Decision No. (443) of 2014

Dated 2014/6/7

Regarding Requirements for Obtaining the Authority's Non-Objection for Listing Securities

of Companies Listed on the Egyptian Exchange on Foreign Exchanges

Chairman of the Egyptian Financial Supervisory Authority:

Having reviewed the Law on Joint Stock Companies, Commandite Companies by Shares, and Limited Liability Companies issued by Law No. (159) of 1981; and the Capital Market Law issued by Law No. (95) of 1992 and its Executive Regulations; and Law No. (10) of 2009 regulating supervision over markets and non-banking financial instruments; and Presidential Decree No. (192) of 2009 issuing the Basic Statute of the Egyptian Financial Supervisory Authority; and the Authority's Board of Directors Decision No. (11) of 2014 regarding rules for listing and delisting securities on the Egyptian Exchange; and the Authority's Board of Directors Decision No. (80) of 2014; and after presentation to the Authority's Board of Directors in its session No. (10) held on 2014/6/1;

Decided

(Article One)

Egyptian companies listed on the Egyptian Exchange wishing to list their securities (shares - bonds - financing certificates) on any foreign exchange are required to obtain the Authority's non-objection in accordance with the controls stipulated in this Decision. The provisions of this Decision shall not prejudice any controls and procedures issued by the Authority and the Egyptian Exchange regarding the issuance, transfer, and trading of foreign depositary receipts issued against securities listed on the Egyptian Exchange.

(Article Two)

The conversion for trading on foreign exchanges of the company's shares or convertible securities or both shall not exceed one-third of the company's capital, and the company is committed to maintaining the aforementioned ratio in the event of an increase in its capital.

(Article Three)

Companies wishing to obtain the Authority's non-objection shall submit a written application to the Authority, signed by the company's Managing Member, accompanied by the following:

1. The name of the foreign exchange and the regulatory authority subject to it, provided that the foreign regulatory authority exercises powers similar to the Authority in the capital market field and is a member of the International Organization of Securities Commissions (IOSCO) and has signed the Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information (MMOU).
2. The reasons and justifications for listing on the foreign exchange.
3. A certified copy of the minutes of the company's Extraordinary General Assembly approving the listing of the company's securities on the foreign exchange, specifying the type and quantity of securities to be listed.
4. Approval from the Central Bank of Egypt if the applying company is a bank.
5. A declaration by the company's Managing Member committing to disclose on the foreign exchange the same information that affects the price of the security or material information disclosed on the Egyptian Exchange.
6. A statement of the securities to be converted for trading on the target foreign exchange, including the names of the owners of those securities and the quantities requested for conversion.
7. Proof of payment of 10,000 Egyptian pounds as a fee for request review.

(Article Four)

The Authority shall issue its decision of non-objection or rejection based on the company's application and its assessment of the justifications provided by the company and the preservation of market stability, within fifteen days from the date of submitting all documents specified in Article Three of this Decision.

(Article Five)

Upon obtaining the Authority's non-objection and prior to listing these securities on the foreign exchange, the company is committed to concluding contracts and agreements and submitting them to the Authority:

1. An agreement between the foreign entity competent in the securities deposit activity and the Egyptian Central Clearing, Depository and Registry Company (ECD) to periodically provide the latter (at least monthly) with changes in the register of holders of the securities listed on the foreign exchange.
2. A copy of the company's agreement with the Egyptian Central Clearing, Depository and Registry Company (ECD) stipulating the latter's commitment to the provisions of Article Six of this Decision.

(Article Six)

The Egyptian Central Clearing, Depository and Registry Company (ECD) is committed to not converting any securities of an Egyptian company unless the following are fulfilled:
a. The conversion of securities is to a foreign exchange that has obtained a non-objection from the Authority. b. Observance of the maximum limit specified in Article Two regarding the conversion of the company's shares or convertible securities.
c. Verification that there is no legal, judicial, or contractual prohibition or restriction on the transfer of ownership of the securities to be converted.
d. Obtaining a commitment from the security holder to convert it, accompanied by an irrevocable letter of guarantee committing to convert the proceeds from the sale of the shares into one of the major foreign currencies to a bank supervised by the Central Bank of Egypt, or to reconvert any unsold portion to the Egyptian Central Clearing, Depository and Registry Company (ECD) within a period not exceeding thirty days, with the commitment guaranteeing any cash distributions and subscription priority rights related to the aforementioned securities during that period. The Egyptian Central Clearing, Depository and Registry Company (ECD) is also committed to reviewing the aggregate ownership percentages of the company's shares or convertible securities – including securities listed on both the Egyptian Exchange and the foreign exchange – and notifying the Authority and the Egyptian Exchange of all disclosures related to ownership percentages stipulated in the Capital Market Law, its Executive Regulations, and the rules for listing and delisting securities on the Egyptian Exchange.

(Article Seven)

The non-objection shall remain valid subject to the commitment of the company, the foreign entity competent in the securities deposit activity, and the Egyptian Central Clearing, Depository and Registry Company (ECD) to fulfill their obligations stipulated in this Decision.

(Article Eight)

This Decision shall be published on the websites of the Authority and the Egyptian Exchange, and shall take effect from the day following its publication date.

Chairman of the Authority
Sareef Samy

Office of the Chairman
47076

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Egyptian Financial Supervisory Authority
Egyptian Financial Supervisory Authority (EFSA)

Headquarters: Smart Village, Building 15 - 84 B Km 28, Cairo/Alexandria Desert Road Giza Governorate, Postal Code: 12577

Telephone: 02-225370040
Fax: 02-225370041
Email: info@efsa.gov.eg
Website: www.efsa.gov.eg