Financial Regulatory Authority

Financial Regulatory Authority

---

Chairman of the Authority

---

Decision of the Board of Directors of the Financial Regulatory Authority

No. (100) of 2018 dated 30/9/2018
Amending Decision of the Board of Directors of the Authority No. (63) of 2018

---

Regarding the Conditions for Granting and Maintaining Licenses and Share Ownership Rules for Companies Operating in Non-Banking Financial Activities

---

Board of Directors of the Financial Regulatory Authority

Having reviewed Law No. (64) of 1970 on the issuance of the Law on Private Insurance Funds and its executive regulations;
And Law No. (10) of 1981 on the supervision and control of insurance in Egypt and its executive regulations;
And the Law on Joint Stock Companies, Commandite Companies by Shares, Limited Liability Companies, and Single-Person Companies issued by Law No. (109) of 1981 and its executive regulations;
And the Capital Market Law issued by Law No. (90) of 1997 and its executive regulations;
And Law No. (93) of 2000 on the issuance of the Central Depository and Registration of Securities Law and its executive regulations;
And the Real Estate Financing Law issued by Law No. (148) of 2001 and its executive regulations;
And the Anti-Money Laundering Law issued by Law No. (80) of 2002 and its executive regulations;
And Law No. (10) of 2009 on regulating supervision over non-banking financial markets and instruments;
And Law No. (141) of 2014 on regulating the microfinance activity;
And Law No. (176) of 2018 on the issuance of the Law regulating the leasing and factoring activity;
And Presidential Decree No. (192) of 2009 on the issuance of the Basic Statute of the Financial Regulatory Authority;
And Decision of the Board of Directors of the Authority No. (63) of 2018 regarding the conditions for granting and maintaining licenses and share ownership rules for companies operating in non-banking financial activities;
And the approval of the Board of Directors of the Authority in its session held on 30/9/2018.

---

Decided

(Article One)

The following two paragraphs shall replace paragraphs (4 and 5) of Article Four, and paragraph (5) of Article Eight of the aforementioned Decision of the Board of Directors of the Authority No. (63) of 2018, with a renumbering of the paragraphs of Article Four:

---

Article Four:

Without prejudice to the establishment or licensing requirements mandated by the legislation governing each activity, companies seeking preliminary approval for establishment or a license to conduct one of the non-banking financial activities must comply with the following:

...

4- The company's articles of association must stipulate the mandatory use of the cumulative voting method (1) in electing board members, to the extent possible, to allow for proportional representation on the board.

---

Article Eight:

The following considerations shall be taken into account when ruling on requests for the Authority's approval of share ownership:

...

5- Commitment to applying the cumulative voting system in electing the company's board members, to the extent possible, to allow for proportional representation on the board.

---

(Article Two)

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 of the Authority

Mohamed Omran

---

(1) 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 members, and the shareholder may allocate all their votes to one or more candidates, thereby allowing for proportional representation on the board to the extent possible.

---

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

Smart Village, Building B-136, Giza, Egypt
Postal Code: 12577
Tel.: +202 35370036 - Fax.: +202 35345350
info@fra.gov.eg