Decision of the Minister of Foreign Trade No. 906 of 2001 (Updated Version 2012) Issuing the Executive Regulation of the Central Deposit and Registration of Securities Law No. 93 of 2000

Decision of the Minister of Industry and Trade No. 906 of 2001 dated 2001/11/29 regarding the issuance of the Executive Regulation of the Law on Central Deposit and Registration of Securities Issued by Law No. 93 of 2000

Having reviewed:

• The Law on Joint Stock Companies, Companies Limited by Shares, and Limited Liability Companies issued by Law No. 159 of 1981 and its Executive Regulation;
• The Capital Market Law issued by Law No. 95 of 1992 and its Executive Regulation;
• The Commercial Law issued by Law No. 17 of 1999;
• The Law on Central Deposit and Registration of Securities issued by Law No. 93 of 2000;
• The Presidential Decision No. 51 of 1997 regarding the rules governing the management of the Cairo and Alexandria Stock Exchanges and their financial affairs;
• After obtaining the opinion of the Board of Directors of the Capital Market Authority;
• Based on what was presented by the Chairman of the Board of Directors of the Authority;

Decided:

Article 1: Issuance
The provisions of the Executive Regulation of the Law on Central Deposit and Registration of Securities issued by Law No. 93 of 2000, attached to this Decision, shall be applied. In matters not specifically addressed therein, the provisions of the Executive Regulation of the Law on Joint Stock Companies, Companies Limited by Shares, and Limited Liability Companies issued by Law No. 159 of 1981 and the Executive Regulation of the Capital Market Law issued by Law No. 95 of 1992 shall apply.

Article 2: Issuance
For the purpose of applying the provisions of the attached Regulation, the following terms shall have the meanings assigned to them: "The Law" refers to the Law on Central Deposit and Registration of Securities issued by Law No. 93 of 2000; "The Competent Minister" refers to the Minister of Foreign Trade; "The Authority" refers to the Capital Market Authority; "The Stock Exchange" refers to both the Cairo and Alexandria Stock Exchanges for Securities; "The Company" refers to the Central Deposit and Registration Company; "The Member" refers to a Central Deposit Member; and "The Issuer" refers to any entity or company that has issued securities.

Article 3: Issuance
This Decision shall be published in the Egyptian Gazette and shall be applied from the day following its publication. Issued on 2001/11/26.

Executive Regulation of the Law on Central Deposit and Registration of Securities

Chapter One
Central Deposit and Registration Operations
(Section One)
Central Deposit

Article 1
The following securities must be deposited with the Company:

1. Securities listed in the tables of the Securities Exchanges.
2. Securities issued by a company if it offers its securities in a public subscription.
   Other securities may be deposited according to the conditions set by the Company's Board of Directors and approved by the Authority.
   Securities listed in the Stock Exchange tables or offered for public subscription prior to the date of application of this Regulation must be deposited within six months from this date.

Article 2
The deposit of securities delivered to their owners through one of the Central Deposit Members shall be made by submitting a request on the form prepared by the Company, accompanied by evidence of their ownership of the registered securities.
The Company shall issue a statement to the depositing Member regarding what has been deposited within three days from the date of submission of the complete securities, specifying the type of security, the quantity deposited, the date of deposit, and whether the securities are pledged or attached.
The Member shall deliver to the client a statement of their account including the aforementioned details, and this statement shall serve as the securities certificates and temporary certificates in all transactions, including attending meetings, receiving dividends, pledges, and other rights.
Dealing in deposited securities or claiming any rights arising therefrom is prohibited except through book entry registration with the Company.

Article 3
Entities and companies issuing securities after the application of this Regulation must issue a single certificate for each issuance to be deposited with the Company within a deadline of fifteen days from the date of registration in the Commercial Register for shares, and from the date of closing the subscription window for other securities. For securities issued but whose certificates have not been printed by the date of application of this Regulation, a single certificate for each issuance must be deposited with the Company within three months from this date. In all cases, the certificate must contain all basic data of the securities, specifically: their type, number, par value, issuance currency, last due coupon, and data on the company and its previous issuances. The Company is prohibited from destroying the certificates of deposited securities before the issuance of a cancellation decision in accordance with Article Five of the Law, and the Issuer must deliver a single certificate for each issuance containing the aforementioned data. The destruction of certificates shall take place at the Company's premises, in the presence of a representative of the Issuer, and a report shall be drawn up accordingly.

Article 4
The registration of securities with the Company shall be based on a request from the Issuer, accompanied by the following documents and data:
a. Basic data of the issued securities, including: types of securities, issuances for each type, issuance currency, number of shares and their classes, the value of each, the amount paid, and the serial numbers for each class of shares. b. A statement of securities for which replacement certificates have been issued due to loss or damage.
c. Securities marked with attachment, pledge, or trading suspension, and the supporting document.
d. A list of subscribers to the securities subject to registration, and the percentage paid by each.

Article 5
A shareholder wishing to conduct a transaction exceeding the percentages mentioned in Article (59) and subsequent articles of the Executive Regulation of the Capital Market Law No. 95 of 1992 must notify the Company at the same time as notifying the Issuer.
The Company may, on behalf of the Issuer and by agreement with it, notify any shareholder owning at least 1% of the shares of these companies. The preceding provisions apply to the registered owner regarding beneficial owners dealing with them.
The Company must halt the settlement of any trading operations immediately upon learning that they were conducted in violation of the preceding provisions, and must notify the Issuer and the Authority.

Article 6
The Company shall keep the certificates of deposited securities in safe places prepared for this purpose, either in its own vault or in a vault with a third party, and must put the necessary systems in place for this.

Article 7
Members are responsible for the accuracy of the data submitted by them to the Company and for the integrity of the securities deposited under their knowledge. Similarly, issuers of securities are responsible for the accuracy of the data, reports, and statements submitted by them to the Company.

Article 8
The Company is committed to maintaining organized records for all services related to the activities it performs. All Members and registered owners must match their records with the Company's records whenever requested, and they may request such matching.
The Company may correct or modify any inaccurate data in its records, either on its own initiative or upon request by the Authority or any interested party. The Company must notify the concerned parties of any correction or modification within fifteen days of its implementation, without prejudice to the right to seek compensation from the party responsible for damages resulting from any incorrect entry. Appeals may be made to the Authority regarding corrections or modifications made by the Company. In all cases, the data fixed in the Company's records shall be relied upon.

(Section Two)
Clearing and Settlement

Article 9
The Company shall carry out clearing and settlement operations for transactions involving securities on behalf of Central Deposit Members, with the aim of determining the net rights and obligations of each, and settling positions arising from the trading of deposited securities and transferring ownership.
Parties to trading operations involving securities deposited with the Company but not listed on the Stock Exchange must notify the Company of the basic data of these operations according to the system established by the Company.
Clearing shall be based on delivery against payment, within a period not exceeding the period determined by the Authority's Board of Directors to complete the settlement process. The Company must transfer ownership of the securities involved in these operations via book entry and deliver to the concerned party a document certifying the settlement of these operations, on the form approved by its Board of Directors. The attached appendix includes the operations covered by clearing and settlement and the procedures involved.

Article 10
Without prejudice to the provisions of Article (4) of the Law, if the delay in completing settlement is due to the seller, the rights and benefits arising from the securities shall belong to the buyer from the settlement date, taking into account the rights of the Settlement Guarantee Fund or the securities liquidation system, as applicable.

Article 11
The Company shall establish necessary systems to ensure that Central Deposit Members fulfill their obligations related to the settlement of transactions arising from the trading of securities, in accordance with Article (16) of the Law.

Article 12
If a judgment declaring the bankruptcy of a Member is issued, the Company shall carry out clearing and settlement for operations in which the Member was a party prior to the issuance of the judgment, even if the procedures extend beyond the date of the judgment. These operations shall be effective against all.

Article 13
A fund shall be established within the Company to guarantee the fulfillment of obligations arising from securities operations, in which all Members participate in its capital. A decision regarding its system and participation rules shall be issued by the Authority's Board of Directors upon the proposal of the Company's Board of Directors. The Fund shall have a fiscal year beginning and ending with the beginning and end of the Company's fiscal year, and its accounts shall be independent, disclosed in the Company's financial statements. At the end of each fiscal year, returns shall be distributed to the accounts of Fund Members according to a decision by the Company's General Assembly, taking into account the cash shares of each relative to the total capital of the Fund, after deducting the prescribed percentage of returns to the Company for managing the Fund's affairs. In all cases, a Member shall not receive any returns on amounts paid to the Fund as late payment fees.

Chapter Two
Central Deposit Membership
(Section One)
Conditions and Procedures for Membership

Article 14
An entity wishing to become a Central Deposit Member must submit a request to the Company, accompanied by the following:
First - For banks and branches of foreign banks registered with the Central Bank of Egypt:

1. Approval from the Central Bank of Egypt.
2. A statement of the bank's board of directors and those with signing authority.
3. A copy of the bank's articles of association.
4. A copy of the bank's commercial register.
5. The receipt proving payment of the membership fee.
   Second - For companies operating in the field of securities:
6. The license issued by the Authority to conduct the activity.
7. A copy of the company's articles of association.
8. A copy of the commercial register.
9. A statement of the board of directors and managers of the company, and those with signing authority.
   The company's field of activity must be in one or more of the activities defined by a decision of the Authority's Board of Directors.
   Third - For foreign companies and entities conducting central deposit of securities activities:
10. A certificate from the Authority confirming that the foreign company or entity is subject to supervision according to rules determined by the Authority's Board of Directors.
11. The commercial register of the company or its equivalent for foreign entities.
12. A statement of the names of those managing the actual operations of the foreign entity and those with signing authority on its behalf.

Article 15
The following conditions are required for the acceptance of a membership application:

1. The applying entity must have a specialized department for clearing, settlement, and central deposit affairs, headed by a full-time manager with at least five years of experience in the securities field, and a deputy manager with at least three years of experience in the same field, in addition to a sufficient number of full-time employees.
2. Employees holding technical positions must pass the training courses prepared by the Company for using its technical work systems.
3. The Member must possess the technical tools and means enabling them to perform their role, according to rules established by the Company and approved by the Authority.

Article 16
The Company shall rule on the membership application within two weeks of its complete submission.
The Company may not reject the application except for the lack of one of the conditions stipulated in the Law or this Regulation, and the rejection decision must be written and reasoned.
In all cases, the concerned party must be notified of the rejection or acceptance decision within one week of its issuance. The concerned party may appeal the decision to the Authority within ten days from the date of notification.

Article 17
The Company's Board of Directors, with the Minister's approval, may accept the membership of natural or legal persons, provided that the volume of their business is significant in the Egyptian securities market.
The application and ruling shall be submitted and processed according to the procedures and deadlines mentioned in the previous article.

Article 18
The Member is responsible to the Company for the obligations imposed on entities that obtain central deposit, clearing, and settlement services through them.

(Section Two)
Membership Provisions

Article 19
A Central Deposit Member must adhere to the rules, systems, and procedures related to central deposit established by the Company in accordance with the Law and this Regulation. These rules, systems, and procedures, and any modifications made by the Company, shall not apply unless approved by the Authority, notified to the Members, and a period of at least one week has passed from the date of notification. The Member is responsible for compensating the Company for any breach of the aforementioned rules, systems, and procedures. The contract signed between the parties shall determine the basis and method of calculating compensation.

Article 20
All Members must notify the Company of the services they provide to their clients, the timing and manner of their performance, and the value of the consideration for these services. The Company shall publish this information to participants in the securities market in an appropriate manner.

Article 21
The Company may set a maximum limit on the volume of operations a Member may execute according to a system established and approved by the Authority. The maximum limit for a Member's operations must be linked to their net capital if financial settlement is carried out directly on their account. A Member may execute any purchase operations without adhering to this limit if they deposit the value of these operations with the clearing bank and notify the Company at least one business day before execution, or if they provide sufficient guarantees accepted by the Company.

Article 22
The Company may appoint employees from its staff or external experts it engages to inspect the books and records of services provided to the Company by the Member and verify their integrity. Inspection shall take place at the Member's premises or any other place where these books and records are kept during official working hours, without disrupting their work flow.

Article 23
The Member's share in the Company's capital shall guarantee the fulfillment of their obligations to it. The shares deposited in their name and for their account with the Company, and any proceeds arising therefrom, shall guarantee the fulfillment of their obligations arising from their dealings in securities. The Company may request the Member to pledge the securities deposited in their name and for their account, and authorize the Company to borrow against this pledge to settle their obligations. The Member must respond to this request within one week of notification, without prejudice to the Company's right to request other guarantees in accordance with Articles (16, 22) of the Law.

Article 24
The Company's Board of Directors, with the Authority's approval, may issue rules governing the liquidation of securities to guarantee the fulfillment of obligations arising from securities trading operations, to settle securities operations within their specified deadlines. The Company may determine appropriate guarantees to be provided by a Member who has been lent securities.

(Section Three)
Suspension and Termination of Membership

Article 25
The Company's Board of Directors may suspend a Member's membership if they violate the established rules and systems, and fail to remove the violation after being warned, within the conditions and period determined by the Board of Directors. The suspension decision must be reasoned and issued by an absolute majority of the attending members of the Board, for a period not exceeding thirty days. The decision shall specify the procedures to be followed during the suspension period. The Company must notify the Authority of the suspension decision and its reasons within three days of its issuance. The Company shall manage the Member's client records existing at the time of the suspension decision. The Member may, after notifying the Company, obtain clearing and settlement services through another Member. The Member may appeal the suspension decision to the Authority within one week of being notified of the decision.

Article 26
A Central Deposit Member loses their membership status in the following cases:

1. Bankruptcy of the Member, loss of their legal personality, or loss of one of the membership conditions.
2. Cancellation of the license granting the Member the right to conduct the licensed activity by the Authority.
3. Cancellation of membership by a decision of the Authority due to the Member's violation of the provisions of this Law or decisions issued to implement it.
4. Cancellation of membership by a decision of the Company's Extraordinary General Assembly issued by a three-quarters majority of the attending members.

Membership cancellation in the cases mentioned in items (3, 4) shall occur after warning the Member of the alleged violations and failing to remove them within the period and conditions specified in the warning. In all cases, a Member who has lost their membership must notify their clients thereof within three days from the date of loss, and must settle all their obligations towards their clients and provide the Company and the Authority with information regarding this. The decision to cancel membership due to loss of conditions or violation of central deposit rules and systems shall not be effective until the Authority and the Stock Exchange are notified thereof. The Member may appeal the decision issued by the Company to cancel their membership to the Authority within seven days from the date of notification.

Chapter Three
Central Registration Operations
(Section One)
Book Entry

Article 27
The Company shall maintain records of the names of securities owners and the rights and transactions associated with them, according to systems established by the Company, including electronic systems. The Company must retain data on ownership transfers for at least five years, and related documents and records for at least three years, unless applicable laws specify other periods. The Company is responsible for this data from the date of registration with it. The Issuer is committed to providing the Company with all data deemed necessary for registration or the exercise of its authorities and services.

Article 28
The Company shall directly record the transfer of ownership of securities deposited with it and for which final judicial rulings have been issued, and securities whose legal rules permit transfer of ownership without a trading operation on the Stock Exchange. It must also record the transfer of ownership of securities sold due to the shareholder's failure to pay due amounts, after verifying the Issuer's compliance with legally prescribed procedures and deadlines.

Article 29
The Company shall make a book entry for all securities deposited with it, including the type of security, its par value, data specific to the Issuer and the depositor in whose name it is deposited, the date of deposit, and data on the Central Deposit Member through whom dealing is conducted. For the purpose of applying this Regulation, "book entry" refers to recording data in the books and records prepared by the Company for this purpose, including electronic records.

Article 30
Issuers of securities listed with the Company must notify it of information related to their securities after the close of trading on the previous day. The Company shall notify the Stock Exchange to announce this on trading screens before the trading session on the following day.

The information referred to herein refers to information that must be disclosed according to the rules for listing and delisting securities on the Stock Exchange, or which must be published if the Company is a public offering company. The Company, on behalf of the Issuer and at its expense, shall publish this information through appropriate means that ensure publicity and transparency, without violating the legal rules governing the publication of reports, documents, and data related to the Issuer, unless the Issuer conducts the publication itself at the specified time according to the latest shareholder ownership structure.

Article 31
The Company may design an automated voting system for General Assembly meetings of entities issuing securities listed with the Company, enabling shareholders to express their opinion on matters presented to the Assembly without being required to attend the meetings. Forms and methods for voting through this system must be established to ensure ease and accuracy of voting, and to verify that voting is actually conducted by the shareholder or their legal representative.

Article 32
The Company shall, without fees, distribute dividend coupons and other rights arising from securities according to a system it establishes and notifies the Issuing Companies of. The Issuer must ensure that the distribution start date is at least ten days after the announcement thereof. In all cases, the Issuer must provide the Company with the full value of coupons and rights arising from securities at least three business days before the specified distribution deadline. The Company shall notify both the Authority and the Stock Exchange of Issuers who do not comply with the aforementioned provisions. The Company may also refuse to provide services to such an Issuer, taking into account the rights of its shareholders.

(Section Two)
Registered Owner and Beneficial Owner

Article 33
The Registered Owner must conclude an agreement with the Beneficial Owner specifying the rights and obligations of each, specifically:

1. The services provided to Beneficial Owners and the commissions they commit to pay for these services, how they are determined, and the timing and method of payment.
2. Reports and account statements that the Registered Owner is committed to providing to the Beneficial Owner, and the timing and manner thereof.
3. The method for the Registered Owner to attend General Assemblies of companies in which they own shares on behalf of the Beneficial Owner, and to vote on their behalf.

Article 34
In the case of a Registered Owner and a Beneficial Owner, the Registered Owner is committed to the following:

1. Separating their transactions from those of the Beneficial Owners under them, and maintaining a separate account for each.
2. Preparing a special file for each Beneficial Owner recording data related to them, account movements, and transactions. These files and the data recorded therein are subject to the Authority's supervision.
3. Using the regulations and systems prepared by the Company or those compatible with them.

Article 35
The Registered Owner must notify the Company of the data of Beneficial Owners of securities deposited and registered in their name on the form prepared by the Company for this purpose, within three days of the completion of the deposit of securities or modification of ownership registration, as applicable. If ownership is registered with a deposit bank, they must prepare a register recording the data of Beneficial Owners with them. The Company may request to inspect this register at the deposit bank's premises in Egypt during official working hours, and the deposit bank must allow the person appointed by the Company to inspect this register and obtain a copy thereof. In all cases, the Company may request the Registered Owner to disclose any other data about Beneficial Owners when necessary for the performance of its work.

Article 36
The Company shall maintain a register for recording the data of Beneficial Owners obtained from Registered Owners. This register may only be inspected by entities legally authorized to do so. Issuers of securities deposited or registered with the Company may inspect this register regarding these securities.

Article 37
The Registered Owner must enable Beneficial Owners to exercise all rights arising from securities deposited or registered in their name, specifically financial rights, including returns on those securities and proceeds from their disposal, within the next day at the latest from the time of receipt. They must notify the Beneficial Owner in writing of information disclosed by the security's issuer within three days at the latest from the date of knowledge thereof.

Article 38
The Registered Owner must maintain records containing sufficient data on Beneficial Owners with them. They must notify the Company of all data on Beneficial Owners with them, the volume of ownership of each of different securities, and changes to this ownership, within three days at the latest from the date of settlement of operations affecting their ownership. The Company may inspect the aforementioned records and obtain printed copies or copies loaded on magnetic disks of these records.

Article 39
The Registered Owner must notify Beneficial Owners in writing of matters requiring voting at General Assemblies of companies in which they hold shares, at least ten days before the date of the General Assembly meeting. The notification must include a comprehensive statement of the nature of the subject matter of voting and any relevant information known to them regarding it. The Registered Owner may divide the votes they represent according to instructions issued to them by Beneficial Owners. In all cases, the Registered Owner may not vote except based on written instructions issued to them by the Beneficial Owner and within their limits.

Article 40
If an obstacle prevents the Registered Owner from conducting their activity, they must notify Beneficial Owners thereof on the next business day of the occurrence of the obstacle. In this case, securities shall be registered in the name of the Beneficial Owner, who may request the Company to transfer the registration to the name of another Registered Owner. In all cases, the transfer of registration of securities shall be carried out in accordance with the provisions of this article without fees. The Company shall notify the Authority and the Stock Exchange of the cessation of the Registered Owner and the replacement thereof on the next day at the latest from the date the Company makes these modifications to its records.

(Section Three)
Depository Banks

Article 41
Registration for entities wishing to work as depository banks shall be conducted as follows:

1. The applying entity must be one related to securities, and those managing it must possess the expertise stipulated for managers of companies operating in the securities field.
2. If the applicant is a foreign entity, its center must be subject to supervision according to rules established by the Authority's Board of Directors.
3. Approval from the Central Bank of Egypt must be obtained if the applicant for registration is an Egyptian bank or a branch of a foreign bank.
   The Authority shall rule on the registration application within fifteen days of the complete submission of documents and notify the concerned party of the Authority's decision to reject or accept the registration within one week of its issuance. The concerned party may appeal the rejection decision to the Authority.

(Section Four)
Pledge of Securities

Article 42
The Company shall record pledge rights on securities deposited with it through book entry and by