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

No. (23) of 2012 dated 12/3/2012

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

Having reviewed the Companies Law No. (159) of 1981 on Joint Stock Companies, Commandite Companies, and Limited Liability Companies and the decisions issued to implement it;

And the Capital Market Law No. (95) of 1992 and its Executive Regulations, and the decisions issued to implement it;

And the Central Deposit and Registration of Securities Law No. 93 of 2000 and its Executive Regulations;

And Law No. (10) of 2009 regulating supervision over non-banking financial markets and instruments;

And Presidential Decree No. (191) of 2009 organizing the management and financial affairs of the Egyptian Exchange;

And the Statutes of the Egyptian Financial Regulatory Authority issued by Presidential Decree No. (192) of 2009;

And the Rules for Listing, Continuing Listing, and Delisting of Securities at the Cairo and Alexandria Stock Exchanges issued by the General Board of the Capital Market Authority Decision No. (30) of 2002 dated 18/7/2002 and its amendments;

And the Rules for Listing Securities Issued by Small and Medium Enterprises issued by the EFSA Board of Directors Decision No. (81) of 2011 dated 17/10/2011;

And the approval of the Authority's Board of Directors in its session No. (5) of 2012 dated 12/3/2012;

Has Decided

Article One

The following texts shall replace the text of Item (c) of Article (3) and the first and last paragraphs of Article (32 bis) of the Egyptian Exchange's Rules for Listing, Continuing Listing, and Delisting of Securities:

Article (3) / Item (c)

• c. Listing shall be effected for all issued securities, with the following issuances for shares and subscription rights to be listed as follows:

  • Within two months from the date of closing the subscription window for cash capital increases.

  Subject to the provisions of Chapter Twelve of the Executive Regulations of the aforementioned Capital Market Law, subscription rights for cash share issuances may be listed separately from the original shares during the period from the record date of subscription rights until the closing of the subscription window. The listed company shall, upon approving the capital increase request and exercising preemptive rights for existing shareholders, submit a request to list the subscription rights to the Exchange management at least five days prior to the scheduled opening date of the subscription window, accompanied by the Authority's approval of the notice inviting existing shareholders to subscribe and the Central Deposit and Registration Company's approval for listing the subscription rights. The listing of subscription rights shall be issued by a decision of the Exchange's Listing Committee.

  • Within two months from the date of issuance of the administrative authority's decision approving the merger for capital increase resulting from the merger.

  • Within two months from the date of the General Assembly's approval of the capital increase decision through the distribution of free shares.

Article (32 bis) / First Paragraph

Every company whose shares are listed on the Exchange and wishes to increase its capital by issuing cash shares shall, upon issuing a notice to existing shareholders regarding preemptive rights for subscribing to the increased shares, prepare the notice inviting existing shareholders to subscribe to the increased shares on the form prepared by the Authority, after coordination with the Authority, the Exchange, and the Central Deposit and Registration Company for Securities.

The notice must include all data required to be included in the public offering prospectus for the capital increase, specifically the preemptive rights granted to existing shareholders for subscribing to the increased shares and how to exercise these rights.

Article (32 bis) / Last Paragraph

The company shall ensure that the time period from the date of publishing the notice until the trading date of the subscription rights alongside the original shares is not less than fifteen days, and that the subscription period for the increased shares during which the subscription rights trade separately from the original shares is not less than thirty days from the opening date of the subscription window.

Article Two

This Decision shall be published in the Egyptian Gazette and on the websites of the Authority and the Egyptian Exchange, and shall take effect as of 1 July 2012. The Egyptian Exchange and the competent department within the Authority shall implement it according to their respective responsibilities.

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Chairman of the Board of Directors of the Authority (Dr. Ashraf Al-Sharif)

46076

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