Capital Market Authority Board Decision No. 67 of 2010

Number (67) for the year 2010
Date: 17/5/2010
Regarding the amendment of certain rules concerning the listing, continued listing, and delisting of securities at the Exchange

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Chairman of the Board of Directors of the Capital Market Authority

Having reviewed the Capital Market Law issued by Law No. 95 of 1997 and its Executive Regulations, and the Authority's decisions issued in implementation thereof,

And having reviewed the Central Depository and Clearing Law for Securities issued by Law No. 93 of 2000 and its Executive Regulations,

And having reviewed the Law Regulating Supervision on Non-Banking Financial Markets and Instruments issued by Law No. 10 of 2009,

And having reviewed Presidential Decision No. 191 of 2009 regarding the rules organizing the management and financial affairs of the Egyptian Exchange,

And having reviewed Presidential Decision No. 192 of 2009 issuing the Basic Statute of the Capital Market Authority,

And having reviewed Capital Market Authority Board Decision No. 30 dated 18/6/2002 regarding the rules for listing, continued listing, and delisting of securities at the Cairo and Alexandria Exchanges and its amendments,

And having reviewed Capital Market Authority Board Decision No. 62 of 2007 dated 11/7/2007 regarding the rules for listing securities issued by small and medium-sized companies,

And having reviewed the approval of the Authority's Board of Directors in its session No. (8) of the year 2010 dated 17/5/2010

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WE DECIDE:

(Article One)

A second paragraph with the following text is added to Article (12) of the rules for listing, continued listing, and delisting of securities at the Egyptian Exchange referred to above:

"The Exchange shall publish the disclosures received from the Authority or the data and information that companies must notify the Exchange of in accordance with the provisions of these rules."

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(Article Two)

The first paragraph of Article (16) of the rules for listing, continued listing, and delisting of securities at the Egyptian Exchange referred to above is replaced with the following new paragraphs:

"Board meetings or ordinary and extraordinary general assemblies of companies shall not be convened during trading sessions at the Exchange. The company is obligated to approve the Authority for Financial Regulation and the Exchange with a summary of the minutes of board meetings and ordinary and extraordinary general assemblies immediately or before the first trading session following the date of the meeting.

The company is obligated to complete the attestation of its meeting minutes before the competent administrative authority within ten days at most from the date of the meeting.

The company is obligated to approve the Authority and the Exchange with its meeting minutes immediately upon attestation, and to notify the Authority of any subsequent measures taken before the competent administrative authorities to implement the decisions of the competent authority of the company.

In the event that the company wishes to invite the competent authority within it to issue a decision to modify the authorized or issued capital or to modify the par value of its securities listed on the Egyptian Exchange or to modify the company's offer, it must do so with the approval of the Capital Market Authority regarding the content of the invitation on the form prepared for this purpose by the Authority in accordance with the disclosure requirements stated in the form. That invitation shall not be published or notified to those to whom it is addressed until the Authority verifies the sufficiency of the disclosure.

The company is obligated to publish the invitation or notify those to whom it is addressed and disclose it to the Egyptian Exchange and the Authority within two weeks at most from the date the company is notified of the Authority's verification of the sufficiency of the disclosure."

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(Article Three)

Clauses (5) and (6) of Article (29) of the rules for listing, continued listing, and delisting of securities listed on the Egyptian Exchange referred to above are deleted, and the numbering of clause (7) is amended to become (5).

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(Article Four)

The first paragraph of Article (32) of the rules for listing, continued listing, and delisting of securities at the Egyptian Exchange is replaced with the following text:

"Every company listed on the Exchange wishing to issue additional shares with subscription rights must prepare an increase announcement on the form prepared for this purpose by the Authority, and after coordination with the Authority, the Exchange, and Misr for Insurance Company. The announcement must include all data that must be stated in the public offering prospectus for increasing capital."

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(Article Five)

Clauses two and three of Article (35) of the rules for listing, continued listing, and delisting of securities at the Egyptian Exchange referred to above are replaced with the following clauses:

• 2- In the event that one or more shareholders object to the delisting decision, they have the right to sell their shares to the company at the highest price in the month preceding the date of the Board of Directors' decision to convene the extraordinary general assembly to consider delisting, or the average closing prices of the company's shares during the three months preceding the date of the aforementioned decision, whichever is higher.

• 3- In the absence of objection by any other party, the company's shares shall be pledged to him as security for a debt owed to the company or one of its shareholders within one month from the date of the decision. In the event of objection by those in whose favor the pledge was made, they have the right to sell the pledged shares to the company at the highest share price in the month preceding the date of the Board of Directors' decision to convene the extraordinary general assembly to consider delisting, or at the average closing prices of these company's shares during the three months preceding the date of the aforementioned decision, whichever is higher.

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(Article Six)

The first paragraph of Article (2) of the rules for listing securities issued by small and medium-sized companies referred to above is replaced with the following text:

"A small and medium-sized company wishing to list its securities must contract with one of the sponsors approved by the Authority. The sponsor shall be responsible for processing the company during the stage of listing its securities, and shall also be responsible for monitoring the company's compliance with listing and disclosure rules and standards. The sponsor shall continue for a period of no less than two years from the date of listing, during which he is committed to conducting research coverage for the company he sponsors."

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(Article Seven)

Clause (5) of Article (3) of the rules for listing securities issued by small and medium-sized companies referred to above is replaced with the following text:

"- 5 That the capital is fully paid."

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(Article Eight)

This decision shall be published in the Egyptian Gazette, and this decision shall take effect from the day following its publication. The Exchange, the competent departments of the Authority, and the concerned parties are each responsible for implementing its provisions within their respective jurisdictions.

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Dr. Zakaria Bahaa El-Din
Chairman of the Board

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Capital Market Authority
Office of the Chairman

46076

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