Ministry of Investment and International Cooperation

The Minister

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Decision of the Minister of Investment and International Cooperation

No. (33) of 2017

Amending Certain Provisions of the Executive Regulations of the Capital Market Law Issued

by Decision of the Minister of Economy and Foreign Trade No. (135) of 1993

The Ministry of Investment and International Cooperation, Having reviewed the Capital Market Law issued by Law No. 95 of 1993 and its executive regulations, and the Central Deposit and Registration of Securities Law issued by Law No. (93) of 2000 and its executive regulations, and Law No. 10 of 2009 regulating supervision over markets and non-banking financial instruments, and Presidential Decree No. 387 of 2015 delegating certain authorities to the Prime Minister, designating him as the minister responsible for implementing the provisions of Law No. 10 of 2009, and Presidential Decree No. 92 of 2017 reconstituting the government, and Prime Ministerial Decision No. 2573 of 2015 delegating to the Minister of Investment the authorities of the minister responsible for implementing Law No. 10 of 2009, and after obtaining the approval of the Board of Directors of the Financial Regulatory Authority, and based on the opinion of the State Council.

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Decided

(Article One)

A new chapter titled "Chapter Thirteen – Beneficial Ownership Identification Rules for Market Participants" shall be added to the Executive Regulations of the Capital Market Law issued by Decision of the Minister of Economy and Foreign Trade No. (135) of 1993, as follows:

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Chapter Thirteen

Beneficial Ownership Identification Rules for Market Participants

Article (359): For the purposes of applying the provisions of this Chapter, "Beneficial Owner" refers to the person on whose behalf transactions are carried out, whether directly or indirectly, for the purpose of deriving benefit.
Without prejudice to the disclosure rules and requirements stipulated by law or in these Regulations, legal persons shall comply with the beneficial ownership disclosure rules detailed in Appendix (7) attached to these Regulations in any of the following cases:

1. Issuing shares of joint-stock or limited partnership companies, or modifying their shareholder ownership structure.
2. Applying for approval for a voluntary or mandatory offer to purchase securities, or for approval to be exempt therefrom.
3. Offering securities for public subscription on the Egyptian market.
4. Listing securities on any Egyptian stock exchange.
5. Applying to establish one of the financial market companies, or participating in the establishment of any of them with a share of 10% or more of the capital stock, or acquiring 10% or more of any of them.
6. Other cases determined by the Board of Directors of the Authority to ensure market stability and transparency of the activities conducted therein.

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(Article Two)

This Decision and the attached Appendix No. (7) shall be published in the Egyptian Gazette, and shall take effect from the day following the date of publication.

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Minister of Investment and International Cooperation

Dr. Sahar Nasr
20/12/2017

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Appendix (7)

Beneficial Ownership Identification Requirements for Market Participants

First: General Disclosure Requirements:

Disclosure to the Authority is required in all cases referred to in Article (359) regarding the following data and information:

• a. Legal form and the governing law under which it was established.
• b. Country of establishment and nationality.
• c. Activity conducted.
• d. Members of the governing body/board of directors (if applicable).
• e. Authorized signatory for the legal person.
• f. Ownership structure in the case of companies or investment funds (a statement detailing all persons owning 10% or more of ownership or voting rights). If this statement includes legal persons whose ownership percentage in the company's capital or voting rights exceeds 50%, the data specified in items (a) to (d) above must also be provided for them.

Second: Additional Disclosure Requirements:

In the cases referred to in items (2, 3, 4, 5, 6) of Article (359) of the Regulations, disclosure to the Authority is required regarding the data and information mentioned in the First section, in addition to the following additional disclosures:

(a) If the concerned legal person takes the legal form of a company:

• If its ownership structure includes any shareholder holding 25% or more (individually or with related parties) and takes the legal form of a company, additional disclosures specific to that shareholder must be provided by applying item (f) of the First section, and this application must be repeated for any entity, even if it is within the ownership chain.

(b) Regarding the cases mentioned in item (5) of Article (359) of the Regulations, a statement must be provided regarding the other investments of the legal person in Egypt in companies conducting the same activity (for which approval for establishment, licensing, or acquisition is sought) amounting to 10% or more.

Third: Investment Fund Disclosures:

If the legal person required to provide disclosures according to this Appendix takes the form of an investment fund – which is a legal relationship established by a settlor who entrusts a trustee to manage assets owned by the settlor for one or more beneficiaries, and this legal relationship may include appointing an independent supervisor for the fund and defining its authorities – the following data must be disclosed:

• a. Purpose of the fund.
• b. Governing law of the fund.
• c. Trustee(s) of the fund, their license number, the supervisory authority they fall under, and the scope of authority granted to them regarding the management and expenditure of the fund's assets.
• d. Settlor(s) of the fund.
• e. Beneficiaries of the fund at the time of disclosure (by name, title, family relationship, or other connections or benefiting entities, whether charitable organizations or other legal persons).
• f. Person(s) with the authority to modify the beneficiaries of the fund (if any).

In the event that the investment fund is managed by a trustee licensed to conduct the activity by a regulatory authority in the relevant country, the disclosure of the aforementioned data shall be provided through a statement signed by the trustee(s) of the fund and notarized by a certified notary in the country of establishment.