Decision No. (33) of the Authority's Board of Directors

Dated 9/5/2017

Regarding the Rules and Criteria for Candidacy for the Chairmanship or Membership of the Board of Directors of the Central Depository and Clearing Company for Securities, excluding representatives of securities exchanges

The Board of Directors of the General Authority for Financial Supervision

Having reviewed the Law on Joint Stock Companies, Commandite Companies by Shares and Limited Liability Companies No. 159 of 1981 and its executive regulations,

And the Capital Market Law issued by Law No. 95 of 1992 and its executive regulations and decisions issued in implementation thereof,

And the Central Depository and Clearing Law issued by 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 rules governing the management and financial affairs of the Egyptian Exchange;

And Presidential Decree No. 192 of 2009 issuing the Statute of the General Authority for Financial Supervision,

And the approval of the Authority's Board of Directors in its meeting No. (9) held on 9/5/2017.

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Decided

(Article One)

Without prejudice to the Authority's management's authority to approve candidates for the chairmanship and membership of the Board of Directors of the Central Depository and Clearing Company for Securities in accordance with Article (46) of the aforementioned Central Depository and Clearing Law, the following rules and criteria shall apply regarding candidacy for the chairmanship or membership of the Board of Directors of the Central Depository and Clearing Company for Securities.

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First: General Conditions Required of Candidates for the Chairmanship or Membership of the Board of Directors

Candidacy for the chairmanship or membership of the Board of Directors of the Central Depository and Clearing Company for Securities shall be open to natural persons who meet at least the following conditions:

• a- Of good conduct and reputation, and not have previously been convicted of a criminal penalty or a penalty restricting liberty for a crime involving moral turpitude or dishonesty, or for any of the crimes stipulated in the aforementioned Law on Joint Stock Companies, Commandite Companies by Shares and Limited Liability Companies, or Commercial Law No. 17 of 1999, or the aforementioned Capital Market Law, or the aforementioned Central Depository and Clearing Law, unless his reputation has been restored.

• b- Holding a higher degree/qualification.

• c- Having at least seven years of experience in the capital market sector or in one of the legal, accounting, financial, or technical fields related to the activities and operations of the Company.

• d- Meeting the legal requirements necessary for membership on the board of directors of companies operating in the securities sector.

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Second: Criteria Required of Those Nominated for Membership on the Board of Directors as Representatives of the Shareholder Member Groups

The following criteria must be met by those nominated for membership on the Board of Directors of the Central Depository and Clearing Company as representatives of the shareholder member groups:

• a- The conditions stipulated in item (a) of Article One of this Decision.

• b- The candidate must be a representative of the member group from companies operating in the securities brokerage sector on the board of directors of one of the companies or a member of its forum, and the job grade of the candidate representing the custodians must not be lower than that of a General Manager or equivalent.

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Third: Criteria Required of Candidates with Expertise on the Board of Directors of the Company

The following criteria must be met by those nominated as expert members on the Board of Directors of the Company:

• a- The conditions stipulated in item (a) of Article One of this Decision.

• b- The candidate must not have interests that conflict with the duties of the chairmanship or membership of the Board of Directors of the Company, or that could affect their neutrality during deliberations or decision-making.

• c- The candidate must not be a shareholder in the capital of any of the shareholder members of the Central Depository and Clearing Company for Securities, nor hold a position in any of them or any of its affiliated or subsidiary companies, in accordance with the concept of related group stipulated in Law No. 93 of 2000 and its executive regulations.

• d- The candidate must not be related by kinship up to the fourth degree with any member of the board of directors of one of the companies or the shareholder member entities of the Central Depository and Clearing Company for Securities.

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Fourth: Conditions Required of a Shareholder Member of the Central Depository and Clearing Company Entitled to Nominate a Representative of the Shareholder Member Groups for Membership on its Board of Directors

The following conditions must be met by a shareholder member of the Central Depository and Clearing Company for Securities entitled to participate in nominating representatives of the shareholder member groups for membership on its Board of Directors:

• a- Having practiced the licensed activity for at least three years.

• b- Not having previously been suspended from practicing the activity, unless two years have elapsed from the date the suspension period ended.

• c- Not having previously been subject to any legally prescribed measures, unless two years have elapsed from the date the measure period ended, except for the measure stipulated in item (a) of Article (31) of the Capital Market Law issued by Law No. (95) of 1992.

The relevant date for calculating the periods stipulated in items (a), second, and third of this Article shall be the date the nomination application window opens.

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(Article Two)

Both the Chairman of the Board of Directors of the Central Depository and Clearing Company for Securities and its Managing Director must be experts nominated in accordance with item (third) of Article One of this Decision.

The Managing Director of the Company must devote themselves full-time to management affairs, and the same ruling shall apply to the Chairman of the Board of Directors when performing executive duties.

In all cases, the shareholder members of the Central Depository and Clearing Company for Securities and their representative on its Board of Directors, as well as the expert members, undertake not to combine the chairmanship or membership of the Company's Board of Directors with membership on the Board of Directors of the Egyptian Exchange or membership on the Board of the Securities Dealing Insurance Fund against non-commercial risks arising from the activities of companies operating in the securities sector.

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(Article Three)

This Decision shall be published in the Egyptian Gazette and on the Authority's website, and shall take effect from the day following its publication.

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Sherif El-Sharkawy
Chairman of the Administration
The Authority

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General Authority for Financial Supervision
Main Address: Smart Village, Building 5 - 84 B
Km 68, Cairo-Alexandria Desert Road
Giza Governorate, Postal Code: 12577

Telephone: 02-225370040, 02-225370041
Email: info@efsa.gov.eg
Website: www.efsa.gov.eg