The Egypt Financial Regulatory Authority issued amendments to the voluntary delisting regime for listed shares and to the process for approving remuneration and incentive schemes. The changes add a “majority of minority” voting condition in controlled companies, adjust investor exit protections around pricing and disclosure, and shift incentive-scheme filings to the Authority to shorten approval timelines. For voluntary delisting where the Authority verifies that a controlling shareholder (or shareholders) can dominate general assembly decisions, approval now requires both (i) 75% of shareholders present and (ii) a majority of the attending free-float shareholders that are not related to the controlling shareholder. The extraordinary general assembly resolution must include a commitment to buy shares offered by affected shareholders at the highest of: the highest closing price during the month preceding the board decision to convene the meeting, the average closing prices over the prior three months, or a fair value set by an independent financial adviser registered with the Authority (supported by an auditor report), with the fair value study disclosed at least 15 days before the meeting. Delisting documents must be submitted to the stock exchange within five business days of the assembly decision, with delisting to be completed within a maximum of 20 business days from completion of the required documentation at the exchange; purchases of affected shareholders’ shares may be executed daily under exchange rules. Separately, for companies where 75% of shares were acquired via a tender offer, the board’s power to proceed with voluntary delisting has been removed and the decision is reserved to the general assembly. On remuneration and incentive schemes, the Authority becomes the single point of contact for listed companies instead of the stock exchange. Companies must submit the disclosure report to the Authority within two business days and convene the general assembly to approve the scheme within one week of publishing the Authority-approved disclosure report, alongside new requirements to publish a summary of the scheme after Authority approval.
Egypt Financial Regulatory Authority 2025-02-17
Egypt Financial Regulatory Authority tightens voluntary delisting rules with majority-of-minority approval and new disclosure timelines
The Egypt Financial Regulatory Authority has amended the voluntary delisting regime and the process for approving remuneration and incentive schemes. Key changes include a "majority of minority" voting condition for controlled companies, revised investor exit protections, and a shift of incentive-scheme filings to the Authority to expedite approvals. Companies must submit disclosure reports within two business days and convene general assemblies within one week of approval.