Chairman of the Authority

Decision of the Board of Directors of the Financial Regulatory Authority

No. (81) of 2018 dated 28/5/2018

Regarding the Rules and Procedures for Converting Bearer Shares to Registered Shares

The Board of Directors of the Financial Regulatory Authority

Having reviewed the Capital Market Law issued by Law No. (95) of 1992, as amended by Law No. 17 of 2018 and the decisions issued to implement it;
And the Central Depository and Registration of Securities Law issued by Law No. 93 of 2000 and its Executive Regulations;
And Law No. (10) of 2009 regulating supervision over markets and non-banking financial instruments;
And the Statute of the Financial Regulatory Authority issued by Presidential Decree No. (192) of 2009;
And the approval of the Authority's Board of Directors in its session held on 28/5/2018;

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Has Decided

(Article One)

The following rules and procedures are promulgated for converting bearer shares to registered shares:

1. The company's board of directors shall call a meeting of the company's Extraordinary General Assembly to convene within one month from the effective date of the Authority's Board of Directors decision, to adopt a resolution to cancel bearer shares and convert them to registered shares at the same nominal value.

2. Disclose the resolutions of the Extraordinary General Assembly and emphasize the necessity of applying to convert shares to registered shares within a period not exceeding one year from the effective date of this decision. Disclosure shall be made in accordance with the requirements of the rules for listing and delisting securities. (The disclosure shall specify the effective date of this decision and the deadline for converting bearer shares to registered shares).

3. Bearer share holders shall apply to the company to exchange the shares they hold for registered shares after submitting a national ID card and signing a declaration confirming they are the owner of the bearer shares and bearing legal responsibility in case it is proven that they are not the legitimate owner of the bearer shares.

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4. The Central Depository and Registration Company shall convert bearer shares to registered shares for each owner based on a letter addressed to it by the company of which the shares to be converted form part of its issued capital.

5. The company, jointly with the Central Depository and Registration Company, shall cancel the bearer shares that have been converted to registered shares on the next working day following the expiration of the one-year period referred to in the law. This shall be disclosed through the publication means specified by the Authority's Board of Directors decision for disclosing material information.

6. A decision shall be made to delist bearer shares from the stock exchange tables immediately upon completion of the conversion procedures, with the replacement registered shares being listed.

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(Article Two)

Companies that issued bearer securities prior to the effective date of Law No. 17 of 2018 amending certain provisions of the Capital Market Law No. 95 of 1992 (March 15, 2018) shall convert bearer shares to registered shares, in accordance with the rules and procedures set forth in Article One of this decision. These companies and bearer share holders shall regularize their status within one year from the effective date of this decision.

(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.

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

46076

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Financial Regulatory Authority
FINANCIAL REGULATORY AUTHORITY

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

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