreign exchange, whether in their original form, as international depositary receipts, or in any other form, except after obtaining a certificate indicating the Authority's non-objection based on justifications acceptable to the Authority to safeguard market stability.

Article (12) bis (2)

A company listed on the Egyptian Exchange (shares or depositary receipts) is obligated to complete the listing of its capital reduction on the Exchange's boards within a maximum of two months from the date of the Extraordinary General Assembly's decision on the reduction.

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Article Three

The first paragraph of Article (16) is amended to read as follows: "Ordinary and Extraordinary General Assembly meetings shall not be convened during trading sessions. The company is obligated to promptly provide the Authority and the Exchange with a summary of decisions affecting the trading price of its securities issued by its Board of Directors, as well as a summary of Ordinary and Extraordinary General Assembly decisions, immediately or prior to the next trading session following the conclusion of the meeting."

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Article Four

The text of Article (20) is replaced with the following: "A company listed with Egyptian shares, depositary receipts, or investment documents shall provide the Authority and the Exchange with the following:

1. A certified statement from the company's Board of Directors on its most significant activities compared to the corresponding period, immediately upon the Board's conclusion of discussing the annual or quarterly (periodic) financial statements for which a comprehensive or limited assurance audit report has not yet been issued, and no later than the start of the next trading session, according to the form prepared by the Exchange.
2. A hard copy of the annual financial statements immediately upon approval by the company's Board of Directors, accompanied by the auditor's report, to be submitted no later than the start of the next trading session.
3. A hard copy of the annual financial statements after approval by the Ordinary General Assembly within ten days from the approval date, and an electronic copy on a computer disk in accordance with the programs specified by the Exchange in coordination with the Authority. In case the General Assembly amends the financial statements, the Authority and Exchange shall be provided before the start of the next trading session following the Assembly's convening with a certified statement from the Chairman of the Board detailing the amendments and their impact on the financial statements.
4. A hard copy of the quarterly (periodic) financial statements accompanied by the company's auditor's report before the start of the next trading session at the latest from the date of issuance of the limited review report, and an electronic copy on a computer disk in accordance with the programs specified by the Exchange in coordination with the Authority. In all cases, the annual financial statements must be prepared and approved within a period not exceeding three months from the end of the financial year, accompanied by the annual Board of Directors' report referred to in Article (17) of the Listing Rules. Quarterly (periodic) financial statements must also undergo a limited review within a maximum of forty-five days from the end of the relevant period. Companies required to prepare consolidated financial statements shall provide the Authority and Exchange with their annual and quarterly (periodic) separate financial statements accompanied by auditor reports and the resources referred to in the preceding paragraph. They shall also provide the Authority and Exchange with their consolidated quarterly (periodic) financial statements accompanied by Board of Directors' and auditor reports within a maximum of seven days from the end of the relevant period."

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Article Five

The text of Article (33) is replaced with the following: "Without prejudice to the provisions of Chapter Two of the Executive Regulations of Capital Market Law No. 95 of 1992, a company listed on the Exchange wishing to acquire, alone or through related persons, twenty percent (20%) or more of the capital or voting rights in a company whose securities are not listed on the Exchange, is obligated to submit to the Exchange a fair value study for the securities of the target company from an independent financial advisor registered with the Authority's registry, accompanied by a report on that study from the listed company's auditor, as well as the minutes of its Board of Directors approving this study."

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Article Six

Item (4) is added to Article (35), which stipulates: "- Regarding companies resulting from split restructuring, whether surviving or split-off, that do not meet the conditions for continuation of listing, the Extraordinary General Assembly's decision on the split must include the company's commitment to purchase the shares of shareholders harmed by the split in accordance with the fair value determined by an independent financial advisor before or after the split."

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Article Seven

This Decision shall be published on the Authority's website and shall take effect from the date of its publication. However, the provision of the last paragraph of Article 20 shall apply as of the deadline for consolidated quarterly (periodic) financial statements on 31/3/2011. This Decision shall also be announced on the Egyptian Exchange screen.

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Dr. Ziad Bassam El-Din Chairman of the Board of Directors

46076

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Egyptian Financial Supervisory Authority (EFSA)

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Smart Village, Building 15 - B Km 28, Cairo-Alexandria Desert Road 6th October City, Postal Code: 12577

Fax: +202 3524 5333 Tel: +202 3537 0040 Email: info@efsa.gov.eg Website: www.efsa.gov.eg