Decision No. (50) of 2014

Dated 29/6/2014

Regarding Certification Requirements for Board of Directors Meeting Minutes

and General Assembly Meeting Minutes of Companies Subject to the Provisions of Capital Market Law No. (95) of 1992

Chairman of the Egyptian Financial Supervisory Authority (EFSA):

Having reviewed the Law on Joint Stock Companies, Commandite Companies by Shares, and Limited Liability Companies issued by Law 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 Law No. (10) of 2009 regulating supervision over markets and non-banking financial instruments; And Presidential Decree No. (192) of 2009 issuing the Statute of the Egyptian Financial Supervisory Authority; And the Opinion of the General Assembly of the Legal and Legislative Section of the State Council No. 828 dated 28/7/1988; And the EFSA Board of Directors Decision No. (95) of 2014 in its meeting No. (12) dated 22/6/2014;

Delegating the task of the Central Administration for Corporate Governance at the Authority, regarding the board of directors and ordinary and extraordinary general assembly meeting minutes submitted to it, to verify the validity of the legal quorum for meetings and the integrity of procedures, without prejudice to the remaining duties of the competent administration regarding regulatory and legal requirements in implementation of the law's provisions, and delegating the Chairman of the Authority to issue an executive decision containing the necessary guiding directives in this regard;

Has Decided

(Article One)

The controls stipulated in the Opinion of the General Assembly of the Legal and Legislative Section of the State Council No. 828 dated 28/7/1988 shall apply when the competent administration at the Authority certifies the board of directors meeting minutes and ordinary and extraordinary general assembly meeting minutes of companies subject to the provisions of the Capital Market Law issued by Law No. 95 of 1992 and its Executive Regulations, as follows:

First: Certification of board of directors meeting minutes shall be granted if they meet the following requirements:

a. Each page of the minutes shall be signed by the Chairman of the Board of Directors (or his legal substitute in chairing the meeting) and the Secretary. b. Submission of a signed declaration by the Chairman of the Board of Directors (or his legal substitute in chairing the meeting), bearing responsibility for the accuracy of the recording of meeting facts in the minutes and the completeness of the quorum required for the validity of the meeting. c. Verification of the completeness of the legal quorum for the validity of the meeting. d. Proof of payment of the legally prescribed certification fees.

(Article Two)

Second: Certification of ordinary and extraordinary general assembly meeting minutes shall be granted if they meet the following requirements:

a. Verification of the validity of the invitation procedures for convening the general assembly. b. The general assembly of the company convening at the time and place specified in the company's bylaws, and the convening date not violating the rules for listing and delisting securities on the Egyptian Exchange, if the company's securities are listed on the Egyptian Exchange. c. Each page of the minutes shall be signed by the Chairman of the Board of Directors (or his legal substitute in chairing the meeting), the Secretary, and the company's auditor (statutory auditor). d. Submission of a signed declaration by the Chairman of the Board of Directors (or his legal substitute in chairing the meeting), bearing responsibility for the accuracy of the recording of meeting facts in the minutes, the accuracy of attendance, and the completeness of the quorum required for the validity of the meeting for both shareholders and board members. e. Verification of the inclusion of the Authority's auditors' observations, in case they attend the general assembly meetings. f. Proof of payment of the legally prescribed certification fees.

(Article Three)

The competent administration at the Authority shall notify the company of any additional requirements needed to certify the minutes in accordance with the controls stipulated in the preceding article, within two working days from the date of receiving the minutes. It shall also be committed to certifying the minutes within two working days from the date of fulfilling the required requirements.

In cases where the administration deems certification inappropriate, it must notify the company in writing of the reasons for non-certification and the legal basis for doing so within the period mentioned in the preceding paragraph.

In all cases, the Authority's certification shall include the following paragraph:

"The Authority's certification of the minutes was conducted based on the data and documents submitted by the company, without addressing the content or substance of the decisions contained therein. The minutes were reviewed procedurally only, with no liability whatsoever on the part of the Authority, prior to the company or third parties, regarding the content of information, procedures, decisions, or otherwise contained in the minutes."

(Article Four)

Except for the certification of board of directors meeting minutes or general assembly meeting minutes of companies as stipulated in the two preceding articles, the competent administrations at the Authority shall remain responsible for all authorities vested in the Authority within their respective jurisdictions, in accordance with relevant laws, regulations, and decisions.

(Article Five)

This decision shall be published on the Authority's website and at the entrances of all its offices, and shall take effect from the day following its publication date.

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Chairman of the Authority Sherif Samy

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Egyptian Financial Supervisory Authority (EFSA)

Headquarters: Smart Village, Building 15 - 84 B Km 28, Cairo/Alexandria Desert Road Giza Governorate, Postal Code: 12577

Tel: +20 2 2527 0040 - Fax: +20 2 2527 0041 Email: info@efsa.gov.eg Website: www.efsa.gov.eg