Decision of the Board of Directors of the Financial Regulatory Authority

No. (92) of 2018 dated 10/6/2018 Amending Decision of the Board of Directors No. (11) of 2014 Regarding the Rules for Listing and Delisting Securities on the Egyptian Exchange

Board of Directors of the Financial Regulatory Authority

Having reviewed the Law on Joint Stock Companies, Companies Limited by Shares, and Limited Liability Companies issued under Law No. (159) of 1981 and its Executive Regulations;
And the Capital Market Law issued under Law No. (95) of 1992 and the decisions issued in implementation thereof;
And the Law on Central Deposit and Registration of Securities issued under Law No. 93 of 2000 and its Executive Regulations;
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 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 on the Egyptian Exchange and its amendments;
And upon the approval of the Board of Directors of the Authority in its session held on 10/6/2018:

Provisions

(Article One)

The following clauses are added to both Article (4) and Article (6) of the Rules for Listing and Delisting Securities on the Egyptian Exchange issued by Decision of the Board of Directors of the Authority No. (11) of 2014 and its amendments referenced above:

Article (4): Definitions

The following two definitions are added:

• Cumulative Voting: Refers to granting each shareholder a number of votes equal to the number of shares they own to vote for the election of the company's board of directors, and the shareholder may allocate all their votes to one or more candidates.

• Proportional Capital Representation on the Company's Board of Directors: Refers to ensuring a minimum representation of capital percentage in the company's board of directors membership, not exceeding one board seat for every (10%) of the company's shares.

Article (6): General Conditions for Listing Securities

The following two conditions are added to the General Conditions for Listing Securities:

(d) The company's articles of association must stipulate the mandatory use of the cumulative voting method in electing board members.

(w) The company's articles of association must stipulate a minimum threshold for proportional capital representation on the company's board of directors.

Amendment to the Title and Text of Article (35), First Paragraph, as Follows:

Article (35): Examination and Publication of Financial Statements

"Every company whose securities are listed on the exchange's tables shall notify the Authority of its annual financial statements and the auditor's report one month prior to the scheduled date of the company's general assembly. The Authority shall examine the referenced documents and notify the company of its observations (if any), and request a review of the referenced documents in accordance with the examination results. If the company fails to comply, it shall be obligated, upon publishing the financial statements and the auditor's report, to attach the Authority's observations and requested amendments, and the company shall bear the publication costs referenced herein."

(Article Two)

The text of Article 41 of the Rules for Listing and Delisting Securities on the Egyptian Exchange issued by Decision of the Board of Directors of the Authority No. (11) of 2014 is replaced with the following:

"Ordinary and extraordinary general assemblies shall not convene during trading sessions. A shareholder wishing to submit inquiries to the general assembly may do so in writing to the company's management center, via registered mail, by hand delivery against a receipt acknowledging receipt, or via the company's email address, accompanied by a scanned copy of the shareowner's personal identification data and documentation confirming the freezing of the shares with the custodian. All of the foregoing must be submitted at least three days prior to the convening of the general assembly."

(Article Three)

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

Chairman of the Board of Directors of the Authority
Dr. Mohamed Omran

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Smart Village, Building No. 136, B-Giza, Egypt
Postal Code: 12577
Tel.: +202 35345350 - Fax: +202 35345360
www.FRA.gov.eg
info@fra.gov.eg

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