Law No. (93) of 2000 (Updated Version in 2020)

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Updated Version of the Law on Central Depository and Registration of Securities General Authority for Financial Supervision

1 Law No. 93 of 2000 dated 2000/5/18 Regarding the issuance of the Law on Central Depository and Registration of Securities

Article 1: Issuance The provisions of the accompanying Law shall apply regarding the central depository, registration, settlement, and clearing of securities. Any provision conflicting with its provisions is hereby repealed.

Article 2: Issuance In applying the provisions of the accompanying Law, its executive regulations, and the decisions implementing it, the term "the competent Minister" refers to the Prime Minister, and "the Authority" refers to the General Authority for Financial Supervision. *Amended by Law No. 143 of 2020.

Article 3: Issuance The Prime Minister shall, upon the proposal of the Chairman of the Board of Directors of the General Authority for Financial Supervision and after obtaining the Board's opinion, issue the executive regulations for the accompanying Law within a period not exceeding four months from the date of its implementation. Until the executive regulations and implementing decisions for the accompanying Law are issued, the existing rules, regulations, and systems in force on the date of its implementation shall continue to apply insofar as they do not conflict with its provisions. *Amended by Law No. 143 of 2020.

Article 4: Issuance Companies operating on the date of implementation of this Law, which engage in the activities of central depository, central registration, clearing, or settlement of securities, or custodian activities, must align their status with its provisions within six months from that date. Companies that issued securities prior to the implementation date of this Law must comply with the provisions of the accompanying Law within a period not exceeding one year from that date.

Article 5: Issuance The Prime Minister shall issue a decision outlining the stages and deadlines for the deposit and cancellation of securities certificates that must be deposited and registered with the Central Depository and Registration Company in accordance with the accompanying Law, and the Company shall take appropriate measures to comply with those deadlines. *Amended by Law No. 143 of 2020.

Article 6: Issuance The provisions of Law No. 159 of 1981 regarding Joint Stock Companies, Companies Limited by Shares, and Limited Liability Companies, and the Capital Market Law issued by Law No. 95 of 1992 shall apply to matters not specifically addressed in the accompanying Law.

Article 7: Issuance This Law shall be published in the Official Gazette and shall take effect from the first day of the month following the expiration of one month from the date of its publication. This Law shall be stamped with the State seal and shall be enforced as a law of the State.

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Updated Version of the Law on Central Depository and Registration of Securities General Authority for Financial Supervision

2 Law on Central Depository and Registration of Securities

Article 1 The term "Company" refers to any company licensed to conduct the activities of central depository and registration of securities and financial instruments. The term "Central Depository Members" refers to the entities specified in Article (19) of this Law. In the absence of a specific provision in this Law, all provisions related to securities, their depository and registration companies, and those contained in this Law shall apply to all matters concerning futures contracts, government securities and financial instruments, and their depository and registration companies, insofar as they do not conflict with the nature of any of them. *Amended by Law No. 143 of 2020.

Article 2 The term "central depository activity" refers to any activity involving the deposit and safekeeping of securities and the clearing and settlement of financial positions arising from trading and transfer of ownership of securities through book-entry, including:

1. Safekeeping of securities with the Company or with any licensed entity for that purpose.
2. Transfer of ownership of traded securities through central depository members via book-entry.
3. Registration of mortgage rights on securities.
4. Clearing and settlement of financial positions arising from the trading of securities.
5. Safekeeping and settlement of government securities and financial instruments in accordance with the rules set by the Board of Directors of the Authority, after obtaining the opinion of the Central Bank of Egypt and the Ministry of Finance. *Amended by Law No. 143 of 2020.

Article 3 The term "central registration activity" refers to any activity involving maintaining records of ownership of securities and registered mortgage rights, including:

1. Maintaining records of the names of shareholders and other security holders and the rights and transactions affecting them.
2. Distributing entitlements arising from securities held by the Company, including principal, returns, dividend distributions, redemption values, and restructuring payments.
3. Publishing reports and information disclosed by issuers of securities or related to those securities.
4. Providing services related to the issuance of securities on behalf of the issuer.
5. Carrying out what is necessary to replace securities when restructuring the issuing entity.

Article 4 Ownership of securities deposited with the Company shall not be transferred except upon completion of the settlement of transactions conducted on them.

Article 5 The holder of a security shall have all rights arising from their ownership thereof, and the security shall be deposited and registered in their name. However, securities may be deposited and registered in the name of one person, while one or more other persons hold the rights arising therefrom. The former shall be referred to as the Registered Owner, and the latter as the Beneficial Owner. In this case, the Registered Owner shall be bound by the custodian obligations stipulated in this Law.

Updated Version of the Law on Central Depository and Registration of Securities General Authority for Financial Supervision

3 Article 6 Only deposit banks and entities exercising custodian activities or portfolio management of securities, or any other activity issued by a decision of the competent Minister after obtaining the Authority's opinion, may act as registered owners. The term "deposit banks" refers to banks that issue deposit certificates registered and traded on local or international securities exchanges in exchange for registered ownership of securities. Each registered owner must register their name and details in a register maintained by the Authority for this purpose, and the Authority's Board of Directors shall determine the rules and procedures for registration therein.

Article 7 The issuer of a security shall deal with the registered owner, and such dealings shall discharge the issuer's liability. The registered owner shall be obligated to enable the beneficial owner to exercise all rights arising from the security, including obtaining financial entitlements due thereon and related information disclosed by the issuer, as well as following the beneficial owner's instructions regarding voting and disposing of the security. The proceeds of any disposal shall accrue to the beneficial owner. In all cases of the death or bankruptcy of the registered owner, the registration of the securities shall transfer to the beneficial owner.

Article 8 Securities deposited with the Company and the benefits arising therefrom shall be fungible and replace each other if they are of the same type, issue, and currency. No central depository member may assert a right or obligation against specific securities. The preceding paragraph shall apply to beneficial owners of securities with a single registered owner. The registered owner shall be obligated to vote on behalf of each beneficial owner in accordance with instructions received from them.

Article 9 The Company may conduct its activities regarding securities, including foreign securities, provided that they are registered on the securities exchange of the country of issuance. *Amended by Law No. 143 of 2020.

Article 10 Representatives of the Company's Board of Directors, its employees, their spouses, and minor children shall not trade in securities unless approved by the Company's Board of Directors. A decision from the Authority shall be issued specifying the rules and procedures for such approval in accordance with the executive regulations.

Article 11 Securities registered on any securities exchange and all securities issued by any company if it offers its securities in a public offering must be deposited with the Company. Other securities may also be deposited. In all these cases, the registration of deposited securities, and the clearing and settlement of transactions conducted on them, shall be carried out through the Company.

Article 12 Trading in deposited securities or claiming rights arising therefrom shall not be permitted except through book-entry with the Company. Securities shall not be withdrawn after deposit except in cases approved by a decision of the Chairman of the Authority's Board of Directors.

Article 13 Upon the cancellation of securities certificates according to rules specified by a decision of the competent Minister, they shall be replaced by a single certificate for each issue of securities deposited with the Company, specifying their quantity, type, value, and other details determined by the executive regulations.

Updated Version of the Law on Central Depository and Registration of Securities General Authority for Financial Supervision

4 Article 14 The Company shall conduct clearing operations for securities on behalf of central depository members to determine the net rights and obligations of each, and shall conduct settlement operations for financial positions arising from securities trading. The executive regulations shall specify the operations included in clearing and settlement and the procedures required.

Article 15 The Company shall conduct clearing and settlement operations for securities on a delivery versus payment basis. The period between conducting a trading operation and completing its settlement shall not exceed the period specified by a decision of the Authority's Board of Directors.

Article 16 The Company's Board of Directors shall, with the Authority's approval, issue decisions on the systems necessary to ensure central depository members fulfill their obligations related to securities settlement, and may resort to any or all of the following means:

1. Requiring the member to provide a third-party guarantee.
2. Setting a maximum limit for the member's monetary obligations regarding transactions with or through the Company.
3. Determining rules and procedures for liquidating unsettled transactions.
4. Establishing a system for the subordination of securities among central depository members.

Article 17 The Company shall keep securities in its custody or with a licensed custodian entity, and shall deposit funds belonging to central depository members with a bank subject to the supervision of the Central Bank of Egypt.

Article 18 The Company shall establish and manage a guarantee fund to fulfill obligations arising from securities transactions, to which members shall contribute. A decision from the Authority's Board of Directors, upon the Company's Board's proposal, shall govern its system, contribution rules, and a delay penalty for failing to pay contributions upon maturity. A fine of 1% of the value of the delayed amounts related to obligations arising from securities transactions shall be imposed for each day of delay in fulfilling these obligations. *Amended by Law No. 143 of 2004.

Article 19 Central depository members must be among the following entities:

1. Banks and bank branches registered with the Central Bank of Egypt.
2. Companies operating in the securities field according to activities specified by the Authority's Board of Directors.
3. Foreign companies and entities exercising central depository activities for securities, provided their headquarters are subject to supervision according to rules specified by the Authority's Board of Directors.
4. Other entities accepted as members by the Company's Board of Directors according to conditions and arrangements specified by the executive regulations.

Updated Version of the Law on Central Depository and Registration of Securities General Authority for Financial Supervision

5 Article 20 A central depository member must possess, according to rules and criteria specified by the executive regulations:

1. Sufficient financial resources to fulfill membership obligations and face clearing and settlement risks for securities.
2. Necessary staff, technical facilities, books, records, systems, and procedures to handle central depository and registration activities. Entities specified in Article (19) of this Law that do not possess these may obtain central depository services through one of their members.

Article 21 Central depository membership shall be available to entities specified in Article (19) of this Law that meet the conditions in Article (20), and the member shall be bound by central depository rules and procedures. The Company shall observe equality among members with similar circumstances, including regarding fees, charges, and services provided.

Article 22 A central depository member shall conclude a written agreement with the Company according to a model approved by the Authority, committing to:

1. Observe rules, systems, and procedures for central depository and registration, and any amendments made by the Company with the Authority's approval.
2. Pay fees and charges for services provided by the Company and compensate it for breaches of central depository rules and procedures.
3. Pledge securities deposited with the Company in their name and for their account upon the Company's request as security for fulfilling obligations and authorize borrowing against such pledges.
4. Allow the Company to appoint representatives to inspect books and records related to services provided to them and verify their integrity.
5. Implement decisions of the Company's Board of Directors regarding services provided.
6. Participate in the guarantee fund for securities transaction settlement.
7. Share in the Company's losses according to rules established by its Board and approved by the Authority. The agreement must include a specification of the dispute resolution mechanism between the parties.

Article 23 Without prejudice to Article (39) of this Law, the Company's Board of Directors shall establish rules for measures taken against central depository members who violate the Company's operating systems. These rules shall not take effect until approved by the Authority.

Article 24 The Company shall observe equality among issuers of securities dealing with it who have similar circumstances, including regarding fees, charges, and central registration services provided.

Article 25 The registration of securities with the Company shall replace shareholders' records or securities ownership records at the issuing entity. The Company shall create documents replacing securities certificates for trading, attending general meetings of shareholders, distributing dividends, pledging, and exercising pre-emptive rights and other matters according to conditions and procedures stipulated in this Law and implementing decisions.

Article 26 The Company shall perform all necessary and appropriate acts to complete the registration of securities and transfer of ownership, and related data, specifically obtaining from registered owners the names of beneficial owners and the ownership size of each.

Article 27 The Company shall maintain a register of beneficial owner data obtained from registered owners according to Article (26) of this Law. This register shall not be accessible to anyone other than securities issuers and legally authorized entities, within the scope of their data.

Updated Version of the Law on Central Depository and Registration of Securities General Authority for Financial Supervision

6 Article 28 Registered owners shall disclose beneficial owner data to the Company according to rules and procedures specified by the executive regulations. If the registered ownership belongs to deposit banks, they shall be obligated to maintain a register of beneficial owners, which the Company may access upon request by the securities issuer.

Article 29 The Company shall be obligated to complete the registration of securities and respond to inquiries from issuers and other interested parties within the period and according to arrangements specified by the executive regulations. The Company shall maintain books and records and prepare necessary reports to conduct its activities according to what the executive regulations specify.

Article 30 Only banks and entities specified by the executive regulations may exercise custodian activities. A decision from the Authority shall be issued to license this activity according to rules and procedures specified by this regulation. The term "custodian activity" refers to any activity involving the safekeeping and trading of securities, and managing them in the name and for the benefit of the owner or in the name of the registered owner for the benefit of the beneficial owner, all in execution of client instructions and within their scope.

Article 31 A licensee for custodian activities shall be obligated to:

1. Separate securities and accounts belonging to themselves from those of each client, maintaining records thereof.
2. Add and deduct payments arising from securities trading and manage them in each client's dedicated account.
3. Return securities and cash amounts to the client upon their request.

Article 32 A licensee for custodian activities shall conclude a written agreement with each client that does not conflict with rules and provisions established by the Authority.

Article 33 Without prejudice to provisions in this Law, the Company shall be established as a joint stock company to conduct its activities according to rules for companies operating in the securities field stipulated in the Capital Market Law issued by Law No. 95 of 1992. Its articles of association shall follow a model prepared by the Authority for this purpose. Foreign central depository entities may enjoy membership status without being obligated to participate in the Company's capital, according to provisions specified by the executive regulations for this Law. *Amended by Law No. 143 of 2020.

Article 34: Repealed *Repealed by Law No. 143 of 2020. Text of the Article before Repeal: The Company shall take the form of a joint stock company, with its issued and paid-up capital not less than what the executive regulations specify. The Company's capital shall consist of named shares of the same type and value.

Updated Version of the Law on Central Depository and Registration of Securities General Authority for Financial Supervision

7 Article 35 A Company applying for a license to conduct central depository and registration activities in Egypt shall attach a copy of the internal rules and procedures it will follow for this activity, in addition to any additional documents and data requested by the Authority. When issuing a licensing decision, the Authority shall consider the needs of the capital market and what achieves its benefit. The license may be limited to one or more types of securities or a specific geographical scope, and may include any conditions related to conducting the activity.

Article 35 Bis The Central Bank of Egypt may conduct central depository and registration activities for government instruments and securities through a joint stock company wholly owned by it or jointly with others. The Company shall be established according to rules for companies operating in the securities field stipulated in the aforementioned Capital Market Law, without being bound by the provisions of this Chapter. The Authority's Board of Directors shall issue rules governing the deposit and registration of government instruments and securities and the settlement of financial positions arising from their trading, including cases where a guarantee fund is established to fulfill obligations arising from the Company's operations and rules governing it, all after obtaining the opinion of the Central Bank of Egypt and the Ministry of Finance. The provisions of this Law shall apply to central depository and registration operations for government instruments and securities, and to central depository members and custodians, insofar as no specific provision exists in rules issued pursuant to the second paragraph of this Article. *Added by Law No. 143 of 2020.

Article 35 Bis 1 The establishment of companies conducting clearing and settlement operations for contracts traded on futures exchanges shall follow rules for companies operating in the securities field stipulated in the aforementioned Capital Market Law, in the form of a joint stock company. The Authority shall license them to conduct these activities, and their articles of association shall follow a model prepared by the Authority for this purpose, without being bound by the provisions of this Chapter. In case of physical settlement of commodity contracts, the commodities subject to contracts shall be delivered according to rules established by the Supervision and Control Unit for Approved Warehouses for commodities referred to in Article (26 Bis 6) of the Capital Market Law. *Added by Law No. 143 of 2020.

Article 35 Bis 2 The Company licensed to conduct clearing and settlement operations for futures contracts shall issue regulations on clearing and settlement rules and procedures. These regulations shall not take effect until approved by the Authority. *Added by Law No. 143 of 2020.

Article 36 The Company shall establish a dedicated department for each of the central depository activity, central registration activity, and the settlement guarantee fund. Each department shall have independent accounts and a dedicated financial center.

Article 37 Shares of the Central Depository and Registration Company for Securities shall be owned by the Egyptian Exchange and central depository members. The shareholding percentage of a central depository member shall be proportional to the volume of their transactions with the Company according to fees and charges paid to it, provided that the member's ownership or any affiliated group does not exceed 5% of the Company's capital. The Company's articles of association shall specify the percentage owned by the Egyptian Exchange, provided it is not less than 5% of the Company's capital, and it shall represent at least one member on the Company's Board of Directors. Share transfers between central depository members and exchanges shall be decided by the Company's Extraordinary General Assembly according to its articles of association. These shares shall not be disposed of except in cases of redistribution or if membership status in the central depository ceases. In these cases, share ownership shall transfer to the Company to redistribute them according to what the executive regulations specify. Any disposal contrary to this shall be null and void. The executive regulations for this Law shall specify rules for distributing shares in the Company's capital upon establishment and upon admitting new members, and rules governing share redistribution among members pursuant to the first paragraph of this Article. Share transfers between members or between them and the Company shall be based on their nominal value. Foreign central depository entities may enjoy membership status without being obligated to participate in the Company's capital, according to provisions specified by the executive regulations for this Law. The term "affiliated group" refers to any group of members subject to actual control by the same natural persons or the same legal entities, or united by an agreement to coordinate voting at the Company's General Assembly or Board of Directors meetings. The Authority's Board of Directors shall determine conditions, controls, and procedures for licensing companies specified in this Chapter, the minimum issued and fully paid-up capital of which shall not be less than fifty million pounds, and the maximum limits for service fees. The Authority's Board of Directors shall issue a decision specifying licensing fee categories for companies referred to in the preceding paragraph, not exceeding one hundred thousand pounds. Fees shall be paid in cash or through non-cash payment methods specified in the Law Regulating the Use of Non-Cash Payment Methods issued by Law No. 18 of 2019. *Amended by Law No. 143 of 2020. *Amended by Law No. 127 of 2009.

Article 38 Share transfers in these cases shall transfer to the Company to redistribute them according to the executive regulations, and any disposal contrary to this shall be null and void. *The first paragraph was repealed by Law No. 143 of 2020. Text of the Article before Repeal: The Company's shares shall not be disposed of except in cases of share redistribution stipulated in Article (37) of this Law, or if membership status in the central depository ceases. In these cases, share ownership shall transfer to the Company to redistribute them according to the executive regulations, and any disposal contrary to this shall be null and void.

Updated Version of the Law on Central Depository and Registration of Securities General Authority for Financial Supervision

9 Article 39 A central depository member loses membership status in the following cases:

1. Bankruptcy of the member or loss of legal personality.
2. Revocation of the license to conduct the activity licensed by the Authority.
3. Revocation of membership by a decision of the Authority due to the member's violation of this Law or implementing decisions.
4. Revocation of membership by a decision of the Company's Extraordinary General Assembly issued by a three-quarters majority of attending members.

Article 40: Repealed *Repealed by Law No. 143 of 2020. Text of the Article before Repeal: The Company shall not charge fees for services provided exceeding limits specified by a decision of the competent Minister. If the Company's activity generates profits, a portion may be allocated to finance the settlement guarantee fund stipulated in Article (18) of this Law, and the remainder shall be distributed to shareholders and securities issuers according to rules specified by the executive regulations.

Updated Version of the Law on Central Depository and Registration of Securities General Authority for Financial Supervision

10 Article 41 The Authority's Board of Directors may revoke the license to conduct central depository and registration activities due to the Company's violation of this Law or implementing decisions, if the violation is likely to harm the capital market or threaten its stability, after notifying the Company of the alleged violation and granting it a reasonable period to correct it or present its defense. The revocation decision must include necessary procedures and arrangements to address the effects of revocation, and shall not take effect until approved by the competent Minister. The executive regulations shall specify rules and procedures to follow in this regard.

Article 42 The Authority shall supervise the Company and inspect its operations according to rules for companies operating in the securities field stipulated in the aforementioned Capital Market Law.

Article 43 The Company shall:

1. Rely on adequate and sufficient systems and procedures to protect securities held in its custody.
2. Engage external certified public accountants to evaluate its financial audit methods.
3. Prepare periodic reports on the Company's performance, notifying central depository members and securities issuers thereof.
4. Establish arrangements to ensure the proper performance of the electronic information processing system and the information retrieval system in case of failure.

Article 44 The Company shall establish technical systems for deposit, clearing, settlement, central registration, and other systems related to trading in the securities market and supervision thereof, after approval by the General Authority for Financial Supervision's Board of Directors. *Amended by Law No. 127 of 2009.

Article 45 The Company's accounts shall be audited by two auditors selected from among those registered in a register maintained by the Authority for this purpose. The Company shall submit to the Authority the reports and financial statements it is obligated to provide to companies offering securities in a public offering under the aforementioned Capital Market Law, in addition to other reports specified by the executive regulations.

Article 46 Without prejudice to the General Assembly's authority to appoint members of the Board of Directors, the majority of these members shall be experienced, including the Chairman of the Board and the Managing Director among them. The list of candidates for the Chairmanship and Board membership shall be submitted to the General Assembly for selection from among them after approval by the General Authority for Financial Supervision's Board of Directors. Executive managers responsible for clearing, settlement, central depository, and the settlement guarantee fund shall be appointed with the approval of this Authority's Board of Directors. *Amended by Law No. 127 of 2009.

Article 47 The Authority's Board of Directors, to safeguard capital market stability and ensure proper Company operations, may issue a reasoned decision excluding one or more members of the Board of Directors. It may also appoint a supervisory member to the Company's Board of Directors for a period determined by the Authority's Board of Directors. This member shall participate in Board discussions and record their opinion on decisions taken, without having voting rights.

Article 48 t