Financial Regulatory Authority

FINANCIAL REGULATORY AUTHORITY

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Chairman of the Authority

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Resolution of the Board of Directors of the Financial Regulatory Authority

No. (1) of 2020 dated 13/01/2020
Amending the Authority's Board of Directors Resolution No. (11) of 2014
Regarding the Rules for Listing and Delisting Securities on the Egyptian Exchange

Board of Directors of the Financial Regulatory Authority

Having reviewed the Capital Market Law issued by Law No. (95) of 1992 and its Executive Regulations;
And the Law No. (10) of 2009 regulating supervision over non-Egyptian markets and financial instruments;
And Presidential Decree No. (191) of 2009 regarding the provisions governing the management and financial affairs of the Egyptian Exchange;
And Presidential Decree No. (192) of 2009 issuing the Statute of the Financial Regulatory Authority;
And the Authority's Board of Directors Resolution No. (11) of 2014 regarding the rules for listing and delisting securities on the Egyptian Exchange;
And the Authority's Board of Directors Resolution No. (55) of 2018 regarding publication standards and methods for companies that offered securities in a public offering or have securities listed on the Egyptian Exchange;
And upon the approval of the Authority's Board of Directors in its session held on 13/01/2020.

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Has Decided

(Article One)

The text of Article (35) of the Rules for Listing and Delisting Securities on the Egyptian Exchange issued by the Authority's Board of Directors Resolution No. (11) of 2014 is replaced with the following:

Article (35): Preparation and Publication of Financial Statements

Every company with securities listed on the Exchange's tables shall notify the Authority of its annual financial statements and the auditor's report one month prior to the scheduled date of the company's General Assembly meeting. The Authority shall review the aforementioned documents and notify the company of any observations, if any. The company shall be required to revise the aforementioned documents in accordance with the review results,

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Should the company fail to comply with this requirement, it shall be obligated, upon publishing the financial statements and the auditor's report, to attach the Authority's observations and requested amendments, and the company shall bear the associated publication costs.

Subject to the provisions of Law No. (159) of 1981 and Law No. (95) of 1992, every company with securities listed on the Exchange's tables shall publish a comprehensive summary of its board of directors' report, the full annual financial statements, accompanying notes, the auditor's report thereon, and the Authority's observations (if any) on the Egyptian Exchange screens and the company's website at least twenty-one (21) days prior to the General Assembly meeting date. Such publication shall remain active until the publication of the subsequent annual financial statements. This publication must include both standalone and consolidated financial statements for companies obligated to provide consolidated statements. If the company's General Assembly makes any amendments to these statements, the company shall be obligated to publish a statement detailing such amendments and the amended financial statements within one week from the date of the General Assembly's financial approval. In all cases, the General Assembly shall not be reconvened to ratify the statements before they are submitted complete to the Authority and the Exchange Administration.

Companies shall also be obligated to publish a summary of the annual financial statements, accompanying notes, and the auditor's report thereon in one of the widely circulated Egyptian daily newspapers published in Arabic, according to the form prepared by the Authority.

For this purpose.

Companies shall also be obligated to publish periodic financial statements and related reports mentioned above, including periodic financial statements used as the basis for distributions in case the company undertakes periodic distribution procedures, on the Egyptian Exchange screens and the company's website, with such publication remaining active until the publication of the subsequent periodic financial statements.

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(Article Two)

A new clause (c) is added to Article (40) of the Rules for Listing and Delisting Securities on the Egyptian Exchange issued by the Authority's Board of Directors Resolution No. (11) of 2014, with the following text:

Article (40 - Clause c)

• c. The board of directors' report prepared for submission to the General Assembly must also indicate the commitment of insiders, including the company's board members, major shareholders, and company executives, and their affiliated associations, to disclose to the company's board of directors all information and data regarding the existence of any conflict of interest situations with the company, including any direct or indirect interest they may have in transactions and contracts that

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are executed on behalf of the company, as well as the disclosure of any material interests, transactions, or personal matters that could affect the company's operations or interests. Such disclosure must include the type, value, quantity, and expected financial benefit from them, with the interested party involved in the conflict of interest situation being excluded from voting on the relevant decision. The persons mentioned in this clause shall not, without prior approval from the company's General Assembly, participate or contribute to any activity that would compete with the company or trade in any of the activities it conducts, without having the right to vote at the General Assembly on this decision.

The summary of the management report must include the full disclosure stipulated in this clause, and the summary shall be published on the Egyptian Exchange screens and the company's website.

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(Article Three)

This resolution shall be published in the Egyptian Gazette and on the websites of both the Authority and the Egyptian Exchange, and shall take effect from the day following its publication in the Egyptian Gazette.

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Chairman of the Board of Directors
Financial Regulatory Authority
Dr. Mohamed Omran

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Smart Village, Building 137, Giza, Egypt
Postal Code: 110
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