Capital Markets Authority

Board of Directors Resolution No. 28 of 2023

dated March 8, 2023

Amending the Capital Markets Authority Board of Directors Resolution No. 20 of 2019 Regarding the Articles of Association of the Egyptian Securities Union

The Board of Directors of the Capital Markets Authority, Having reviewed Law No. 95 of 1992 on the Capital Market; And Law No. 93 of 2000 on Central Depository and Registration of Securities and Financial Instruments; And Law No. 10 of 2009 on Regulating Supervision over Non-Banking Financial Markets and Instruments; And the Capital Markets Authority Board of Directors Resolution No. 20 of 2019 on the Articles of Association of the Egyptian Securities Union; And after approval by the Authority's Board at its meeting held on March 8, 2023;

Has Decided

(Article One)

The following texts shall replace Articles (27, 28, 39) of the aforementioned Articles of Association of the Egyptian Securities Union:

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Article (27)

The Union shall be managed by a Board of Directors consisting of thirteen members, as follows:

1- Three representatives from the securities brokerage activity.

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2- Three representatives from the fund, portfolio, direct investment and venture capital management activity, and other remaining activities.

3- Two representatives from the company establishment (financial holding companies) activity, and the underwriting and subscription promotion activity for securities.

4- Two representatives from the central depository and registration of securities and custodians activity, with one of them being an experienced independent member, subject to meeting the requirements stipulated in the following paragraph.

An experienced independent member refers to an experienced member of the Board of Directors of one of the Union's member companies, who is not executive, and is not a shareholder directly or indirectly, alone or through related entities, holding 10% or more in any of the member companies, does not control the Board of Directors of any such company, and is not a member of the Authority's Board, the Egyptian Exchange, central depository and registration companies, the Non-Commercial Risk Investor Protection Fund, or the Settlement Guarantee Fund.

In all cases, the proportion of women representation on the Union's Board of Directors must not be less than two members.

All Union members with voting rights shall choose from among the candidates of all categories mentioned in this Article for membership on the Union's Board of Directors.

The Elections Committee is committed to taking necessary procedures to implement the provisions of this Article, and a decision by the Authority's Chairman shall be issued regarding the formation of this Committee and its competencies.

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Article (28) - Eligibility Conditions for Membership on the Union's Board of Directors:

The following conditions must be met by a candidate for membership on the Union's Board of Directors:

1- Being of good repute and character.

2- Not having been convicted within the five years preceding candidacy of a felony or a misdemeanor involving moral turpitude or trust, or one of the crimes stipulated in the Capital Market Law, the Central Bank and Currency Law, or the Anti-Money Laundering Law, unless his reputation has been restored.

3- Not having had administrative measures - except warnings - or judicial proceedings issued against him or caused by him from the Authority or Union regarding the member within the five years preceding candidacy, with a certificate issued by the Authority or Union to that effect.

4- Holding the position of Chairman, Deputy Chairman, or Managing Director of one of the Union's member companies in the activity for which candidacy is sought. If the candidate is a custodian bank, the nominee must be the manager responsible for the custodianship activity at that bank.

The provision under item (4) does not apply to independent members.

The term of office on the Board of Directors shall be three years, renewable for a consecutive term.

In all cases, a Board of Directors member shall lose their board status if they cease to meet any eligibility condition.

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Article (39)

The Union's Board of Directors shall form the following committees:

1- Membership, Training and Professional Competence Committee.

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2- Discipline and Complaints Committee.
3- Governance Committee.
4- Investment Committee.

The members of the aforementioned committees shall be drawn from the Union's Board of Directors, and external members may be added to their membership.

The Union's Board of Directors may also form other specialized committees to exercise its functions.

(Article Two)

This Resolution shall be published in the Egyptian Gazette and on the Authority's official website, and shall take effect from the day following its publication. All provisions contrary to it are hereby repealed.

Chairman of the Board
Capital Markets Authority
Dr. Mohamed Fared Saleh