Board of Directors Decision of the Authority No. (172) of 2021 Amending Board of Directors Decision No. (11) of 2014 on Rules for Listing and Delisting Securities on the Egyptian Exchange

FINANCIAL REGULATORY AUTHORITY

Chairman of the Authority

Board of Directors Decision of the Authority No. (172) of 2021 dated 2021/11/17 amending Board of Directors Decision of the Authority No. (11) of 2014 regarding the rules for listing and delisting securities on the Egyptian Exchange

Board of Directors of the Financial Regulatory Authority

Having reviewed the Capital Market Law issued by Law No. (95) of 1992 and its executive regulations; And Law No. (10) of 2009 regulating supervision over non-banking financial markets and instruments; And Presidential Decree No. (191) of 2009 on the provisions regulating the management and financial affairs of the Egyptian Exchange; And Board of Directors Decision of the Authority No. (11) of 2014 regarding the rules for listing and delisting securities on the Egyptian Exchange; And Board of Directors Decision of the Authority No. (121) of 2017 regarding the conditions and requirements for registration with the Authority for companies and entities wishing to list and offer their securities on the Egyptian Exchange and the approval of offering prospectuses; And Board of Directors Decision of the Authority No. (53) of 2018 regarding the controls for granting and continuing licenses and the rules for shares of companies operating in non-banking financial activities, amended by Board of Directors Decision of the Authority No. (171) of 2021; And Board of Directors Decision of the Authority No. (164) of 2021 regarding licensing venture capital companies to engage in the activity of Special Purpose Acquisition Companies ("SPAC"); And after the approval of the Authority's Board of Directors at its meeting held on 2021/11/17;

Decided (Article One)

Two new articles, numbered (7 bis, 7 bis 1), a final paragraph to Article (51), and a final paragraph to Article (53 bis) shall be added to the rules for listing and delisting securities on the Egyptian Exchange, with the following texts:

Article (7 bis): Shares of Special Purpose Acquisition Companies ("SPAC") must be listed on the Egyptian Exchange, and these companies are obliged to execute the offering within one month from the date of their registration with the Authority. In all cases, the provisions of clauses (5, 7, 8) of Article (7) of these rules and the provisions related to these clauses contained in the same article shall not apply to SPACs.

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Article (7 bis 1): The target company or companies to be acquired by a Special Purpose Acquisition Company ("SPAC") must comply with the listing rules of the Egyptian Exchange, provided that such companies are exempted from clauses (5, 7, 8) of Article (7) of the rules for listing and delisting securities on the Egyptian Exchange and the provisions related to these clauses contained in the same article if they are startup companies or companies operating in promising fields; such as technology and innovation (Innovation Companies) or any other fields approved by the Authority according to the justifications provided by the founders/sponsors.

Article (51 - final paragraph): Clause (2) of this article shall not apply to Special Purpose Acquisition Companies (SPAC).

Article (53 bis - final paragraph): Shares of Special Purpose Acquisition Companies ("SPAC") shall also be delisted if the acquisition of the target company or companies is not executed within two years from the date of completing the capital increase of the SPAC, or if the voting percentage approving the proposed acquisition of the target company or companies does not reach the legally required percentage in this regard as stipulated in Board of Directors Decision of the Authority No. (171) of 2021.

(Article Two)

This decision shall be published in the Egyptian Official Gazette and on the websites of the Authority and the Egyptian Exchange, and shall be effective from the day following its publication in the Egyptian Official Gazette.

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

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