On September 21, 2023, the Egyptian Financial Regulatory Authority (the “FRA”) issued Decree No. 177 of 2023 (the “Decree”) amending FRA Decree No. 11 of 2014 on listing and delisting rules of securities on the Egyptian Stock Exchange (the “EGX”).

By virtue of the Decree, the FRA provides a detailed and thorough definition of an Independent Board of Directors Member at an Egyptian Joint Stock Company with securities listed on the EGX.

The Decree replaces the definition of an Independent Board of Directors Member in an EGX listed company as issued by FRA Decree No. 11 of 2014, as an individual who meets specific criteria, as stipulated in the Decree, including, inter alia, is a non-executive Board Member, is not a shareholder of the company and is not bound by any employment or contractual relationship or any other financial relationship that may affect his decisions, with (i) the company itself, (ii) any of its high executive administrative members, (iii) company auditor, (iv) its parent company, (v) subsidiaries, and/or (vi) any of its related companies.

In addition, the Decree indicates various criteria which would not constitute an Independent Board of Directors Member in an EGX listed company including, for example, a Board Member whose participation in the capital or voting rights of the company exceeds 1%.