Financial Regulatory Authority Board Resolution No. (150) of 2023 Regarding Electronic Systems for Shareholders' Remote Attendance and Voting at General Assembly Meetings of Listed Companies

FINANCIAL REGULATORY AUTHORITY

Chairman of the Authority

Board Resolution No. (150) of 2023 dated 27/10/2023 Regarding the Regulations for Using Electronic Systems for Shareholders' Attendance at General Assembly Meetings of Companies Listed on Egyptian Exchanges

The Board of Directors of the Financial Regulatory Authority Having reviewed the Companies Law No. (159) of 1981 regarding Joint Stock Companies, Partnerships Limited by Shares, Limited Liability Companies, and Single-Person Companies, and its executive regulations; And the Capital Market Law No. (95) of 1997, and its executive regulations; And Law No. (10) of 2009 regarding the regulation of supervision over non-Egyptian markets and financial instruments; And Board Resolution No. (11) of 2014 regarding the rules for listing and delisting securities on the Egyptian Exchange; And after approval by the Board of Directors in its meeting held on 27/10/2023; Has decided

(Article One) The conditions, regulations, and procedures set forth in this Resolution shall apply when companies listed on stock exchanges use electronic systems that ensure their shareholders can attend general assembly meetings, verify the meeting procedures, and vote remotely, in accordance with Article 10 bis of the aforementioned Capital Market Law.

(Article Two) The electronic system referred to in Article One must include the following: 1- Necessary security and protection measures to ensure the confidentiality and integrity of general assembly decisions and voting, in accordance with specifications approved by the Authority.

FINANCIAL REGULATORY AUTHORITY

Chairman of the Authority

2- The ability to attach documents related to the topics to be discussed at the general assembly meeting, as well as allowing shareholders to access these documents. 3- The ability to extract copies of reports confirming the holding of the general assembly meeting and voting on its decisions; specifically, an extract showing shareholder attendance and the voting results for each topic presented. 4- Verification of the identity of the shareholder attending the general assembly meeting, and proof of their attendance. 5- Verification that the shareholder has frozen their shares with the custodian at least three days prior to the general assembly meeting. 6- Prohibition on a remotely voting shareholder from using the voting facility, requiring that remote voting be exercised by the owning shareholder. 7- Enabling the shareholder to express their opinion and vote on each topic presented at the general assembly meeting, and to submit necessary inquiries five days prior to the meeting's scheduling and during the meeting itself; the system must also enable assembly officials to respond to these inquiries. 8- Allowing a shareholder who voted prior to the assembly and wishes to change their vote to attend the general assembly meeting in person on the day it is held. 9- Allowing cumulative voting in the election of company board members.

(Article Three) The company's auditor, secretary, and vote counters are obliged during the general assembly meeting to verify the identity of the shareholder, his/her remotely captured image, and the approved quorum in their voting, in accordance with Article 75 of the aforementioned Companies Law.

(Article Four) A company listed with securities or financial instruments on the Egyptian Exchange is obliged to record general assembly meeting discussions on one of the electronic media, and such media shall serve as a secured document bearing the company's responsibility, attached to the authentication documents of the general assembly meeting minutes.

FINANCIAL REGULATORY AUTHORITY

Chairman of the Authority

In all cases, the company must provide the Authority and the Egyptian Exchange with any data, information, or documents they request regarding such meetings.

(Article Five) Companies in violation of the provisions of this Resolution shall align their status with its provisions within six months from the date of implementation, or before holding the first general assembly meeting to apply this Resolution, whichever is later.

(Article Six) This Resolution shall be published in the Egyptian Gazette and on the websites of the Authority and the Egyptian Exchange, and shall take effect from the day following its publication in the Egyptian Gazette.

Chairman of the Board Financial Regulatory Authority Dr. Mohamed Fared Saleh

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