Financial Regulatory Authority

FINANCIAL REGULATORY AUTHORITY

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Chairman of the Authority

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Decision of the Board of Directors of the Financial Regulatory Authority No. (178) of 2019 dated 30/12/2019

Regarding the Rules for Issuing Sukuk Programs by Beneficiaries of Sukuk Financing

Board of Directors of the Financial Regulatory Authority

Having reviewed the Law on Joint Stock Companies, Companies Limited by Shares, Limited Liability Companies, and Single-Person 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 non-banking financial markets and instruments; and Presidential Decision No. (192) of 2009 issuing the Basic Statute of the Financial Regulatory Authority; and Decision of the Board of Directors of the Authority No. (50) of 2019 regarding the regulation of certain provisions related to Sukuk; and upon the approval of the Board of Directors at its meeting held on 30/12/2019;

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Definitions

(Article One)

When beneficiaries of sukuk financing issue a sukuk program, the conditions and controls applicable to a beneficiary issuing sukuk independently, as stipulated in the aforementioned Decision of the Board of Directors of the Authority No. (50) of 2019, shall apply, subject to the following:

1. The program duration shall not exceed two years from the date of the Authority's approval of the offering circular.
2. Preparing financial statements for the two years preceding the issuance of the sukuk program, accompanied by an audit report from an auditor registered with the Authority.
3. Including details of the issuance program in the offering circular.
4. Preparing a disclosure statement for each issuance detailing the specifics and terms of each issuance.
5. Complying with completing an offering circular for each issuance following the first, in accordance with the template prepared by the Authority for this purpose.

(Article Two)

Beneficiaries of sukuk financing issuing a sukuk program shall be obligated to submit a statement to the Authority explaining the reasons for non-implementation if the program period expires without full execution as planned, as well as submit a statement explaining the reasons for early suspension of the program if the entity chooses to suspend the program before its scheduled end date.

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(Article Three)

Beneficiaries of sukuk financing shall adhere to the following controls in subsequent sukuk issuances issued in accordance with the implemented program:

1. Submitting a report on the extent of the entity's compliance with the proposed plan according to the project feasibility study previously submitted to the Authority, including what has actually been achieved from the proceeds of previous tranches/issuances.
2. Submitting a statement accompanied by a report from the entity's auditor regarding compliance with repaying the value of previous tranches and their returns within the prescribed deadlines.
3. Notifying the Authority of any changes to the data or information upon which the Authority's approval for the issuance was based.

(Article Four)

In matters not specifically addressed by a special provision in this Decision, the provisions stipulated in the Capital Market Law issued by Law No. (95) of 1992 and its Executive Regulations shall apply.

(Article Five)

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 in the Egyptian Gazette.

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Chairman of the Board of Directors

Dr. Mohamed Omran

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