List of Required Documents for Transferring Ownership of Securities Not Listed on the Egyptian Exchange (Over-the-Counter)

# Guidance Manual: Documents Required for Transferring Ownership of Securities Not Listed on the Egyptian Exchange (Over-the-Counter)

## First: Purpose of the Resource

This resource aims to assist parties involved in the transfer of ownership of securities not listed on the Egyptian Exchange (Over-the-Counter) in identifying and preparing the documents listed in the attached list according to the capacity of each party in the transaction.

## Second: Documents Required from the Issuing Company (Subject of Sale)

According to the attached document, the list includes:

- Commercial Register. - Articles of Association and all amendments thereto. - A copy of the financial statements for the last year, and a copy of the General Assembly minutes that approved them. - The declaration.

## Third: Documents Required from the Selling Client

According to the attached document, the list includes:

- A copy of the National ID card. - Signing the sell order. - Documents related to the shares subject to sale, which are: authorization to freeze shares, account statement after freezing shares, and a temporary certificate. - Signing the account opening contract.

## Fourth: Documents Required from the Buying Client (Egyptian Legal Entity)

According to the attached document, the list includes:

- A copy of the National ID card. - Signing the account opening and custody contract, or designating a custodian for the shares. - Signing the buy order. - Observing what is stated in the document regarding Article (7) of Resolution No. 94 of 2018 of the Financial Regulatory Authority, and evidence of the application of Resolution No. 135 dated 31/5/2016 regarding the buyer transferring the transaction value.

**Note:** References to the decisions and legal article above are as they appeared in the original document; their numbers, texts, or continued validity have not been verified here.

## Fifth: Important Notes Stated in the Document

1. If the company subject to sale has incurred losses exceeding half of the issued capital, the document mentions the necessity of holding a General Assembly to approve the continuation of the company. 2. If the company has a branch or activity in Sinai, the document mentions the necessity of obtaining the Investment Authority's approval for trading. 3. Consider membership guarantee shares, if any. 4. Payment of sovereign fees and expenses.

## Sixth: How to Use the List

1. Identify the parties to the transaction and the capacity of each party. 2. Review the section for each party and list the documents required from them. 3. Ensure the fulfillment of documents related to the shares subject to sale and the procedures for opening accounts, custody, and buy/sell orders. 4. Review the notes regarding the company subject to sale and any additional requirements or approvals applicable to the transaction. 5. Verify the final list and current regulatory requirements with the competent authority, custodian, or the entity executing the transaction before completing the ownership transfer.

## Seventh: Legal Disclaimer

This resource is a guidance list extracted from the attached document and is not a legal opinion or confirmation that all requirements contained therein are updated or applicable to every transaction. One should verify the applicable texts and regulatory decisions, and the actual requirements according to the parties to the transaction, the nature of the securities, and the procedures followed by the competent authorities.

## Source

The attached document titled: "Documents Required to Execute an Ownership Transfer Process for Securities Not Listed on the Egyptian Exchange (Over-the-Counter)." The file did not contain sufficient data to confirm the entity that prepared it or its approval date.