The Egypt Financial Regulatory Authority (FRA) issued wide-ranging amendments to the rules for listing and delisting securities on the Egyptian Exchange, combining eased pathways for recently established companies and small and medium-sized enterprises with tighter governance, valuation and disclosure requirements for listed issuers. Key changes include mandatory cumulative voting for board elections in a single round, a requirement to establish a nominations and remuneration committee, and enhanced board reporting that must assess directors’ performance and participation. The amendments tighten listing readiness requirements through an adequate electronic finance and accounting system and effective internal controls, allow on-site checks of company branches coordinated between the FRA and the exchange, and require advance notice to the FRA when changing the external auditor, including reasons and a handover plan. For shareholder lock-ups on listing, each shareholder holding 10% or more must retain 51% of their stake for two years, down from 75%, provided at least 25% of total shares remain locked. New eligibility conditions are set for companies that have not issued two years of financial statements, including a net profit before tax threshold of at least 5% of the paid-in capital to be listed and shareholders’ equity of at least twice the minimum capital, alongside additional documentation such as a registered financial adviser study and asset valuation reports. For recently established companies, the amendments set thresholds including capital of at least twice the minimum required for listing, a free float of at least 10%, at least 300 shareholders, and at least 20 million shares, supported by a fair value assessment and detailed forward-looking feasibility study. Issuers must also provide more structured justification and shareholder-facing analysis for capital changes and cash capital increases, including quarterly disclosure on the use of proceeds and independent verification of semi-annual use-of-proceeds disclosures. The framework introduces a new register for insiders and shareholders holding 20% or more, with detailed identifiers and periodic updates through the exchange’s system, and it requires companies to notify insiders of trading blackout periods spanning five business days before and one business day after publication of material information. It also expands fair value study requirements for significant disposals and acquisitions of shares and long-term assets where transaction size and price deviation thresholds are met, and it strengthens delisting protections by allowing the exchange’s listing committee to defer compulsory delisting in limited tender offer scenarios and by requiring majority approval of minority shareholders for voluntary delisting, supported by a new definition of minority shareholders. Listed companies are given three months from the decision’s effective date to regularise their positions, with the possibility of extension subject to the FRA’s acceptance of the company’s justifications.
Egypt Financial Regulatory Authority 2026-02-10
Egypt Financial Regulatory Authority overhauls Egyptian Exchange listing and delisting rules with new governance disclosures and revised lock-up thresholds
The Egypt Financial Regulatory Authority amended listing and delisting rules on the Egyptian Exchange, easing entry for new and small companies while tightening governance and disclosure for listed issuers. Key changes include mandatory cumulative voting for board elections, new committee requirements, enhanced reporting and internal controls, shareholder lock-up adjustments, new eligibility conditions for companies without two years of financial statements, and expanded fair value study requirements for significant transactions.