الهيئة العامة للرقابة المالية

• Delisting requires 75% shareholder approval at the General Assembly, including a majority vote from minority shareholders independent of any controlling shareholder.
• This amendment promotes fair and balanced shareholder rights, ensuring inclusive voting and aligning with international best practices.
• When 75% of a company’s shares are acquired by purchase offer, the authority for voluntary delisting shifts from the board of directors to a vote of the general assembly, promoting fairer governance.
• The approval of listed companies’ incentive and motivation systems will be transferred from the Stock Exchange to the Authority to streamline the process.
• Companies are required to submit a disclosure report regarding proposed incentive systems within two business days. Following the Authority’s approval of the report, companies must convene a general assembly meeting within a week.

Driven by its ongoing commitment to enhance financial stability, protect investor rights and foster an attractive investment climate conducive to the growth and expansion of all companies, FRA has developed and refined listing and delisting rules.  FRA’s Board of Directors issued Decree No. 46 of 2025 to amend Board of Directors Decree No. 11 of 2014, specifically addressing the rules governing the voluntary delisting of listed shares.

The new decree requires the approval of 75% of the attendees at the General Assembly.  Furthermore, in cases where a controlling shareholder exists, a majority vote from independent minority shareholders is also required.  This dual approval mechanism aligns with international best practices and ensures equitable treatment, preventing any single party’s interests from being favored over others.

The new amendment updates the rules governing voluntary delisting; specifically addressing situations where one or more shareholders exert control over the listed company’s General Assembly decisions and subsequently pursue voluntary delisting.  In such cases, the delisting decision mandates a dual approval process:  A 75% affirmative vote from all shareholders present at the General Assembly, and a majority affirmative vote from independent minority shareholders holding freely traded shares. Both approvals are necessary for the delisting to be authorized. This revised procedure aligns with international best practices, ensuring that no party is excluded from the decision-making process and that no single party’s interests are prioritized over others.

The Extraordinary General Assembly resolution for a company’s voluntary delisting must include provisions for purchasing shares from affected shareholders.  The buyback price will be the highest of three values: the highest closing market price during the month preceding the Board of Directors’ decision to call the meeting; the average closing market price over the three months prior to that decision; or the “fair value” determined by an independent financial advisor registered with FRA. This fair value assessment must be supported by an auditor’s report and disclosed at least 15 days before the General Assembly meeting.

Within five business days of the General Assembly’s delisting approval, the company must submit all required documentation to the Stock Exchange.  The Stock Exchange then has 20 business days from complete document submission to finalize the delisting. Share buybacks from affected shareholders can be conducted daily, following Stock Exchange rules.

For companies with 75% or more of their shares acquired via purchase offer, the authority to approve voluntary delisting shifts from the Board of Directors to the Extraordinary General Assembly. This change promotes fair and equal treatment, strengthens FRA oversight, and protects minority and freely traded share rights, while acknowledging controlling shareholder rights.

According to the new amendment, FRA now approves listed companies’ incentive systems instead of EGX. Since FRA ultimately approves and regulates these systems, it is best positioned to ensure adequate disclosure before the general assembly votes on them.  Companies are now required to submit a detailed disclosure report to FRA within two business days.  Following FRA’s approval and publication of this report, companies must convene a general assembly meeting to formally adopt the system within one week.  Furthermore, the previous practice of publishing a simple statement about the system has been replaced with the requirement to publish a comprehensive disclosure report.  After FRA’s approval, companies must also publish a summary of the adopted system.  These changes aim to expedite the approval timeframe, thereby reducing the time required for companies to implement these important programs.