Chairman of the Board of Directors

Decision of the Board of Directors of the Authority

No. (121) of 2017 dated 2017/10/29

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 circulars

The Board of Directors of the Egyptian Financial Supervisory Authority

Having reviewed Law No. (159) of 1981 on Joint Stock Companies, Limited Partnerships by Shares, and Limited Liability Companies, and its executive regulations;

And the Capital Market Law No. (95) of 1992, its executive regulations, and decisions issued pursuant thereto;

And the Central Depository and Registration of Securities Law No. (93) of 2000, and its executive regulations;

And the Central Bank and Banking System Law No. (88) of 2003;

And the Anti-Money Laundering Law No. (80) of 2007;

And Law No. (10) of 2009 regulating supervision over non-banking financial markets and instruments;

And Presidential Decree No. (191) of 2009 organizing the management and financial affairs of the Egyptian Exchange;

And the Statutes of the Egyptian Financial Supervisory Authority issued by Presidential Decree No. (197) of 2009;

And Decision of the Authority's Board of Directors No. (11) of 2014 regarding the rules for listing and delisting securities on the Egyptian Exchange, and its amendments;

And upon the approval of the Authority's Board of Directors on 2017/10/29.

Decided:

(Article One)

A registry shall be established at the Authority for registering companies and entities wishing to list or offer their securities on the Egyptian Exchange, and the registry shall be divided into categories according to the registering entity.

The registry shall include the basic data determined by the Authority for each registered company or entity, and these companies and entities shall notify the Authority of any modifications to their registration data and information within one month at most from the date of occurrence.

(Article Two)

Companies wishing to list or offer their securities on the Egyptian Exchange shall submit a registration application to the Authority according to the form prepared by the Authority for this purpose, which shall include the company's main information and data in the following fields in particular:

1. The company's name, its purpose, and the main activities it conducts.

2. The address of the company's headquarters and all registered branches within and outside the country.

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(Article Three)

The conditions for registering the entity/company wishing to list or offer its securities on the Egyptian Exchange require the fulfillment of all the following conditions:

First: General Conditions:

1. The securities must be registered in the Central Depository and Registration system.

2. The issuer's articles of association or issuance terms must not contain any restrictions on the trading of the requested securities.

3. Submission of a commitment from the person responsible for actual management to list or offer the securities on the Egyptian Exchange within one month from the date of the Authority's approval of registration, accompanied by a draft offering circular or disclosure report for offering purposes, as applicable, an independent financial investor study to determine fair value and an auditor's report thereon, the proposed timeline for implementing the offering and its specifications.

Second: Additional Conditions Specific to Companies:

1. The issued capital of companies must be fully paid and not less than the minimum limit set by the listing and delisting rules of the Egyptian Exchange.

2. Fulfillment of the minimum net profit or shareholders' equity requirements according to the listing and delisting rules of the Egyptian Exchange.

3. Submission of financial statements for the periods specified in the listing rules, prepared in accordance with Egyptian Accounting Standards, accompanied by an auditor's report thereon in accordance with professional auditing standards, with the auditor being among those registered in the Authority's records.

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(Article Four)

4. Compliance by licensed companies with the requirements for listing their securities on the Egyptian Exchange, as specified in Article (27) of the Capital Market Law No. (95) of 1992.

5. Submission of a declaration from each major shareholder or board member regarding whether any judicial rulings have been issued against them in the three years preceding the registration application for any of the crimes stipulated in the Central Bank and Banking System Law or the Anti-Money Laundering Law, or resulting from committing any of the crimes stipulated in the Capital Market Law or its executive regulations, which would harm the market or its participants.

6. The Authority must not have initiated criminal proceedings against any major shareholder or board member regarding any of the crimes stipulated in the Capital Market Law or its executive regulations, which would harm the market or its participants.

7. Submission of a report on the company's business methodology, its administrative structure, and the business practices it will follow after completing the listing and offering procedures.

(Article Five)

The Authority shall review the registration application and its attachments to ensure compliance with registration requirements, and the Authority may request the submission of documents or data according to the requirements necessary for registration.

The Authority's decision regarding the registration of the company/entity shall be issued within 15 working days from the date of completion of the registration application.

(Article Six)

The entity/company registered with the Authority must complete the procedures for listing or offering its securities on the Egyptian Exchange within one month at most from the date of the Authority's approval of registration, and this deadline may be extended with the Authority's approval in cases it deems appropriate.

In all cases, approval from the Authority must be obtained in the event of wishing to make any changes to the ownership structure of companies registered with the Authority until their listing on the Egyptian Exchange is completed.

Approval of the Offering Circular or Disclosure Report for Offering Purposes

(Article Seven)

Entities and companies wishing to offer their securities on the Egyptian Exchange, whether privately or publicly, shall use the offering circular form or disclosure report for offering purposes prepared by the Authority for this purpose.

The entity/company must attach to the application for approval of the offering circular or disclosure report the following:

a. The offering plan, countersigned by the company's or entity's legal representative, detailing the offering process, timeline, implementation method, and ownership structure before and after the offering.

b. An independent financial investor study to determine fair value and an auditor's report on this study in accordance with relevant Egyptian auditing standards.

c. The declarations to be submitted by the independent financial investor, chairman of the board, and major shareholders of the company according to the forms prepared by the Authority for this purpose.

The Authority shall review the offering circular or disclosure report for offering purposes, which includes the fair value as concluded by the independent financial investor study and the auditor's report thereon in accordance with relevant Egyptian auditing standards, ensure the fulfillment of required conditions, and verify the required declarations.

The Authority shall respond to the application within five days from the date of completion.

When approving the offering circular or disclosure report for offering purposes, the Authority may include in this circular or report any notes it deems necessary regarding its contents or the conclusions of the independent financial investor study.

(Article Eight)

Companies and entities for which a decision to list their securities on the Egyptian Exchange has not been issued on the date of implementation of this decision shall comply with prior registration with the Authority.

(Article Nine)

This decision shall be published in the Egyptian Gazette, on the Authority's and the Egyptian Exchange's websites, and shall take effect from the day following its publication in the Egyptian Gazette.

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Chairman of the Board of Directors

Mohamed Omran

47076

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Egyptian Financial Supervisory Authority
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