Region

Jurisdiction

Regulator

2018-01-01

Board of Directors Decision No. (136) of 2018

The Financial Regulatory Authority (FRA) issued Decision No. 136 of 2018 to amend the Egyptian Exchange's listing and delisting rules by introducing Article 44 bis. This amendment prohibits two companies under the actual control of the same natural or legal persons from cross-holding more than 10% of each other's shares or Global Depositary Receipts, defining actual control as owning 50% or more of shares or voting rights. The decision applies prospectively to existing shareholdings only if ownership percentages are not increased, and it takes effect the day after publication in the Egyptian Gazette.

Egypt

Financial Regulatory Authority Egypt

The Financial Regulatory Authority

FINANCIAL REGULATORY AUTHORITY

Chairman of the Authority

Decision of the Board of Directors of the Financial Regulatory Authority

No. (136) of 2018 dated 13/8/2018

Amending Decision of the Board of Directors of the Authority No. (11) of 2014

Regarding the Rules for Listing and Delisting Securities at the Egyptian Exchange

Board of Directors of the Financial Regulatory Authority

Having reviewed the Law on Joint Stock Companies, Companies Limited by Shares, Limited Liability Companies, and Single-Person Companies issued by Law No. (159) of 1981 and its Executive Regulations;

And the Capital Market Law issued by Law No. (95) of 1992 and the decisions issued in implementation thereof;

And the Law on Central Deposit and Registration of Securities 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 regarding the provisions organizing the management and financial affairs of the Egyptian Exchange;

And the Statutes of the Financial Regulatory Authority issued by Presidential Decree No. (192) of 2009;

And Decision of the Board of Directors of the Authority No. (11) of 2014 regarding the rules for listing and delisting securities at the Egyptian Exchange and its amendments;

And the approval of the Board of Directors of the Authority in its meeting held on 13/8/2018.

Has Decided

(Article One)

The title and text of Article (44 bis) of the Rules for Listing and Delisting Securities at the Egyptian Exchange issued by Decision of the Board of Directors of the Authority No. (11) of 2014 and its amendments are replaced with the following title and text:

Article (44 bis):

Controls on owning shares and depositary receipts in companies with cross-ownership and subject to the actual control of natural or legal persons:

«Without prejudice to the provisions of Chapter Twelve of the Executive Regulations of the Capital Market Law, it shall not be permissible for the two companies

(Article Two)

This Decision shall not apply to existing shareholdings at the time of its implementation, provided that the ownership percentage is not increased beyond what currently exists.

(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

Dr. Mohamed Omran

The Financial Regulatory Authority
Chairman's Office
47076

Smart Village, Building no. B-136, Giza
Postal Code: 12577
Tel.: (00202) 35345350 - Fax.: (00202) 35370036
www.FRA.gov.eg

Smart Village, Building No. B-136, Giza, Egypt
Postal Code: 12577
Tel.: +202 35345350, Fax: +202 35370036
info@fra.gov.eg

Page 2

(Continuation of Article One)

subject to the actual control of the same natural or legal persons - where a company listed in the Exchange's table owns shares or Global Depositary Receipts (GDRs) cross-holdings between the two companies exceeding 10% of the shares of each.

Actual control, for the purpose of applying the provisions of this Article, means owning 50% or more of the shares and Global Depositary Receipts (GDRs) of the controlled companies or the voting rights therein». (GDR)