FINANCIAL REGULATORY AUTHORITY

HEAD OF THE AUTHORITY

Decision No. (26) of 2023 Dated 8/6/2023

Regarding the Regulation and Examination of Candidacy Applications for the Elections of the Board of Directors of the Egyptian Securities Union

The Chairman of the Board of the Financial Regulatory Authority, Having reviewed Capital Market Law No. (95) of 1992; And Law No. (10) of 2009 regulating supervision over markets and non-banking financial instruments; And the Board of Directors Decision No. (20) of 2019 regarding the Basic Statute of the Egyptian Securities Union; And the Authority Chairman Decision No. (1214) of 2019 regarding the procedures for nomination and election of members of the first Board of Directors of the Egyptian Securities Union;

---

HAS DECIDED AS FOLLOWS:

(Article One)

The Founding Committee of the Egyptian Securities Union shall announce the date of the first elections for the Union's Board of Directors and open the nomination window, along with the application submission period, at least 45 days prior to the convening of the Union's General Assembly meeting. The announcement shall be published in a widely circulated morning newspaper at the Union's expense and on the Authority's website.

(Article Two)

Nomination applications shall be submitted to the Founding Committee of the Union at its headquarters located at 28 Talaat Harb Street, starting from the day following the publication date and for a period of fifteen days. Applications must be signed by the Chairman of the Board of the member company and accompanied by documents demonstrating compliance with the conditions required for nominees to the Union's Board of Directors, as attached to this Decision. Applications shall be recorded in a special register specifying the date of receipt, and the applicant shall receive an acknowledgment confirming submission.

(Article Three)

A committee shall be formed to examine nomination applications for the Union's Board of Directors elections, chaired by Mr. Atef Mohamed Abdel Allah – Director General for Supervision of Securities Dealers at the Authority, and comprising:

• 1. Mr. Khader Rabee Talaat – Director General of the General Department for Audit and Investigations at the Central Supervision Administration.
• 2. Dr. Essam Gamal El-Din Khalifa – Member of the Union's Founding Committee.
• 3. Ms. Anji Ayman Ashour – Secretary General of the Union. The committee shall examine nomination applications, verify that nominees meet the required conditions, and exclude those failing to meet any such condition, within two weeks from the day following the deadline for submitting nomination applications. The committee may request any data or documents it deems necessary to perform its duties.

---

(Article Four)

The committee shall notify applicants of the examination results via registered mail with acknowledgment of receipt or by email within two days from the end of the period specified in the preceding paragraph. The committee shall prepare preliminary lists of nominees and submit them to the Authority for publication on its website on the first working day following the end of the aforementioned two-week period.

(Article Five)

The committee referred to in the preceding article of this Decision shall, within two days following the issuance date of the Regulations Committee's decision (if applicable) or from the expiration date of the statutory period, as appropriate, prepare the final lists of nominees for the Union's Board of Directors and submit them to the Authority for publication on its website, as follows:

• 1. List of nominees from the securities brokerage activity.
• 2. List of nominees from the corporate establishment (financial holding companies) and securities subscription promotion/activation activity.
• 3. List of nominees from the central depository and registration, and custodians activity.
• 4. List of nominees from fund and portfolio management, direct investment, venture capital, and other activities.
• 5. List of nominees from independent experienced members.

(Article Six)

Decision No. (1214) of 2019 issued by the Authority Chairman, referenced above, is hereby repealed.

(Article Seven)

This Decision shall be published in the Official Gazette and on the Authority's website, and shall take effect from the day following its publication date. All provisions contrary to its terms are hereby repealed.

---

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

---

Documents Required for Nomination to the Board of Directors of the Egyptian Securities Union

First: Regarding nominees from companies operating in the securities sector:

• 1. Completed nomination form stamped by the member company, indicating the nominee's email address.
• 2. Documentation confirming that the nominee holds the position of Chairman, Vice Chairman, or Managing Director of a member company in the Union for the activity for which they are nominated, or holds the position of Manager responsible for custodianship activities if the custodian is a bank.
• 3. Declaration that the nominee is not a member of the Authority's Board or one of the Egyptian stock exchanges, nor an non-executive board member of a central depository and registration company, the Investor Protection Fund against Non-Commercial Risks, or the Settlement Guarantee Fund Committee.
• 4. Certified violation certificate from the Financial Regulatory Authority confirming that no violations have been issued against or caused by the nominee regarding the company during the five years preceding nomination, and a certificate confirming that the company itself has not been subject to any violations during five years.
• 5. Declaration that the nominee has not been convicted within the five years preceding nomination of a felony or a misdemeanor involving moral turpitude, or in one of the crimes stipulated in the Capital Market Law, Central Bank and Banking System Law, or Anti-Money Laundering Law.
• 6. Bankruptcy certificate.
• 7. Protest certificate (protesté).
• 8. Copy of the National ID card.
• 9. Two passport-sized photographs.

Second: Regarding independent experienced nominees:

• 1. Documentation confirming compliance with the documents listed in items (1, 3, 4, 5, 6, 7, 8, 9) above.
• 2. Documentation confirming that the nominee holds the position of non-executive board member in one of the Union's member companies.
• 3. Documentation confirming that the nominee has practical experience in the securities sector of no less than fifteen years.
• 4. Declaration that the nominee does not own 10% or more of voting rights, nor has actual control over any Union member company, whether directly or indirectly, alone or through related parties.

---

Smart Village, Building 136, Giza, Egypt
Postal Code: 110
Telephone: +202 3534530
Fax: +202 35370036
WWW.FRA.GOV.EG

ARAB REPUBLIC OF EGYPT
Building Bridges not Walls