Egyptian Financial Supervisory Authority

Chairman of the Board

Decision of the Board of Directors

Egyptian Financial Supervisory Authority

No. (31) of 2012 dated 30/4/2012

Regarding the Amendment of the Rules for Listing, Continued Listing, and Delisting of Securities on the Egyptian Exchange

Chairman of the Board of the Egyptian Financial Supervisory Authority

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

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

And having reviewed the Central Depository and Registration of Securities Law issued under Law No. 93 of 2000, its Executive Regulations;

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

And having reviewed Presidential Decree No. (191) of 2009 approving the regulations governing the management and financial affairs of the Egyptian Exchange;

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

And having reviewed the Rules for Listing, Continued Listing, and Delisting of Securities on the Cairo and Alexandria Stock Exchanges issued by the Board of Directors of the General Authority for the Capital Market Decision No. (30) of 2002 dated 18/6/2007 and its amendments;

And having reviewed the Rules for Listing Securities Issued by Small and Medium Enterprises issued by the General Authority for Financial Supervision Board Decision No. (81) of 2011 dated 17/10/2011;

And having reviewed the approval of the Authority's Board of Directors in its session No. (8) of 2012 dated 30/4/2012;

---

Has Decided

(Article One)

The text of Article (33) of the aforementioned Rules for Listing, Continued Listing, and Delisting of Securities on the Egyptian Exchange is hereby replaced with the following:

(Article 33)

Without prejudice to the provisions of Chapter Two of the Executive Regulations of the aforementioned Capital Market Law, a listed company wishing to acquire – either independently or through one of its subsidiaries or affiliates as defined under Egyptian Accounting Standards – twenty percent (20%) or more of the capital or voting rights in an unlisted company, shall submit to the Exchange a fair value study of the shares of the company to be acquired, prepared by an independent financial advisor registered in the Authority's registry, accompanied by a report on that study from the listed company's external auditor, as well as the minutes of its board of directors approving said study.

(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 from the day following its publication. The Egyptian Exchange and the competent department within the Authority shall implement it, each according to its respective purview.

---

El-Sharq El-Sharawy
Chairman of the Board of the Authority

---

Egyptian Financial Supervisory Authority
Egyptian Financial Supervisory Authority (EFSA)

Smart Village, Building 15 - 86 B
Km 28, Cairo/Alexandria Desert Road
Governorate: Giza, Postal Code: 12577

Telephone: 202 3570 0000
Email: info@efsa.gov.eg
Website: www.efsa.gov.eg
Fax: 202 3570 5333
Online: www.efsa.gov.eg