Financial Regulatory Authority Board of Directors Resolution No. (128) for the Year 2020, dated 16/8/2020, Amending Resolution No. (11) for the Year 2014 Regarding the Rules for Listing and Delisting Securities at the Egyptian Exchange

FINANCIAL REGULATORY AUTHORITY
Head of the Authority

Resolution No. (128) of the Board of Directors for the Year 2020, dated 16/8/2020 Amending Resolution No. (11) of the Board of Directors for the Year 2014 Regarding the Rules for Listing and Delisting Securities at 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; Having reviewed Law No. (10) of 2009 regulating supervision over non-banking financial markets and instruments; Having reviewed Resolution No. (11) of the Board of Directors for 2014 regarding the rules for listing and delisting securities at the Egyptian Exchange; And after approval by the Board of Directors in its session held on 16/8/2020.

It has been decided:

(Article One)
The provisions of Articles (38, 53 Clause Two, 53 bis Clauses Two and Three, 55 Clause One - Item «2», 55 Clause Two) of the Rules for Listing and Delisting Securities at the Egyptian Exchange, issued by Resolution No. (11) of 2014, are replaced with the following provisions:

Article (38):
Without prejudice to the Capital Market Law and its Executive Regulations, a company listed on the Egyptian Exchange must notify the Exchange of its internal procedures ensuring that any insiders, including board members and company officers, persons with access to non-public information regardless of their shareholding percentage, and major shareholders holding 20% or more of the company's capital (individually or through related entities), are prohibited from trading, either before or after the publication of any material information as defined in Item «b» of Article (319) of the Executive Regulations. This notification must be submitted within five working days prior to, and on the following working day after, such publication.

Trading shall be conducted after notifying the Exchange according to a form prepared for this purpose, provided that execution does not exceed one month from the date of submitting the notification form to the Exchange.

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FINANCIAL REGULATORY AUTHORITY
Head of the Authority

Article (53 - Clause Two):
The Exchange management shall address the chairman of the company's board regarding the breaches mentioned in the preceding clause. If the company fails to rectify violations within three months from the date of the Exchange's notification, the company's status shall be referred to the Listing Committee to issue a decision on proceeding with delisting its shares from the Exchange. The Exchange shall notify the company of the Committee's decision on the next working day following its issuance.

Article (53 bis - Clauses Two and Three):
Clause Two:
The company shall provide the Exchange within a maximum of two months from the date of notification with a timeline plan not exceeding six months, committing to fulfill those conditions.

Clause Three:
If the Exchange does not receive the company's response containing the required timeline plan, or if the company fails to fulfill those conditions according to the preceding clause, the company's status shall be referred to the Exchange's Listing Committee within a maximum of one month from the expiration of the periods specified in the preceding clause. The Committee shall issue a decision on proceeding with delisting, taking into account the provisions of Article (53) of these Rules.

Smart Village, Building 126, Giza, Egypt
Postal Code: 110
Tel: +202-35354350 Fax: +202-35370036
WWW.FRA.EG.EG
Building Bridges not Walls

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FINANCIAL REGULATORY AUTHORITY
Head of the Authority

Article (55 Clause One - Item 2):
2- No shareholder objects to the resolution within one month from the date of the resolution. If one or more shareholders object to the delisting decision, they have the right to sell their shares to the company at the highest closing price of the company's shares during the month preceding the date of the Board's decision convening the Extraordinary General Assembly to consider delisting, according to executive procedures established by the Exchange and approved by the Authority. Alternatively, they may sell at the average closing prices of the company's shares during the three months preceding the date of the aforementioned decision, whichever is higher if trading occurred on the share during that period. If no trading occurred, the delisting company is obligated to purchase the objecting shareholders' shares at a fair value determined by an independent financial advisor registered with the Authority, accompanied by a report from the company's auditor.

Article (55 - Clause Two):
The security shall continue to be traded after the Extraordinary General Assembly's decision on voluntary delisting for a period not exceeding three months. If the company fails to execute the delisting within that period, its status shall be referred to the Exchange's Listing Committee to issue a decision on mandatory delisting, obligating it to purchase shares of affected shareholders, according to the procedures stipulated in Article (53) of these Rules.

(Article Two)
Four new clauses are added to Clause Three of Article (53) of the aforementioned listing and delisting rules, as follows:

Clause Four:
In all cases, the company shall be obligated to purchase freely tradable shares and willing owners upon mandatory delisting from the Exchange, or guarantee that third parties purchase these shares. The purchase shall be executed within a maximum of three months from the date the company is notified of the Committee's decision to proceed with delisting. Shares shall be purchased at a price not less than the fair value determined by an independent financial advisor registered with the Authority, appointed by the company for this purpose. Any person whose freely tradable shares are pledged as security for a debt or obligation may also sell the pledged shares according to this clause.

Smart Village, Building 126, Giza, Egypt
Postal Code: 110
Tel: +202-35354350 Fax: +202-35370036
WWW.FRA.EG.EG
Building Bridges not Walls

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FINANCIAL REGULATORY AUTHORITY
Head of the Authority

Clause Five:
If the company neglects to fulfill its obligation stated in the preceding clause, the Authority may appoint an independent financial advisor from its registered advisors to prepare a fair value study and obligate the company to provide necessary data for the study.

Clause Six:
In all cases, securities shall be delisted by a reasoned decision of the Exchange's Securities Listing Committee. The delisting decision shall take effect from the date specified in the Committee's decision.

Clause Seven:
The Exchange shall disclose on trading screens and its website all communications and decisions regarding the application of this Article.

(Article Three)
The final clause of Article (53) of the aforementioned Egyptian Exchange listing and delisting rules is repealed, as are Clauses Four, Five, Six, and Seven of Article (53 bis) of the same rules.

(Article Four)
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.

Chairman of the Board of Directors
Dr. Mohamed Omran

Smart Village, Building 126, Giza, Egypt
Postal Code: 110
Tel: +202-35354350 Fax: +202-35370036
WWW.FRA.EG.EG
Building Bridges not Walls