Decision of the Board of Directors of the Egyptian Financial Regulatory Authority

No. (60) of 2011 dated 27/7/2011

Chairman of the Board of Directors of the Egyptian Financial Regulatory Authority

Having reviewed the Joint Stock Companies, Partnerships Limited by Shares, and Limited Liability Companies Law issued under Law No. 159 of 1981 and its implementing regulations; the Capital Market Law issued under Law No. 95 of 1992 and its implementing regulations, and the decisions issued pursuant thereto; the Central Depository and Registration of Securities Law issued under Law No. 93 of 2000 and its implementing regulations; Law No. 10 of 2009 regulating supervision over non-Egyptian markets and financial instruments; Presidential Decree No. 191 of 2009 regarding the rules governing the management and financial affairs of the Egyptian Exchange; Presidential Decree No. 192 of 2009 issuing the Basic Statute of the Egyptian Financial Regulatory Authority; Decision of the Board of Directors of the General Authority for the Capital Market No. (30) of 2007 dated 18/6/2007 regarding the rules for listing, continuing listing, and delisting securities on the Cairo and Alexandria Stock Exchanges; Decision of the Board of Directors of the General Authority for the Capital Market No. 62 of 2007 dated 11/7/2007 regarding the rules for listing securities issued by small and medium-sized companies; and upon approval by the Board of Directors in its session No. (9) of 2011 dated 27/7/2011.

Decided

(Article One)

The following texts shall replace the preamble of Article (4), the second paragraph of the same article, and clauses (a) and (b) of clause (1) of Article (9), and Article (29) of the Rules for Listing, Continuing Listing, and Delisting Securities on the Egyptian Exchange:

Article (4) Preamble

The listing applicant shall attach the following to its listing application:

Article (4): Second Paragraph

The company whose shares or depositary receipts are listed shall be obligated to notify the Exchange immediately and prior to the commencement of the next trading session of any amendments to the disclosures attached to the listing application, or any changes to the aforementioned data, or in the data contained in the disclosure report regarding the Exchange offering or the public prospectus, as applicable.

Article (9):

a- The percentage of shares offered shall not be less than 10% of the company's total shares. For the purpose of applying these rules, "offering" refers to the sale of the company's shares on the Exchange based on the disclosure report stipulated in clause (2) of Article 4 of the Listing Rules. b- The number of shareholders in the company shall not be less than 100 shareholders, and the free float percentage shall not be less than 5% of the company's total shares.

Article (29):

A company wishing to purchase its own shares (treasury shares), whether in the form of local shares or depositary receipts, shall notify the Authority and the Exchange of its intention by submitting the designated form prepared by the Authority at least three working days prior to initiating implementation procedures. The notification must specifically include the company's reasons for purchasing its shares, the source of financing for the purchase, the expected impact of the purchase operations on the company's performance indicators and purchase price, the quantity of shares requested, and the validity period of the purchase order. The notification must be accompanied by the minutes of the company's board of directors meeting detailing the reasons for purchasing treasury shares, subject to the following:
1. The company's holding period for the shares shall not be less than three months and shall not exceed one calendar year; otherwise, it shall be obligated to expend its capital equal to the nominal value of those shares, and the prescribed procedures shall be carried out in accordance with Law No. 159 of 1981 and its implementing regulations. 2. The purchase shall be from shares offered by all willing sellers. If the offered shares from shareholders exceed the number of shares the company intends to purchase, the company shall purchase from all selling shareholders in proportion to the total requested shares divided by the total offered shares, rounding up fractions in favor of shareholders. The purchase shall be executed through the Exchange's special operations market and its designated means. 3. The percentage of treasury shares requested to be purchased or held by the company for a period not exceeding one calendar year shall not exceed 10% of the total listed shares of the company. Treasury shares shall be sold through the open market in accordance with the Exchange's prevailing trading rules and procedures, without prejudice to the legislative controls governing trading on the Exchange, following the issuance of the company's board of directors resolution. In accordance with the provisions of Article (2) of these Rules, the Exchange shall publish the aforementioned notification data on the trading screens and the periodic bulletin. It shall be ensured that the company's share purchase operations under this Article do not have any impact on trading volume, opening prices, or other results resulting from the trading of the financial instrument.

(Article Two)

Two new clauses numbered (1) and (2) shall be added to Article (4), with the article's clauses rearranged accordingly:
1- The Exchange offering plan, approved by the company's legal representative, specifying in particular the purpose of the offering, the implementation timeline, and the ownership structure before and after the offering. 2- A disclosure report detailing the method of executing the Exchange offering in accordance with the attached template, without prejudice to the provisions of Article 4 of the Capital Market Law No. 95 of 1992.

(Article Three)

This Decision shall be published in the Egyptian Gazette and shall take effect from the day following its publication. The Exchange and the competent department within the Authority shall implement it, each within its respective jurisdiction.

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Chairman of the Board of Directors
Dr. Ashraf Al-Shaqawi

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Reference Template

Disclosure Report for Exchange Offering

Pursuant to clause (2) of Article 4 of the Rules for Listing, Continuing Listing, and Delisting Securities on the Egyptian Exchange

General Company Data:

Statement	Content Description
Company Name	State the company's name in Arabic and English as per the Articles of Association and Commercial Register, as well as the abbreviation and trade name, if any.
Approved Sponsor Name	In case the company is small or medium-sized, state the sponsor's name, its registration number in the sponsors' register, the contract date with the company, and the contract end date.
Company Establishment and Governing Law	State the number and date of the establishment decree for the joint stock company and the governing law, as well as the number and date of publication of the Articles of Association and company contract certified by the Companies Authority or Investment Card, the date, stamp, and number of the company's registration in the Commercial Register, and the date of the Authority's approval for the issuance of founding shares (if the company was established after 9/4/1993).
Company Purpose	State a summary of the company's purpose as stated in the Articles of Association and Commercial Register.
Issued License Data	State the numbers and dates of licenses granted to the company to conduct its activities and the administrative authority or authorities to which the company is affiliated.
Company Duration	State the company's duration as per the Articles of Association and Commercial Register, specifying the start and end dates.
Financial Year Start and End Dates	State the start and end of the company's financial year as per the Articles of Association.
Company Capital Development	State the development of the authorized, issued, and paid-up capital, the number of shares, total value, and paid amount at the time of preparing the disclosure report, as per the Articles of Association and Commercial Register. It is mandatory to indicate decisions by competent authorities upon which capital modifications were made through increase or decrease, or increase or decrease in total value.

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Statement	Content Description
Company Tax Status	State based on a recent certificate from the external auditor.
Litigation Status	Mandatory to state lawsuits filed against the company that impact its financial position, supported by a certificate from its legal advisor.
Administrative Penalties Imposed on the Company	State a summary of these penalties based on a certificate from the competent administrative authority.
Status of Mortgages and Privileges	State mortgages and privileges on company assets based on the company's auditor certificate, legal advisor certificate, and official extract from the Commercial Register as of the latest update.
Contracts of Mutual Exchange Concluded by the Company	State a summary of contracts that create future obligations and the date of competent authority approval within the company.

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Company Contact Data:

Statement	Content Description
Company Headquarters Address	State the full address for postal correspondence.
Company Phone and Fax Numbers
Company Website Address	The listed company must maintain a website.
Investor Relations Officer Data	State the officer's name, mailing address, phone numbers, fax number, and email address.

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Central Depository and Exchange Listing Data:

Statement	Content Description
Central Depository Listing Data	State the number of shares deposited in the Central Depository as well as non-deposited shares and the reason therefor.
Exchange Listing Data	State the details of the Listing Committee's decision regarding the listing of the company's shares.

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Company Board of Directors Members and Their Shareholdings at the Report Date:

Name	Position	(Natural/Legal)	Membership End Date	Status	Number of Shares	Percentage
	Refers to whether they are a board member, executive member, or chairman of the board	If a board member represents a legal entity, state the legal entity's name		Refers to executive, non-executive, or independent
Total						%

Number of shareholders at the report date: State the total number including all shareholders, whether founders, subscribers, or others.

Shareholding Percentage in Capital at the Report Date:

Nationality	Percentage %
Egyptian Shareholding Percentage
Arab Shareholding Percentage
Foreign Shareholding Percentage
Total	100%

Founders Data at the Report Date:

Name	Nationality	Number of Shares	Percentage of Total Shares	Share Type (Ordinary/Premium) (Cash/In-kind)
State the full name as registered with the Exchange

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Shareholders Owning 1% or More at the Report Date:

Name	Nationality	Number of Shares	Percentage of Total Shares	Share Type (Ordinary/Premium) (Cash/In-kind)
State the full name as registered with the Exchange
Total

Percentage of Related Groups* Shareholding at the Report Date:

Name	Nationality	Number of Shares	Percentage of Total Shares	Share Type (Ordinary/Premium) (Cash/In-kind)	Nature of Relationship
State the full name as registered with the Exchange
Total

*Related group refers to: any group of traders or other persons subject to the actual control of the same natural persons or the same legal entities, or bound by an agreement when voting at the general assembly meetings of the company issuing the financial instrument or its board of directors.

Percentage of Shares Available for Trading (Free Float) at the Report Date:

Statement	Number of Shares	Percentage of Total Issued Capital
Free Float

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Exchange Offering Data:

Statement	Content Description
Exchange Offering Execution Date	State after coordination with the Exchange management
Number of Shares Intended for Exchange Offering and Percentage of Total Shares
Nature of These Shares	State whether ordinary or premium
Offering Price	State
Independent Financial Advisor Data	Registration number and date with the Authority's register
Independent Financial Advisor Report and Basis of Study, Including Confirmation of Fair Value Accuracy.	State
Method of Executing the Exchange Offering (to be disclosed in detail)
Ownership Structure Before Offering	State in the form of overall percentages categorized by each group of shareholders, such as board members percentage, institutions percentage, free float percentage.
Expected Ownership Structure After Offering	State in the form of overall percentages categorized by each group of shareholders, such as board members percentage, institutions percentage, free float percentage.

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Shareholders Who Will Conduct the Offering (Share Sellers):

Name	Current Number of Shares Before Offering	Percentage	Number of Shares Offered for Sale	Share Type (Ordinary/Premium) or (Cash/In-kind)	Percentage
State the full name as registered

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