Decision of the Board of Directors No. (54) of 2014 (as last amended)

Decision of the Board of Directors No. (54) of 2014 dated 2014/4/13 Regarding the Rules and Procedures Governing the Offering of Bond Issuances in Tranches for Joint Stock Companies, Limited Partnerships with Shares, and other Legal Entities Last amended on 2021/10/20

Board of Directors of the General Authority for Financial Supervision Having reviewed Law No. (159) of 1981 on Joint Stock Companies, Limited Partnerships with Shares, and Limited Liability Companies, and its Executive Regulations; And Law No. (95) of 1992 on the Capital Market, and its Executive Regulations; And Law No. (10) of 2009 on Regulating Supervision over Non-Banking Financial Markets and Instruments; And Presidential Decree No. (192) of 2009 Issuing the Basic Statute of the General Authority for Financial Supervision; And Decision No. (30) of 2011 of the Board of Directors; And the approval of the Board of Directors in the session held on 2014/4/13; Has decided

(Article One)
Joint stock companies, limited partnerships with shares, and other legal entities may issue bonds after obtaining the approval of the competent authority, and the General Authority for Financial Supervision's endorsement of a program for offering bond issuances in tranches to meet short-term financing needs (total issuance volume), subject to the following conditions:
-1 The completion of the form prepared by the Authority for stamping/issuing each tranche, within a maximum limit of three years from the date of the Authority's endorsement of the total issuance volume.
-2 The maturity period for issuing each tranche shall not be less than thirteen months, and the repayment of such tranche or part thereof may not be modified except with the approval of the bondholders' assembly, and a meeting of the assembly shall be valid if attended by at least (%50) of its members. If this quorum is not met in the first meeting, the second meeting shall be valid with a presence of (%25) of the members or two proxies, and decisions shall be issued by a three-quarters majority of the votes present at the meeting. -3 The issuing company or legal entity shall disclose in the public offering prospectus or information memorandum (in the case of private issuance) all data from periodic credit rating reports, according to specified publication means regarding material events as stipulated in the Board of Directors' Decision No. (55) of 2018 issued regarding controls and publication means for companies that offered financial instruments in a public offering or have financial instruments listed on the Egyptian Exchange, provided that disclosure occurs within seven days from the date of issuing the report if a change in credit rating grade occurred after publishing the prospectus or information memorandum. If the bonds are not listed on the Egyptian Exchange, disclosure shall be made on the electronic website designated by the Authority for this purpose and the electronic website of the company or legal entity, as applicable.

(Article Two)
The issuance program for each tranche must be accompanied, in addition to documents related to bond issuance, by the following:
-1 A decision from the competent authority of the company or legal entity regarding the total value of bond tranches to be issued, their guarantees and securities, and the delegation of the Board of Directors to determine other related conditions, with respect to company issuances. -2 A certificate from the actual management officer of the company or the legal representative of the issuing legal entity regarding the uses of proceeds for each tranche, and the ratio of current assets to current liabilities which must not be less than 1:1, supported by an auditor's certificate. This applies unless there are cash flows that can generate current asset guarantees and ensure their maturity or refinance them through banks or financial institutions with high creditworthiness, supported by a certificate from them. -3 A certificate regarding financial guarantees and specified collaterals, and the collateral agent if any.

(Article Three)
Decision No. (30) of 2011 of the Board of Directors is hereby repealed.

(Article Four)
This Decision shall be published in the Egyptian Gazette and on the Authority's electronic website, and shall take effect from the date of its publication in the Egyptian Gazette.

1 The Decision was amended by Board of Directors Decision No. 155 dated .2021/10/20 2 Item No. (2) of Article One was replaced by Board of Directors Decision No. 155 dated .2021/10/20 3 Item No. (3) of Article One was replaced by Board of Directors Decision No. 155 dated 2021/10/20