Chairman of the Authority

FRA Board of Directors Decision No. (13) of 2018

Date: 27/3/2018

Implementing FRA Board of Directors Decision No. (11) of 2014 Regarding the rules for listing and delisting securities on the Egyptian Exchange

The Board of Directors of the General Authority for Financial Supervision

Having reviewed:

• The Law on Joint Stock Companies, Companies Limited by Shares, Limited Liability Companies, and Single-Person Companies, issued under Law No. (159) of 1981, and its Executive Regulations;
• The Capital Market Law, issued under Law No. (95) of 1992, and its Executive Regulations and decisions issued in implementation thereof;
• The Law on Central Depository and Registration of Securities, issued under Law No. 93 of 2000, and its Executive Regulations;
• Law No. (10) of 2009 regulating supervision over non-banking financial markets and instruments;
• Presidential Decree No. (191) of 2009 regarding the provisions organizing the management and financial affairs of the Egyptian Exchange;
• The Statutes of the General Authority for Financial Supervision, issued by Presidential Decree No. (192) of 2009;
• FRA Board of Directors Decision No. (11) of 2014 regarding the rules for listing and delisting securities on the Egyptian Exchange and its amendments;
• And having approved the decision by the Board of Directors in its session held on 27/3/2018;

It has decided:

(First Article)

The definition of Small and Medium Enterprises in Article (4), and the provisions of clauses (1, 2, 3, 6, 7) of Article (7), clauses (1, 2, 3, 6, 8) of Article (9), Article 29, and the last paragraph of Article (37) are replaced with the following texts:

Article (4): Definitions

Small and Medium Enterprises: The term "Small and Medium Enterprises" in the application of the provisions of these Rules refers to Joint Stock Companies whose issued and paid-up capital is not less than one million pounds and is less than 100 million pounds, or its equivalent in foreign currencies, at the time of submitting the initial listing request, and whose issued and paid-up capital is less than 200 million pounds, or its equivalent in foreign currencies, thereafter.

Article (7): Conditions for listing shares of Egyptian companies. (Clauses 1, 2, 3, 6, 7)

The following conditions are required for listing shares of Egyptian companies:

1- The percentage of shares to be offered must not be less than 25% of the total listed shares of the company, or one-quarter in a thousand of the free-float market capitalization on the Exchange, comprising not less than 10% of the company's shares. The term "offer" in the application of this condition refers to offering the company's shares for sale on the Exchange based on an offering circular or a multi-purpose disclosure report from the Authority, which includes the conclusions of the independent financial advisor's study on determining the fair value of its shares and the auditor's estimate regarding this study in accordance with the relevant Egyptian Auditing Standard, provided that either is published in accordance with the rules set by the Board of Directors of the Authority.

2- The number of shareholders in the company must not be less than 300 shareholders, ensuring that the allocated shares are distributed according to the controls specified by the Exchange to verify the non-fictitious nature of the offer.

3- The company is considered to have met the previous conditions if its shareholder structure at the time of submitting the listing request ensures that at least 25% of the company's shares, or one-quarter in a thousand of the free-float market capitalization on the Exchange, comprising not less than 10% of the company's shares, are owned by shareholders other than founders and major shareholders, and it has a number of shareholders not less than 300 shareholders, and none of the shares included in that percentage are pledged, provided that an inspection report is published before the start of trading in the company's shares in accordance with the publication rules referred to in clause (1).

4- The percentage of free-float shares must not be less than 10% of the total shares of the company, or 1/8 in a thousand of the free-float market capitalization on the Exchange, comprising not less than 5% of the company's shares.

5- The issued capital must be fully paid and not less than 100 million pounds, or its equivalent in foreign currencies, based on the latest annual financial statements or the latest periodic financial statements attached to a comprehensive audit report by an auditor and approved by the General Assembly of the Company, and the shareholders' equity in the latest annual or periodic financial statements prior to the date of the listing request must not be less than the paid-up capital.

6- A preamble must be submitted as follows to provide for a retention percentage of major shareholders in the company of 51% of the shares owned by them in the company's capital, if available, and if the total shares retained according to that percentage is less than 25% of the capital of the Egyptian company, the 25% percentage is completed from the contributions of board members, the company founder, or other shareholders of the company, for a period of not less than two years from the date of the offer on the Exchange or from the date of registration at Articles (1) of this Article or the company's business plans referred to in clause (1) of this Article, excluding free shares.

It is permitted – with the approval of the Authority and the Ordinary General Assembly of the Company – to transfer ownership of the retained shares – part or all of them – during the retention period if the buyer is a bank, insurance company, direct investment fund, one of the entities specialized in investment, or a legal person with distinguished experience and a distinguished business track record in the field of the company's activity, and it is required that they undertake to comply with the retention condition until the end of the specified period.

Article (9): Conditions for listing shares of Small and Medium Enterprises: (Clauses 1, 2, 3, 6, 8)

The following conditions are required for listing shares of Small and Medium Enterprises:

1- The percentage of shares to be offered must not be less than 25% of the total listed shares of the company, or one-quarter in a thousand of the free-float market capitalization on the Exchange, comprising not less than 10% of the company's shares. The term "offer" in the application of this condition refers to offering the company's shares for sale on the Exchange based on an offering circular or a multi-purpose disclosure report from the Authority, which includes the conclusions of the independent financial advisor's study on determining the fair value of its shares and the auditor's estimate regarding this study in accordance with the relevant Egyptian Auditing Standard, excluding the sponsor's study.

2- The number of shareholders in the company must not be less than 100 shareholders, ensuring that the allocated shares are distributed according to the controls specified by the Exchange to verify the non-fictitious nature of the offer.

3- The company is considered to have met the previous conditions if its shareholder structure at the time of submitting the listing request ensures that at least 25% of the company's shares, or one-quarter in a thousand of the free-float market capitalization on the Exchange, comprising not less than 10% of the company's shares, are owned by shareholders other than founders and major shareholders, and it has a number of shareholders not less than 100 shareholders, and none of the shares included in that percentage are pledged, provided that an inspection report is published before the start of trading in the company's shares in accordance with the publication rules referred to in clause (1) on the Exchange's website and its electronic site.

4- The percentage of free-float shares must not be less than 10% of the total shares of the company, or 1/8 in a thousand of the free-float market capitalization on the Exchange, comprising not less than 5% of the company's shares.

5- The issued capital must be fully paid and have a minimum of one million pounds and less than 100 million pounds, based on the latest annual financial statements or the latest periodic financial statements attached to a comprehensive audit report by an auditor and approved by the General Assembly of the Company.

6- The company must commit, within three years from the date of listing, to expansions and increasing its issued and fully paid-up capital, in accordance with what was stated in the disclosure report referred to in clause (1) of this Article or the company's business plans referred to in clause (6).

7- A preamble must be submitted as follows to provide for a retention percentage of major shareholders in the company of 51% of the shares owned by them in the company's capital, if available, and if the total shares retained according to that percentage is less than 25% of the capital of the Egyptian company, the 25% percentage is completed from the contributions of board members, the company founder, or other shareholders of the company, for a period of not less than two years from the date of the offer on the Exchange or from the date of registration at Articles (1) of this Article or the company's business plans referred to in clause (1) of this Article, excluding free shares.

It is permitted – with the approval of the Authority and the Ordinary General Assembly of the Company – to transfer ownership of the retained shares – part or all of them – during the retention period if the buyer is a bank, insurance company, direct investment fund, one of the entities specialized in investment, or a legal person with distinguished experience and a distinguished business track record in the field of the company's activity, and it is required that they undertake to comply with the retention condition until the end of the specified period.

Article (29): Cases of disclosure regarding transactions of major shareholders, board members, and related parties:

Without prejudice to the provision of Article (8) of Law No. (95) of 1992 and its Executive Regulations, every shareholder must disclose when their ownership, including from related parties, exceeds or falls below 5% and its increments of the number of securities representing the capital, and it is required that this disclosure be submitted at least five days prior on the Egyptian Exchange's electronic website.

Article (37): Audit Committees of Listed Companies or Egyptian Depositary Receipts:

Small and Medium Enterprises whose issued and paid-up capital is less than 100 million pounds are exempt from having an audit committee.

(Second Article)

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