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

The Listing Rules set out certain general conditions that need to be met by any issuer in order to be listed on the EGX, in addition to certain specific conditions and criteria that need to be met for the specific types of securities.

General EGX standards

Any company wishing to list its shares on the EGX is required to register with the FRA prior to such listing and, accordingly, must comply with the following conditions, which generally apply to all issuers seeking to list securities on the EGX:

• Securities must be registered in the central depository and registry system. Furthermore, the authorized capital for the company that wishes to register its securities may not exceed five times the issued share capital.
• By laws of the issuer must be entirely free of any transfer restrictions, except as mandated by law (for example, there can be no first refusal rights or similar restrictions).
• All securities of the same type must be listed, as well as any subsequent issuances, and pre-emptive rights (that is, there can be no partial listing of the issued and outstanding shares).
• Issuer must establish a website once listed and prior to any securities trading being authorized, which will be utilized for posting the issuer's annual and periodic financial statements, audit reports and other relevant information and data disclosures prescribed by the EGX.
• Filing of the listing request must be undertaken by the legal representative of the issuer or a certified listing agent.
• Issuer must enter into an agreement with the EGX, setting out the rights and obligations of the parties, and addressing breaches and remedies.
• The cumulative voting method must be used to elect members to the board of directors whenever possible, in order to facilitate proportional representation.
• The issuer's board of directors should be 25% comprised of female members with a minimum of two female members.
• Prohibition of the combination of the position of the president/ Chairman of the Board of Directors with the position of the managing director or CEO of the company, unless an exception is obtained from the regulator.

 Additional requirements for listing Egyptian shares

In addition to the general standards described above, a domestic issuer seeking a listing of shares must also satisfy the following criteria:

• At least 25% of the total registered shares of the issuer must be offered, or 0.025% of the total free float capital of the EGX (subject to a minimum of 10% of the issuer's shares) or shares equivalent to the value of 1% of the total free float capital in the EGX.
• At least 300 shareholders must hold the issuer's shares, provided that the shares allocated to such shareholders are distributed in accordance with the guidelines set by the EGX to ensure that it is a bona fide offering.
• The issuer must be in compliance with the above conditions if: (i) at the time of submission of the listing request, at least 25% of its capital or 0.025% of the total free float capital of the EGX with a minimum of 10% of the issuer's shares are owned by shareholders other than the main shareholders; and (ii) has at least 300 shareholders and such shares should not be pledged. A disclosure report should be published prior to the trading of the issuer's shares.
• The percentage of the free float shares must be maintained at no less than 10% of the total shares of the issuer or 0.0125% of the total free float capital of the EGX (subject to a minimum of 5% of the issuer's shares) or shares equivalent to 0.50% of the total free float capital of the EGX.
• At least five million shares must be listed.
• The issuer must provide financial statements for the two full consecutive financial years preceding the listing application, which must be prepared in accordance with Egyptian Accounting Standards, audited by an auditor registered with the Financial Regulatory Authority (FRA) and approved by the company's general assembly of shareholders.
• The issued capital must be fully paid and may not be less than EGP100 million (approximately US$3.23 million), or its equivalent in foreign currency. This is based on the latest annual financial statements or periodic financial statements, which are accompanied by a comprehensive audit report from the auditor and certified by the general assembly of the company; and the rights of the shareholders in the last annual or periodic financials prior to the date of the request for registration may not be less than the capital paid.
• The issuer generally must undertake to lock up the stake of principal shareholders at a level of 51% of the shares they hold in the issuer, for a period of at least two fiscal years from the date of launching of the public offering on the EGX, subject to certain exceptions that may be approved by the FRA. Principal shareholders include any shareholder that owns, directly or indirectly, 10% or more of the shares of the issuer.
• The issuer must provide a report on its business, management structure, prior activities, and the corporate governance to be in place after listing.
• The net profits of the issuer (before tax deductions and generated from carrying out the activities of the issuer in accordance with its objective as contained in the bylaws) for the fiscal year preceding the listing may not be less than 5% of the issued capital, subject to certain exceptions that may be approved by the FRA.
• It is worth noting that certain exceptions to the above general criteria are provided for under the Listing Rules and are subject to approval of the FRA. These exceptions include (amongst other things) a temporary listing of an issuer until the relevant criteria is satisfied.  

 Additional requirements for listing foreign securities

In addition to the general standards described above, a foreign issuer seeking a listing of securities has two options, to list (i) Egyptian depository receipts (EDRs), or (ii) shares. The foreign issuer must also satisfy the following criteria (taking into consideration any agreement or memorandum of understanding entered into by the FRA/EGX and a foreign exchange or securities regulator in the jurisdiction in which the issuer has its primary listing):

(i)         Requirements for EDRs

• EDRs may be registered and offered within a month from the date of the issuance of the issuer's registration with the FRA, with the offering based on a disclosure report approved by FRA in accordance with the prepared form. This period may be extended with the approval of the FRA.
• Submit an application for the approval of the FRA for issuance of EDRs with a nominal value of at least EGP100 million (approximately US$3.23 million), or its equivalent in another currency.
• At least 150 holders of EDRs must exist after the offering.
• The percentage of the free float EDRs may not be less than 5% of the total EDRs.
• The shares underlying the EDRs must be listed on one of the foreign stock exchanges that is supervised by a supervisory body having a role and authorities similar to those of the FRA.
• The foreign issuer must undertake to provide the EGX with financial statements, prepared in accordance with Egyptian Accounting Standards, International Accounting Standards or US Accounting Standards, as well as submit the board of directors' report and an Arabic translation of the financial statements to be published on its website.
• The foreign issuer must satisfy the profitability and shareholders' rights requirements, required for listing shares of Egyptian companies.

In order to maintain its listing on the EGX, the issuer must maintain the minimum required free float, minimum number of EDR holders, and the minimum required nominal value of the EDRs described above.

In all cases, the Listing Rules restrict foreign issuers from listing on the EGX a portion of their securities in the form of EDRs and another portion in the form of shares at the same time.

The EGX may issue a preliminary approval conditioned upon fulfilment of the fifth item above (that is, listing the shares subject of the EDRs on a foreign stock exchange), and the final approval would be issued by the EGX after verifying that such condition has been satisfied.

(ii)        Requirements for listing shares

In addition to the general standards described above, a foreign issuer seeking a listing of foreign shares must obtain the prior approval of the FRA and satisfy the following criteria:

• The shares must be listed on one of the foreign stock exchanges that is supervised by a supervisory body having a role and authorities similar to those of the FRA.
• The shares should be denominated in a foreign currency convertible into EGP, or in EGP.
• The foreign issuer must undertake to provide the EGX with its financial statements, which must be prepared in accordance with Egyptian Accounting Standards, International Accounting Standards or US Accounting Standards, as well as submit the board of directors' report and an Arabic translation of the financial statements to be published on its website.
• The capital of the foreign company to be listed must be at least US$100 million (or, in the case of small and medium sized companies, US$10 million).
• The number of shareholders may not be less than 150 after the offering.
• The nominal value of the shares to be listed may not be less than EGP100 million (US$3.23 million) or its equivalent in foreign currency.
• The percentage of the free float shares may not be less than 5% of the total shares of the issuer. If the company is not listed on a foreign exchange, it can be listed provided that more than 50% of its ownership rights, assets and revenues derive from Egyptian subsidiaries. The minimum amount for the capital and the paid amount is the same as the requirements for listing Egyptian shares.
• The foreign issuer must have a legal representative in Egypt.

A foreign issuer’s shares may be registered if it was not listed on a foreign exchange, provided more than 50% of its ownership rights, assets and revenues derive from Egyptian subsidiaries. The foreign issuer must provide financial statements for the two full consecutive financial years preceding the listing application, which must be prepared in accordance with Egyptian Accounting Standards, International Accounting Standards or US Accounting Standards, provided that it is committed to preparing its financial statements after registration in accordance with Egyptian Accounting Standards, to be audited in accordance with such standards.

Continued listing standards

In order to maintain its listing on the EGX, a foreign issuer must maintain the applicable minimum number of shareholders, minimum free float, and minimum number of listed shares described above. If these criteria are not met for three months (or lapse of an additional grace period to be granted by the EGX), a listed company may be the target of suspension and delisting procedures.