[Last updated: 1 January 2024, unless otherwise noted]

An EGX listed company has disclosure and reporting obligations both to the EGX and FRA. Generally, a listed company must release to the public any news or information that might reasonably be expected to materially affect the value of its security or influence investment decisions. Further, the EGX aims to ensure that listed companies provide financial information and information on corporate resolutions in a timely manner.

Disclosure of material information

The Listing Rules prescribe detailed disclosures that are designed to provide the market and investors with a wide range of compelling disclosures that enable them to make proper business decisions and facilitate supervision and monitoring by the EGX and FRA. These disclosure requirements include disclosing material information, financial statements and corporate resolutions.

Events or information that could have a material effect on the price of the traded security or its tradability, or affect the decisions of investors or the market, are considered material information. Material information must be disclosed to the EGX immediately, and would generally include the following material events set out in the Listing Rules:

• New proposed issuance of bonds, guarantees or relevant pledges.
• Resolution which results in recalling or cancelling registered securities previously issued.
• Proposed change in the financing structure or capital structure exceeding 5% of the shareholders' rights based on the last periodic financial statement or financial position of the issuer, in addition to any restrictions imposed on the borrowing limit available to the issuer.
• Contracts with a value exceeding 5% of the revenues of the last fiscal year.
• Cash distributions or bonus share distributions, or both.
• Resolutions related to the amendment of the nominal value of the issuer's shares.
• Proposed agreements which shall result in the inclusion of strategic investors for purchase of a stake in the issuer's shares.
• Filing lawsuits against the issuer related to its activity or one of its board members or managers or any judgments issued in relation to the issuer's activity.
• Filing lawsuits or arbitration against the issuer related to its activity, one of its contributions, or other assets that are owned by it, whose value exceeds 2% of the ownership rights of the issuer according to the last approved financial statements of the issuer (annual or quarterly).
• Filing lawsuits against a member of the issuer’s board of directors or one of its key managers in a matter related to the issuer in which violations of duty are attributed to any of them.
• Issuance of any decrees from administrative authorities that would affect the activities of the issuer or amendment or revocation or cancellation of these decrees.
• Commercial dealings with related parties.

The issuer must exert best efforts to ensure the accuracy of any information or events and that it is not disregarding or concealing any matter that may affect the content of the information or incidents.

Periodic filings and disclosures

Companies with shares or EDRs listed on the EGX, must provide the EGX and FRA with quarterly disclosure reports clarifying the shareholders' structure, their number, board of directors' structure, status of treasury shares and any changes thereto, on the specified form approved by the FRA. The disclosure report must be provided on a quarterly basis within ten days from the end of each quarter.

Companies with shares listed on the EGX are also obligated to disclose on a semi-annual basis the extent to which their decisions to increase the issued capital have been implemented, and what measures have been taken in this regard. Such disclosure report must be provided within ten days from the end of each semi-annual period.

Financial statements

A listed company must notify the FRA of its annual financial statements and auditor's report a month before the date specified for the company’s general assembly and the FRA may examine the documents referred to and inform the company of its observations (if any) and request a review of the aforementioned documents in accordance with the results of the examination. If the company does not comply with such request for review by the FRA, when publishing its financial statements and auditor's report, such documents must be accompanied with the FRA’s observations and the amendments requested by it, and the company will bear the expenses of the aforementioned publication.

Every listed company is obliged to publish an adequate summary of the report of its board of directors, annual financial statements and notes thereon, the auditor's report and the FRA's observations thereon (if any) - in legible form - on the EGX screens and the company's website. Such publication must occur at least 21 days before the date of the general assembly and should remain published until publication of the next financial statements.  It is not permissible to call the general assembly to ratify any of the aforementioned documents before they are submitted in full to the EGX and the FRA. The publication should include the independent and consolidated financial statements (if the company is obliged to submit consolidated financial statements). If the company’s general assembly makes any amendments to any of the aforementioned documents, the company is further obliged to publish a statement setting out those amendments and the amended financial statements within a week of the date of the general assembly’s approval of the financial statements. The company is obliged to publish a summary of its financial statements in one Egyptian daily circulated newspaper in Arabic using the form issued by the FRA.

Publication of the quarterly financial statements and related reports referred to above must be published on the EGX screens and the company's website and should remain published until publication of the next financial statements.

Corporate resolutions

A listed company is required to provide the EGX and the FRA with a summary of all board resolutions that include material information. The issuer must also notify the EGX and FRA with a certified statement from the board of directors of the issuer reflecting the most material results of its work in comparison to the same period in the previous year, in accordance with the form prepared by the EGX. This should be notified to the board of directors upon approving the annual or periodic financial statements in contemplation of referring them to the auditor to include it as part of its report.

A listed company is required to disclose to the EGX and the FRA a summary of the resolutions of the shareholders meetings (ordinary and extra-ordinary general meetings) upon their adjournment. The listed company is also under an obligation to disclose to the EGX any cash distributions or distributions of bonus shares or both.

Related party transactions; acquisition of assets

Insiders, founders, principal shareholders (those owning 10% or more) and related parties shall not be parties to any agreements with the issuer except after obtaining the general assembly approval, provided that such disposal and all relevant details and information including the price and quantity shall be presented to the general assembly prior to undertaking such disposal and the concerned party shall not have the right to vote on such matter in the general assembly. The exception to this rule is any disposal undertaken by virtue of a public tender if the relevant party has presented the best offer.

An issuer is required to file disclosures with the EGX along with an auditor's report and an independent financial advisor report determining the fair price for the acquisition of assets or non-listed shares if the price thereof is equivalent to 10% of the equity rights of the issuer as per the most recent financial statements. This also applies in the case of a sale of the issuer's real property or immovable assets or its shares in unlisted companies if its value is equivalent to 10% or more of the equity rights of the issuer. A disclosure is in all events required, however where the acquisition price is less than the above referenced 10%, no independent financial advisor report is required nor is the transaction subjected to intensive regulatory scrutiny.

Inside information

The Listing Rules and the Capital Market Law aim at ensuring that information regarding material events that might affect the trading prices of listed securities is not exploited by those who have access to such information to make personal gains. The Listing Rules further seek to achieve that investors have adequate information made available to them on a timely basis.

The Listing Rules and Capital Market Law require listed companies to notify the EGX of their internal regulations which include the following:

• Prohibiting insiders (including the company's board members, the company's management, any individual that has access to certain information that is not made available to the public and main shareholders owning 20% or more of the company's capital (whether directly or through related parties)) from trading in any securities issued by the issuer within five business days prior to, and one business day after, publishing of any material information.
• Trading is only permissible after notifying the EGX using the form issued for that purpose, noting that execution shall take place within one month from the date of submitting the notice to the EGX.
• Mandatory sales, acquisitions through enforcing pledges and transactions made by funds or portfolios managed by independent fund/portfolio managers are exempted from the above notification requirements.