Board of Directors Resolution No. 47 of 2022

Egyptian Gazette – No. 80, dated April 5, 2022

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Capital Market Authority
Board of Directors Resolution No. 47 of 2022 dated March 16, 2022 Amending the Capital Market Authority Board Resolution No. 20 of 2019 Regarding the Articles of Association of the Egyptian Securities Union The Capital Market Authority Board of Directors, Having reviewed the Capital Market Law issued by Law No. 95 of 1992 and its Executive Regulations; And having reviewed Law No. 10 of 2009 concerning the regulation of supervision over non-banking financial markets and instruments; And having reviewed the Capital Market Authority Board Resolution No. 20 of 2019 issuing the Articles of Association of the Egyptian Securities Union; And having reviewed the Capital Market Authority Board Resolution No. 50 of 2020 regarding the requirement for female representation on the boards of directors of unions of companies and entities operating in non-banking financial activities; And after the approval of the Capital Market Authority Board of Directors in its extended session from March 16, 2022 to March 22, 2022; RESOLVED:

(Article One)
The definition of an independent board member with expertise, as stated in Article (27) of the aforementioned Articles of Association of the Egyptian Securities Union, is replaced with the following definition:
"Independent Board Member: A board member with expertise in the board of directors of one of the Union's member companies, who is non-executive, and does not own more than (1%)

30 of the capital of any member company, and his relationship with the member company is limited to his membership on its board of directors, does not represent the company's ownership, and receives from it a salary or commissions or fees, except what he receives for his membership on the company's board of directors, and has no special interest in the company, and is not related by kinship or marriage to any of its shareholders, board members, executive management, or employees up to the second degree, and is also not among the senior employees or advisors of the company or auditors of its accounts during the three years preceding his appointment to the board."

(Article Two)
The text of Clause (4) of the first paragraph and the text of the third paragraph of Article (28) of the aforementioned Articles of Association of the Egyptian Securities Union are replaced with the following texts:
Article (28 - First Paragraph - Clause "4"):
The following conditions must be met by the candidate for membership on the Union's board of directors:
............
-4. That he holds the position of Chairman or Vice-Chairman or the Appointed Member of one of the Union's member companies, and if he is a custodian bank, the candidate must be the Manager responsible for the custody activities at the bank.

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Article (28 - Third Paragraph):
The Chairman and his deputy must be among the members representing companies operating in the securities field, as mentioned in Clauses (1 to 4) of Article (27) of this Articles of Association, and all board members must be non-executive.

(Article Three)
A third paragraph is added to the text of Article (27) of the Articles of Association of the Egyptian Securities Union, as stated below:
Article (27 - Third Paragraph):
In all cases, the percentage of female representation on the Union's board of directors must not be less than (25%) or two members.

(Article Four)
This Resolution shall be published in the Egyptian Gazette and on the Authority's electronic website, and shall take effect from the day following its publication date in the Egyptian Gazette, and repeals any provision conflicting with it. Chairman of the Board of Directors Dr. Mohamed Omran