Chairman of the Board of Directors

Decision

Chairman of the Board of Directors of the General Authority for Financial Supervision No. (68) for the year 2010 Dated 17/5/2010

Regarding

Licensing Guidelines for Branches of Brokerage Companies and Licensing for Marketing Trading on the Egyptian Exchange via the Internet Network

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Chairman of the Board of Directors of the General Authority for Financial Supervision:

Having reviewed the Capital Market Law issued by Law No. 95 of 1992 and its executive regulations, and Law No. 10 of 2009 regarding the regulation of supervision over markets and non-banking financial instruments, and Decision No. 42 of 2006 of the Board of Directors of the General Authority for the Capital Market regarding Exchange membership rules and its amendments, and Decision No. 49 of 2006 of the Chairman of the General Authority for the Capital Market regarding requirements for establishing securities brokerage companies and licensing them to conduct business, and Decision No. 50 of 2006 of the Chairman of the General Authority for the Capital Market regarding the system for trading securities via the Internet network, and Decision No. 24 of 2007 of the Chairman of the General Authority for the Capital Market regarding licensing guidelines for employees in securities brokerage companies, and Decision No. 82 of 2007 of the Board of Directors of the General Authority for the Capital Market and Decision No. 83 of 2008 of the Board of Directors of the General Authority for the Capital Market regarding conditions for registration in the Authority's branch register, and Decision No. 22 of 2009 of the Board of Directors of the General Authority for the Capital Market regarding guidelines for transferring and closing branches of securities brokerage companies.

Approval by the Board of Directors of the General Authority for Financial Supervision in its session held on 17/5/2010

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Decided

(Article One)

Securities brokerage companies shall not conduct licensed activities regarding marketing, order receipt, or execution through offices or other locations other than the company's headquarters, except after obtaining prior approval from the Authority, based on a company request demonstrating board approval and compliance with the conditions stipulated in this Decision.

Brokerage companies are prohibited from dealing with agents to market their services in any form.

A special register shall be established by the Authority to record approved branches, each assigned a serial number linked to the brokerage company's license number.

(Article Two)

The Authority shall issue its decision to approve or reject branch licensing, considering market needs, geographical distribution of the activity, and the applicant's capacity to address and manage risks associated with expansion.

(Article Three)

Licensed branches shall be classified as follows:

First: Category One Execution Branches:

This branch shall possess all authorities of the headquarters regarding the ability to receive and execute orders, either directly through the order entry and execution system via the Automated Order Matching System (TWS) or through the Automated Order Management System (OMS).

Second: Category Two Execution Branches:

This branch shall have the authority to receive and execute orders exclusively through the Automated Order Management System (OMS), with execution to be carried out by at least one licensed trade executor holding at least a (C) category, according to the executor categories outlined in the Egyptian Exchange membership rules.

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(Article Four)

Third: Marketing Branches:

The activity of this branch shall be limited to marketing brokerage services, attracting clients to brokerage companies, introducing them to trading systems, company policies, and generally regulating capital market legislation, and familiarizing them with trading systems.

(Article Five)

The brokerage company shall establish an internal control system covering the headquarters and all licensed branches to ensure the sound conduct of activities and protection of client rights, and must specifically verify the following:

1. The availability of a company-wide internal control system encompassing the headquarters and branches, and the presence of an internal control system at each branch according to its nature of work.
2. Branch employees' compliance with all rules and procedures governing trading in the securities market, and the company's internal auditor to conduct field inspections within branches to verify the correctness and soundness of implemented procedures and activate the aforementioned rules and procedures.

(Article Six)

Registration in the branch register requires meeting the following general conditions:

1. The minimum paid-up capital of the applying brokerage company shall not be less than five million Egyptian pounds. Licensing a Category One execution branch requires increasing paid-up capital by half a million pounds for each Category Two execution branch after the company's fourth branch, and by one million pounds for each Category One execution branch. Licensing a marketing branch requires increasing paid-up capital by one hundred thousand pounds per branch, to cover obligations and risks arising from this expansion.
2. Implementation of the mechanism for back offices and activation of the automated order book, in accordance with Decision No. 49 of 2006 of the Chairman of the Board of Directors of the General Authority for the Capital Market mentioned above.
3. The company shall submit a certificate from its external auditor confirming compliance with financial solvency standards during the preceding three months, detailing the daily net liquid capital ratio during that period.

(Article Seven)

4. Meeting branch licensing requirements.
5. Meeting the physical and electronic infrastructure requirements of the offices according to each branch's nature, in accordance with the list of standards and specifications issued by the Authority regarding required offices and equipment.
6. Payment of service fees for studying and examining branch establishment applications at a rate of five thousand pounds for a Category One execution branch, four thousand pounds for a Category Two execution branch, and two thousand pounds for a marketing branch.
7. Payment of annual service fees to the Authority at a rate of five thousand pounds for a Category One execution branch, four thousand pounds for a Category Two execution branch, and two thousand pounds for a marketing branch.
8. The company's record must be free of any penalties or administrative measures, unless the following periods have elapsed:

a. One year from the date of expiration of the business suspension imposed on the company based on a decision by the Chairman of the Board of Directors of the Authority under Article 30 of the Capital Market Law.

b. Nine months from the date of expiration of the prohibition on conducting business imposed on the company based on a decision by the Board of Directors of the Authority under Article 31 of the Capital Market Law.

c. Six months from the date the company recovers the additional insurance amount imposed on it based on a decision by the Board of Directors of the Authority under Article 31 of the Capital Market Law.

d. Three months from the date any of the other measures stipulated in Article 31 of the Capital Market Law take effect.

(Article Eight)

Approval for registering Category One execution branches requires the company to prove that the requested branch meets all requirements for conducting securities brokerage activities, specifically:

1. Presence of a branch manager and branch internal auditor, in addition to at least one trade executor of Category (B), and two executors of Category (C), according to the executor categories in the Exchange membership rules issued by Decision No. (42) of 2006 of the Chairman of the General Authority for the Capital Market and its amendments, a client account manager, and customer service representatives as per the aforementioned decision.

2. Implementation of a telephone order recording system and actual application of the automated order book.

3. Availability of an internal control system ensuring protection of client rights at the branch.

4. Commitment and undertaking that the branch shall not receive or disburse cash or checks to/from clients, and that client cash transactions shall be conducted through the headquarters or Category One execution branches.

5. Provision of an automated system to verify received orders and deliver original orders or proof of receipt via any method to the headquarters at least weekly.

6. Provision of what allows order entry through the Automated Order Management System linked to the company's headquarters, and undertaking not to enter orders or execute operations at the Exchange except through authorized persons.

(Article Nine)

Brokerage companies conducting online trading activities shall comply with activating all provisions of Decision No. (50) of 2006 of the Chairman of the General Authority for the Capital Market, specifically verifying:

• Delivery to the client of the tool for identifying and confirming the user's identity, and their identification code in a secure manner, with online trading conducted using the Authority-approved electronic signature system and tools.
• Electronic signature tools refer to the security protection systems and tools linked to electronic signatures, which enable verification and confirmation of user identity when trading via the Internet network (ON LINE TRADING), obtained by the brokerage company from one of the licensed entities.
• Those companies and their clients are prohibited from using the tool for identifying and confirming any client's identity to enter orders or execute operations at the Exchange, and those companies are prohibited from allowing clients to conduct their transactions within any of their offices or providing facilities enabling this.
• The company shall also commit to submitting to the Authority confirmation of the establishment and activation of an internal control system ensuring monitoring of order execution by online trading clients that may lead to price manipulation.

(Article Ten)

Registration for Category Two execution branches requires the company to prove that the requested branch meets all requirements for conducting securities brokerage activities, specifically:

1. Presence of a branch manager and branch internal auditor, in addition to at least one trade executor of Category (B), and two executors of Category (C), according to the executor categories in the Exchange membership rules issued by Decision No. (42) of 2006 of the Chairman of the General Authority for the Capital Market and its amendments, a client account manager, and customer service representatives as per the aforementioned decision.

2. Implementation of a telephone order recording system and actual application of the automated order book.

3. Availability of an internal control system ensuring protection of client rights at the branch.

4. Commitment and undertaking that the branch shall not receive or disburse cash or checks to/from clients, and that client cash transactions shall be conducted through the headquarters or Category One execution branches.

5. Provision of an automated system to verify received orders and deliver original orders or proof of receipt via any method to the headquarters at least weekly.

6. Provision of what allows order entry through the Automated Order Management System linked to the company's headquarters, and undertaking not to enter orders or execute operations at the Exchange except through authorized persons.

(Article Eleven)

This Decision shall be published on the Authority's and Exchange's websites and in the Egyptian Gazette, and shall take effect from the day following its publication on the Authority's website.

Brokerage companies shall notify the Authority of a list of all their branches and affiliated locations where any of their activities are conducted, as well as a list of names and details of their trade executors, license numbers and dates, and a list of candidates applying for trade executor licenses specifying the required execution category, all within two weeks from the effective date of this Decision.

All companies shall regularize their status in accordance with the provisions of this Decision within a maximum period of December 31, 2010, from its effective date.

Authority departments shall continue to license branches for companies whose applications were completed prior to the effective date of this Decision, provided they commit to regularizing their status within the period specified in the preceding paragraph.

(Article Twelve)

All provisions or decisions conflicting with the provisions of this Decision are hereby repealed.

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Chairman of the Board of Directors
Dr. Ziad Bahaa El-Din