Amendments to the Listing and Delisting Rules of Securities on the Egyptian Exchange

As part of the ongoing efforts to develop the legislative and regulatory framework governing the Egyptian capital market, the Board of Directors of the Financial Regulatory Authority (FRA) issued Decree No. 26 of 2026, amending certain provisions of the Listing and Delisting Rules of Securities on the Egyptian Exchange (EGX), originally issued pursuant to FRA Board of Directors Decree No. 11 of 2014.

The Decree was published in the Egyptian Official Gazette (Al-Waqa’i Al-Misriyya) on 3 February 2026 and entered into force on 4 February 2026. It introduced a series of amendments aimed at striking a balance between facilitating the listing of companies and attracting investment, on the one hand, and strengthening corporate governance, transparency, and the protection of shareholders’ rights, on the other.

These amendments are particularly significant given their direct impact on companies listed on the Egyptian Exchange, companies seeking to obtain a listing, as well as major and minority shareholders. The amendments revise several regulatory obligations relating to the composition of boards of directors, the disclosure of material information, the disposal of corporate assets, and the procedures governing voluntary and mandatory delisting.

First: Strengthening Corporate Governance and Transparency Requirements for Listed Companies

Decree No. 26 of 2026 places particular emphasis on strengthening corporate governance as a fundamental element of sound corporate management and the protection of shareholders’ interests.

In this regard, the Decree requires the adoption of cumulative voting in the election of members of the Board of Directors, with the aim of facilitating proportional representation of shareholders wherever possible. Such elections must be conducted in a single round, with cumulative voting applying to all candidates, including independent board members, while taking into account the applicable requirements for female representation on the Board.

The Decree also strengthens the role of the Nominations and Remuneration Committee, requiring listed companies to establish such a committee comprising an odd number of at least three non-executive board members, chaired by an independent board member.

The Committee’s responsibilities include reviewing nominations for Board membership, assessing the appropriate composition of Board committees, and establishing clear policies governing remuneration, allowances, and benefits for Board members and senior executive management.

Furthermore, the amendments enhance Board accountability by introducing requirements for evaluating the performance and participation of Board members and including the relevant information in the Board’s annual report. Companies are also required to disclose their dividend distribution policies and the financial considerations underlying such policies.

With respect to internal financial controls, the amendments emphasize the requirement to maintain an adequate electronic financial and accounting system and an effective internal control environment. They also regulate the procedures for providing prior notification to the Financial Regulatory Authority (FRA) of any proposed change of the company’s external auditor, including the reasons justifying such change.

Collectively, these provisions reflect a regulatory approach aimed at strengthening corporate oversight, limiting the concentration of decision-making authority, and improving the quality of information available to shareholders and investors.

Second: Amendments to Shareholding Retention Requirements for Major Shareholders

One of the key amendments introduced by Decree No. 26 of 2026 concerns the revision of shareholding retention requirements applicable to major shareholders following the offering and listing of a company’s shares on the Egyptian Exchange (EGX).

Under the amended rules, the mandatory retention percentage applicable to shareholders individually holding 10% or more of a company’s shares has been reduced from 75% to 51% of each shareholder’s respective shareholding, provided that the retained shares do not fall below 25% of the company’s total issued shares, in accordance with the applicable regulatory requirements. This retention obligation remains effective for a period of two years, subject to the relevant listing and offering rules.

The amendment aims to provide major shareholders with greater flexibility in managing their investments while maintaining appropriate safeguards to ensure their continued commitment to the company during the initial period following its listing.

From a practical perspective, relaxing these shareholding retention requirements may increase the number of shares available for trading, improve market liquidity, and facilitate partial divestments by major shareholders, while preserving an appropriate degree of stability in the company’s ownership structure.

Third: Facilitating the Listing of Newly Established Companies on the Egyptian Exchange

Decree No. 26 of 2026 introduces more flexible listing pathways for newly established companies, enabling promising businesses to access financing opportunities through the capital market, including certain cases where they do not meet the financial track record requirements traditionally applicable under the listing rules.

In this regard, the amendments establish specific conditions for companies that have not issued financial statements covering two financial years. These conditions include a requirement that net profit before tax must not be less than 5% of the paid-up capital required for listing, and that shareholders’ equity must amount to at least twice the prescribed minimum capital requirement.

The amendments further require that at least 50% of the company’s capital be held by shareholders with relevant experience in the company’s business activities. In addition, the company must submit a study approved by a financial advisor registered with the Financial Regulatory Authority (FRA), addressing growth opportunities, profitability, the business plan, management expertise, future financial projections, and the fair value of the company’s shares.

The amendments also introduce a listing pathway subject to specific quantitative and disclosure requirements. These include a minimum capital of twice the prescribed threshold, a free float of at least 10%, a minimum of 300 shareholders, and at least 20 million issued shares, together with the applicable fair value assessment and disclosure requirements.

These facilitations do not exempt newly established companies from regulatory oversight or corporate governance obligations. Rather, they establish an alternative regulatory framework that takes into consideration the companies’ financial and operational capabilities, as well as their future growth prospects.

Fourth: Strengthening the Protection of Minority Shareholders in Voluntary Delisting

The protection of minority shareholders is one of the key areas addressed by the amendments, particularly in cases where a company or its controlling shareholders seek to voluntarily delist its shares from the Egyptian Exchange (EGX).

The amended rules reaffirm the requirement to obtain the approval of the majority of minority shareholders attending the relevant General Assembly meeting for a voluntary delisting resolution, in addition to satisfying the other approval requirements prescribed under the applicable delisting rules.

The amendments also introduce a regulatory definition of minority shareholders, referring to shareholders who, whether individually or together with their related parties, do not exercise control over the decisions of the Board of Directors or the General Assembly, or over the company’s operational or financial policies.

This safeguard is particularly significant given the potential consequences of voluntary delisting, most notably the loss of access to trading on a regulated market and the potential reduction in liquidity available to shareholders seeking to dispose of their shares.

Accordingly, requiring the approval of the majority of minority shareholders helps prevent controlling shareholders from unilaterally deciding to delist the company without taking into consideration the interests of other investors.

Fifth: Regulation of Insider Trading and Major Shareholders’ Transactions

The amendments seek to enhance transparency and prevent the misuse of material non-public information by regulating transactions conducted by insiders, company officials, and major shareholders.

In this regard, the Decree requires listed companies to maintain an insiders register covering persons classified as insiders and shareholders holding 20% or more of the company’s share capital. The register must contain the information prescribed by the applicable regulations and be regularly updated through the electronic system designated for this purpose by the Egyptian Exchange (EGX).

These provisions were subsequently amended by FRA Decree No. 195 of 2026, which replaced Article 38 of the Listing and Delisting Rules.

Under the amended provisions, the prohibition on trading in the company’s securities or financial instruments applies to insiders, company officials, and major shareholders holding 20% or more of the company’s share capital, whether directly or through related parties. This trading restriction applies during the five business days preceding, and the business day following, the publication of financial results. It also applies in connection with the publication of annual and periodic financial statements where there is a material discrepancy between such statements and the previously disclosed financial results.

The amended provisions further require companies to maintain a register containing the details of persons subject to these requirements, their representatives, spouses, and children. The register must be updated immediately upon any change. Companies are also required to notify the relevant persons of trading blackout periods through a secure and verifiable communication method, ensuring that such notifications are properly documented, with copies uploaded to the designated Egyptian Exchange (EGX) electronic system.

This regulatory framework represents an important step toward strengthening internal compliance systems within listed companies by clearly identifying persons subject to trading restrictions and enhancing the monitoring and enforcement of compliance with such restrictions.

Sixth: Strengthening Disclosure Requirements and Regulations Governing the Disposal of Corporate Assets

The amendments expand regulatory oversight of material transactions undertaken by listed companies, particularly those that may directly affect their financial position or shareholders’ rights.

One of the key requirements is the preparation of a fair value assessment when a listed company disposes of shares it holds in other companies listed on the Egyptian

Exchange, where the estimated value of the transaction represents 10% or more of the disposing company’s shareholders’ equity and the proposed sale price deviates by more than 10% above or below the relevant share’s closing price in the trading session immediately preceding the Board of Directors’ meeting approving the transaction.

The amendments also broaden the scope of assets subject to regulatory requirements by replacing the term “fixed assets” with “long-term assets,” thereby encompassing both tangible and intangible assets.

Furthermore, the requirements for independent valuation have been extended to certain acquisitions of unlisted assets or investments, where the relevant thresholds and conditions prescribed under the applicable regulations are met.

With respect to resolutions concerning capital increases, changes to the nominal value of shares, or amendments to a company’s corporate purpose, the Decree strengthens the requirements for preparing feasibility studies and providing economic justifications, while ensuring that shareholders have access to the relevant information before adopting such resolutions.

These provisions aim to enhance shareholders’ ability to assess corporate decisions affecting their investments and reduce the risk of material transactions being undertaken without adequate disclosure of their underlying justifications and financial implications.

Seventh: Enhancing Mandatory and Voluntary Delisting Procedures

The amendments are not limited to the initial and continuing listing requirements but also introduce changes to certain procedures governing the delisting of securities from the Egyptian Exchange (EGX).

In cases of mandatory delisting resulting from non-compliance with the listing requirements, the amendments authorize the Listing Committee to defer a delisting decision in certain circumstances where a purchase offer has been made for the company’s shares. Such deferral is subject to specific conditions, including an undertaking by the offeror to maintain the company’s listing, along with the submission of a fair value assessment and a detailed future business plan.

The amendments also allow for an extension of the prescribed period for satisfying continuing listing requirements, subject to the submission of a reasoned request by the company and the Financial Regulatory Authority’s (FRA) acceptance of the justifications provided.

With respect to voluntary delisting, the amended rules strengthen the safeguards relating to the approval of minority shareholders, emphasizing the importance of taking into account the interests of different shareholders when adopting a resolution that would result in the company’s shares being removed from trading on the Egyptian Exchange.

This regulatory approach reflects an intention to distinguish between companies facing remediable regulatory violations and those that no longer satisfy the continuing listing requirements, while preserving the protections afforded to investors.

Eighth: Expanding the Supervisory Role of the Egyptian Exchange

The Decree strengthens the supervisory role of the Egyptian Exchange (EGX) in monitoring listed companies’ compliance with the listing and continuing listing requirements, extending its oversight beyond the initial listing process to the ongoing monitoring of regulatory obligations.

This includes monitoring compliance with corporate governance requirements, Board composition, cumulative voting procedures, periodic and financial disclosures, and obligations relating to maintaining a company’s listing status.

Furthermore, the Decree requires the EGX to submit a detailed semi-annual report to the Financial Regulatory Authority (FRA) identifying companies that fail to comply with the listing requirements and specifying the nature of the violations committed. The EGX is also required to promptly notify the FRA of any material violations that may adversely affect market efficiency or transparency.

This regulatory approach underscores the importance of cooperation between the FRA and the EGX in ensuring the effective implementation and enforcement of the Listing and Delisting Rules.

Ninth: Legal and Practical Implications of the Amendments for Listed Companies

The amendments require listed companies, as well as companies preparing to offer or list their shares on the Egyptian Exchange, to reassess whether their corporate and governance structures comply with the newly introduced regulatory requirements.

This includes reviewing their Articles of Association, corporate governance policies, Board election procedures, committee structures, disclosure policies, procedures governing access to and handling of inside information, and the regulatory requirements applicable to the disposal of corporate assets and investments.

The amendments also highlight the importance of legal counsel in assessing compliance with initial and continuing listing requirements, evaluating the legal implications of material corporate decisions, ensuring the proper conduct of General Assembly meetings, and safeguarding shareholders’ rights.

Decree No. 26 of 2026 provides a three-month transitional period, commencing from the date of its entry into force, for companies subject to certain provisions to regularize their compliance with the amended requirements. This period may be extended upon submission of appropriate justifications by the relevant company, subject to the FRA’s approval.

Accordingly, when assessing a company’s current compliance status, it is essential to verify whether any extensions or specific approvals have been granted by the FRA in relation to its obligations under the amended rules.

Conclusion

The amendments introduced by Financial Regulatory Authority (FRA) Decree No. 26 of 2026 represent a significant development in the regulatory framework governing the listing and delisting of securities on the Egyptian Exchange (EGX). They seek to strike a balance between expanding companies’ access to capital market financing and strengthening corporate governance, transparency, and investor protection requirements.

The significance of these amendments extends beyond the regulation of listing and delisting procedures, as they also affect corporate governance structures, decision-making processes, disclosure obligations, and regulatory oversight of material transactions and corporate actions.

As the regulatory framework continues to evolve, including through subsequent amendments governing insider trading, ongoing legal and regulatory compliance becomes increasingly essential to ensuring the stability of listed companies and strengthening investor confidence in the Egyptian capital marke