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Articles of Association of

Al Baraka Bank Egypt S.A.E  d:\Wd31\Finance

Section One Founding the

Article 1

A joint- company has been founded pursuant to the laws in force in the Arab Republic within the scope of the System of Investing Arab & Foreign Funds and Free Zones issued by Law no. 43/1974 amended by Law no. 32/1977, pursuant to the provisions of the Islamic law and pursuant to these Articles of Association and the terms mentioned hereunder :

Article 2

Name of the Company : Al Baraka Bank Egypt (Egyptian Joint-Stock Company).

Article 3

The Company’s Head Office and legal domicile shall be in Giza Governorate at 60 Mohy El Din Abu El Ezz St., Dokki. The may establish branches or agencies therefor in Egypt or abroad.

Article 4

The duration of the Bank shall be fifty years commencing on the date of issuing the ministerial resolution licensing the founding of the Bank. The General Authority for Free Zones and Investment must approve any prolonging to the duration of the Bank which will be ratified by the Head of the Authority.

Article 5

The objective of the company is the practice of all banking, financial and commercial transactions authorized to commercial banks pursuant to amended Law no. 43/1974, amended Law no. 163/1957, by Law no. 120/1975 and the other Egyptian laws regulating the business of banks, in the Egyptian currency and foreign currencies whether to its account or the account of third party or in participation with it; in addition to carrying out the businesses authorized to commercial banks as well as the assumption of all what is required by the development works and projects.  d:\Wd31\Finance

In general, the Company shall undertake all banking, commercial, financial and investment businesses authorized to commercial banks, provided in all cases that the practice of the Company to its activity would not be based on usury and would agree with the tolerant provisions of the Islamic law.

The Company, in particular and for the sake of achieving its objectives, may carry out the following :

1. Open bank accounts and accept the different kinds of deposits in the Egyptian and foreign currencies. 2. Invest the funds for the account of investors by agreement with one investor or more in the form of an investment vessel or specialized projects. 3. Issue letters of guarantees, bank guarantees and credit cards. 4. Issue Islamic shares and bonds on behalf of third party, receive their subscriptions and practice all businesses related thereto in the local, Arab and international markets. 5. Introduce and manage the mutual funds system in the different activities through the Bank in the manner that agrees with the nature of the banking business; without prejudice to the provisions of the Law of Banks and Credit, provided that such vessels would be within the framework of the deposit accounts (investment). 6. Provide technical, economic, financial, administrative, marketing and consulting counseling services for projects and prepare the investment and feasibility studies related thereto. 7. Seek by all means the growth and activation of investment in the different development sectors whether by financing or founding new projects or expanding and evolving existing projects whether to the account of the Company, the account of third party or in participation with it. 8. Provide goodwill loan services to develop skills, crafts and open the doors of social cooperation. 9. Obtain - in general and without limitation - monetary resources from local and global capital markets in a manner that agrees with the provisions of the Islamic law to invest them in the different activity aspects of the Company and in the manner that does not contradict the rules of dealing with foreign currency in force in the Arab Republic of Egypt.  d:\Wd31\Finance

10. Carry out all other businesses and services authorized to commercial banks that are required by the activity nature of the Company.

The Company may contribute with third party to the founding of other with similar objectives. The Company may also have interest or participate in any way with other companies that practice businesses similar to its own, or that may assist it in achieving its objective in Egypt or abroad. It may acquire such companies, adjoin them to it or merge into them by the approval of the General Authority for Free Zones & Investment.

Section Two Capital of the Company

Article 6

The Bank's authorized capital has been fixed in the sum of EGP 1,000,000,000.00 (one billion Egyptian pounds), and the Bank's issued capital has been fixed in the sum of EGP 707537495 (seven hundred & seven million, five hundred & thirty seven thousand, four hundred ninety five Egyptian pounds ), distributed over 101076785 ( one hundred & one million, seventy six thousand, seven hundred &eighty five) shares, the value of each share amounting to EGP 7.00 (seven Egyptian pound) or its equivalence in the American dollar; all being cash shares.

Article 7

The capital of the Company comprises 101076785 shares whose value amounts to EGP 707537495 (seven hundred & seven million, five hundred & thirty seven thousand, four hundred ninety five Egyptian pounds ) , all being cash shares. Subscription for the capital of the Bank was carried out in the manner indicated in the enclosed table: Name Nationality Number of Value of shares shares Al Baraka Bahrain 74474987 521324909 Banking Group Misr Egyptian 3014971 21104797 Company  d:\Wd31\Finance

Misr Insurance Egyptian 2603857 18226999 Life Company Dallah Company for Egyptian 3847118 26929826 Real Estate Investment Mohsen Badr Ali Egyptian 1160258 8121806 Khalafallh Other

Shareholders

Egyptians & 15975594 111829158 foreigners Total 101076785 707537495

The rate of contribution of Egyptians amounts to 24.91%.

The issued capital amounting to EGP 615249992 ( six hundred & fifteen million, two hundred forty nine thousands, nine hundred & ninety two Egyptian pounds ) has been settled.

The cash increase in the capital amounting to EGP 92287503(ninety two million, two hundred eighty seven thousand, five hundred & three Egyptian pounds) has been settled in cash pursuant to the due profit gained from the shareholders in 2011; accordingly the issued and settled capital after the increase would become EGP 707537495 (seven hundred & seven million, five hundred & thirty seven thousand, four hundred ninety five Egyptian pounds).

Article 8

The full value of the shares has been paid at the time of subscription. The shareholders have subscribed for the capital of the Company in full as follows : (pursuant to the enclosed statements).

The shareholders have paid the full value of the shares in which they subscribed in Banque Misr, Banque du Caire and the Islamic Bank for Investment and Development registered with the Central Bank of Egypt.

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Article 9

The outstanding balance of the value of each share must be paid within a period of three years at most from the date of the issuance of the ministerial resolution licensing the increase of the Company's capital on the dates and by the method designated by the General Assembly. The General Assembly shall be entitled to delegate the Board of Directors to do so, provided that such dates would be announced at least fifteen days ahead of their arrival. The paid amounts shall be recorded on the shares' certificates, and each share which has not been correctly annotated to the effect of settling all amounts due shall inevitably be abrogated from trading.

Any amount due for settlement in respect of the remaining value of the share, the payment of which is delayed beyond the date specified therefor, shall bear indemnity for the damage sustained by the Company till the date of settlement or any other indemnities; in particular those entailing from the default in settling the foreign currency. The Company's Board of Directors shall be entitled to sell these shares for the account of the defaulting shareholder, at his financial obligation and on his responsibility without need to notice or judicial proceedings after taking the following measures :

A. Warn the defaulting shareholder by virtue of registered mail with acknowledgment of receipt, telex or fax to his address indicated in the Company's registers and the lapse of sixty days from the foregoing. B. Advertise in one of the daily newspapers or the Companies Sheet the numbers of shares whose owners have defaulted in settling their value. C. Furnish the shareholder, by virtue of registered mail with acknowledgment of receipt, by telex or fax, with a copy of the advertisement and the issue of the newspaper or sheet in which it was published and the lapse of fifteen days from that date.

Certificates of shares sold in this manner shall inevitably be abrogated, provided that new certificates in substitution for the previous ones would be delivered to the buyers bearing the same numbers of the old certificates mentioning that they are substitutes to the abrogated certificates.  d:\Wd31\Finance

The Stock Exchange wherein the shares of the Company are listed shall be informed of the foregoing; while observing the stipulation of Article 6 of the Executive Regulations for Law no. 95/1992.

The Board of Directors of the company shall deduct from the proceeds of sale the claims due to the company comprising the principal, indemnities and expenses, after which the account of the shareholder whose shares were sold shall be settled either by refunding any excess or claiming him for the difference in case of deficit.

The resort of the Company to use its right prescribed in the previous paragraph shall not prejudice its right - at the same time or at any time thereafter - to resort to all other rights and guarantees authorized by the laws.

Article 10

Shares certificates shall be extracted from a book with counterfoils, shall be given serial numbers and shall be signed by two members of the Board of Directors to be appointed by the Board, and stamped by the seal of the company.

The share must particularly mention the name of the Company, its legal entity, the address of its head office, its objective in brief, duration, date, number and place of its registration in the Commercial Register, the value of the capital and the number of shares over which it is distributed, the kind of shares, their properties, nominal value, the amount paid thereof and the name of the owner in nominal shares as well as the number and date of the ministerial resolution licensing its founding, the number and date of publishing it in the Investment Sheet and the date fixed for the convening of the Ordinary General Assembly

Shares shall have serial numbered coupons which shall also indicate the number of the share.

Article 11

The ownership of shares shall be transferred by completing their listing for trade on the Stock Exchange or by recording the transaction with it - if the shares

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were not listed on it. Such disposal shall be established in a special register with the Company within one week from furnishing it with the foregoing whether by the Stock Exchange or the party concerned.

And although the assignment has taken place and is registered in the Company’s register, both the original subscribers and the subsequent assignors shall remain jointly liable among themselves with their assignees for the amounts still outstanding of the value of shares so assigned until the value of shares has been settled. In all cases, the joint liability shall lapse after two years from the date of establishing the assignment in the said register.

Two members of the Board of Directors shall sign the certificates attesting the recording of the nominal shares in the ownership transfer register.

With regards to the devolvement of shares to third party by inheritance or legacy, the heir or the legatee must request recording the transfer of ownership in the said register.

If the transfer of the security’s ownership was in execution to a final ruling, recording in the registers shall be carried out according to the substance of this ruling pursuant to submitting the documents evidencing the foregoing.

In all cases, the share shall be annotated to the effect of the transfer of ownership in the name of the assignee.

Article 12

All shares of the same type shall be subject to the same obligations. The shareholders shall only be obligated by the value of each share, where their obligations may not be increased.

Article 13

The ownership of the share shall inevitably entail accepting the company's Articles of Association and the resolutions of its General Assembly.

Article 14

Each share shall be indivisible.

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Article 15

Neither the heirs of a shareholder nor his creditors may, under any excuse, demand that the company's books, portfolios or properties be sealed, request its division nor its sale in whole by reason of indivisibility, nor shall they interfere in any way in the management of the company.

In exercising their rights, they must depend on the Company's inventory lists, its final accounts and the resolutions of the General Assembly.

Article 16

Each share shall rank pari passu with each other share of the same kind, without any preference in dividing the profits and in the ownership of the company's assets upon liquidation.

Article 17

Dividends due on the share shall be paid to the last owner whose name is recorded in the company's register who shall be the only one entitled to receive all sums due for the share whether such sums represent dividends or a share in the company's assets.

Article 18

Without prejudice to the provision of Article 33 of Law no. 159/1981, the Company's capital may be increased by issuing new shares by the same nominal value of the original shares. It may also be decreased after obtaining the approval of the General Authority for Investment and Free Zones (GAFI).

It shall not be allowed to issue the new shares at a value that is less than their nominal value. If they were issued at a higher value, the difference shall inevitably be added to the legal reserve. The capital shall be increased or decreased by a resolution adopted by the shareholders General Assembly pursuant to the proposal of the Board of Directors indicating in case of increase, its amount, the share issue price and the extent of the  d:\Wd31\Finance

right of the existing shareholders in precedence for subscribing for such increase.

The shareholders in the original issue may be exempted from the share premium and the previous increases pro rata their shares in the capital. It shall indicate in case of decrease, the amount of such decrease and its manner.

Section Three Bonds

Article 19

Taking into consideration the provisions of Articles 49, 50, 51 & 52 of Law no. 159/1981 and its Executive Regulations, the General Assembly may decide to issue any kind of bonds. This resolution shall indicate the value of the bonds and the conditions of their issue. The resolutions of the Ordinary General Assembly issued in this concern shall not be implemented except by the approval of the GAFI.

Section Four The Management of the Company

Chapter One The Board of Directors of the Company Article 20 The Company shall be managed by a Board of Directors whose majority shall be from among Egyptians, comprising at least eleven members and at most fifteen members to be appointed by the General Assembly, apart from those admitted to the Board from among the experienced. It shall be observed in the appointment of the members of the Board of Directors that their number would be odd and that the shareholders would be represented by a number of members pro rata their share in the capital

As an exception to the abovementioned appointment method, the founders of the Company have appointed the first Board of Directors for the Company.

It is conditional for the members of the Board of Directors that each one of them would own a number of the  d:\Wd31\Finance

Company’s shares whose value would not be less than five thousand Egyptian pounds.

The Board of Directors may admit new members who meet the membership conditions to fill the vacancies that occur during the financial year. It must carry out the foregoing if the number of members falls short of half the number of members of the Board.

The members appointed in the manner set forth in the preceding paragraph shall assume office immediately, provided that their matter would be put forward before the General Assembly in its first meeting, where it may either decide their appointment or appoint other members instead.

The Board of Directors may admit to its membership two experienced members who do not meet the shares ownership condition in application to the stipulation of Article 91 of the Law of Companies no. 159/1981.

Article 21

Members of the Board of Directors shall be appointed for a term of three years. At the end of this term, the Board shall be renewed in full. It is always possible to re- elect the members whose term of membership has expired.

The provisions of this article shall not prejudice the right of the body corporate - if any - on the Board of Directors to substitute its representative on the Board in the manner indicated in the Executive Regulations for the Law of Joint-Stock Companies.

The member of the Board of Directors is entitled, when necessary, to delegate one of his colleagues on the Board to represent him. In such case, this member shall have two votes. The member of the Board of Directors may not be a delegate for more than one member. In all cases, the number of principals’ votes must not exceed one third of the votes of the attendants. The natural person shall not be allowed to delegate on his behalf any person apart from the members of the Board to attend its meetings.

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Article 22

The Board of Directors shall appoint from among its members a part-time Chairman and may appoint a Vice- Chairman to replace him in case of his absence.

Should both the Chairman and the Vice-Chairman be absent, the Board shall appoint a member to carry out temporarily the duties of the Chairmanship.

The Chairman of the Board of Directors shall represent the Company before the judiciary and third party.

Article 23

The Bank shall have one Egyptian Managing Director to be selected by the Board of Directors from among two to be nominated by the Egyptian side on the Board, provided that the nominees would well experienced and efficient in the banking business.

The Board of Directors shall determine the competencies and remunerations of the Managing Director. It may also set up from among its members one committee or more, to which it may grant some of its competencies or entrust it/them with observing the progress of business at the Company and the implementation of the decisions of the Board.

Article 24

The Board of Directors shall hold its sessions at the Company's Head Office whenever its interest calls for its convening pursuant to the invitation of the Chairman of the Board or the request of five members of the Board of Directors. The Board must convene at least four times during each financial year. It shall not allowable for four full months to lapse without the convening of the Board.

The Board may also convene outside the Company's Head Office, provided that all its members would be present or represented in the meeting and provided that such meeting would be in Egypt or the City of Jeddah in the Kingdom of Saudi Arabia, if there is need to do so.

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Article 25

Members of the Board of Directors, upon carrying out the duties of their positions within the limits of their mandate, shall bear no responsibility in respect of the obligations of the Company.

Article 26

The remuneration of the Board of Directors shall comprise the percentage stipulated in Article (53) of these Articles of Association, and the attendance allowance whose value shall be determined by the General Assembly every year.

Article 27

The meeting of the Board shall not be held valid unless attended by the majority of its members including the Chairman or his deputy, as the case may be. The decisions of the Board shall be adopted by the majority of its attending members. If votes equate, the Chairman shall have the casting vote.

Article 28

Taking into consideration the provisions of Articles from 96 to 101 of the Law of Companies no. 159/1981 and its Executive Regulations, the Board of Directors shall have the widest powers in managing the company, with the exception of those matters explicitly reserved by the Articles of Association for the General Assembly. Without limitation to such powers, it may take all actions, lay down the regulations relating to the administrative, financial and personnel affairs, and their financial treatment. The Board shall also lay down special regulations for organizing its work, meetings and the distribution of powers and responsibilities.

Article 29

The Chairman of the Board of Directors or his deputy, as the case may be, the Managing Director and each other member delegated by the Board for this purpose, shall each have the right to sign solely on behalf of the company.

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The Board of Directors shall have the right to appoint several managers or attorneys and empower them also to sign on behalf of the company severally or jointly.

The Board of Directors shall also select one Islamic law controller or more, or an Islamic law controllers council to monitor the compliance of the Bank in its businesses to the provisions of the Islamic law. The Board shall determine the term of his/its appointment and remunerations.

Chapter Two The Auxiliary Administrative Committee

Article 30

The Board of Directors shall set up an auxiliary administrative committee from among the staff in which the Egyptians and foreigners shall be represented whenever the number of staff reaches 1000 (one thousand).

Article 31

The said committee shall be competent with studying all matters relating to studying the programs of the Company's work force, raising production and its development; taking into consideration the right economic management and the good use of the available resources; in addition to other matters as may be referred to it by the Board of Directors, its Chairman or the Managing Director.

The committee shall table its recommendations and the results of its studies before the Board of Directors.

Article 32

The Committee shall appoint from among its members a Chairman, and in the event of his absence it shall appoint the member who shall assume temporarily the duties of the Chairmanship.

The Managing Directors or whoever he delegates from among the members of the Board of Directors and a number of executive managers to be determined by the Managing  d:\Wd31\Finance

Director shall attend the meetings of the Committee without having a countable vote in deliberations.

Article 33

The Board of Directors shall assume laying down the terms and conditions governing the selection of the members of the Auxiliary Administrative Committee, the term of membership, the method of renewal of membership, its system of work and the remuneration of its members. The Committee shall convene at least once every two months, and its meetings shall not be held valid unless attended by at least one third of the members.

The decisions shall be issued by the majority of the attendants' votes, and in the event of equality of votes the Chairman or whoever acts on his behalf shall have the casting vote.

Article 34

The Committee shall prepare an annual report in the course of the Company's financial year to be put forward before the Board of Directors, indicating therein the subjects referred to it, its recommendations in their concern and the proposals it deems appropriate to be put forward before the Board, the implementation of which shall achieve the Company's interests.

Section Five The General Assembly

Article 35

The General Assembly shall represent all shareholders, and it may only convene in the country of the head quarter .

Article 36

Each shareholder shall be entitled to attend the Shareholders’ General Assembly either in person or by delegating another. A shareholder who is not a member of the Board of Directors may not delegate one of the members of the Board of Directors to attend the General Assembly on his behalf.  d:\Wd31\Finance

To be valid, a proxy must be established by means of an official written Power of Attorney or its signatures are authenticated, and the attorney-in-fact would be a shareholder.

A shareholder who is not a body corporate in his original capacity, in his capacity as delegate for third party or the two capacities together may not represent a number of votes exceeding 40% of the number of votes prescribed for the shares of the attendants. IN all case, the number of shares held by the attorney-in-fact in this capacity must not exceed 5% of the capital

The Board of Directors must be represented at the General Assembly by no less than the required for the validity of its meetings in cases other than when the number of members of the Board of Directors falls below this number. Members of the Board of Directors may not fail to attend the General Assembly except by an acceptable excuse.

In all cases, the meeting shall not be invalidated if attended by at least three members of the Board of Directors among whom shall be the Chairman, the Vice- Chairman or one of the Managing Directors, provided however that all the other conditions for holding the meeting stipulated by the Law and by the Executive Regulations are met.

Article 37

Shareholders who desire to attend the General Assembly shall have to prove that they have deposited their shares at the Company's Head Office or with any of the banks in Egypt or abroad that were specified in the invitation notice at least three full days prior to the convening of the General Assembly. It shall not be allowed to register any transfer of shares in the Company’s register from the date of publishing the invitation for convening till the closing of the General Assembly.

Article 38

The General Assembly shall be headed by the Chairman of the Board of Directors, and his deputy in case of his  d:\Wd31\Finance

absence or the member of the Board of Directors temporarily acting on his behalf.

The Chairman shall appoint at the beginning of the meeting, the Assembly's secretary and the tellers, provided that the General Assembly would endorse their appointment.

Article 39

The Ordinary General Assembly of shareholders shall convene annually on the invitation of the Chairman of the Board of Directors, at the place and date determined in the invitation notification, within the six months following the end of the Company's financial year.

The Board of Directors may decide to invite the General Assembly whenever there is need to do so.

It shall be imperative upon the Board of Directors to invite the Ordinary General Assembly to convene if requested to do so by the Accounts Controller, or by a number of shareholders representing at least 5% of the Company’s capital, provided that they would indicate the reasons behind their request and deposit their shares at the Head Office of the Company, with one of the accredited banks or one of the banks abroad. Such shares may not be withdrawn except after the closing of the General Assembly.

The Accounts Controller or the competent administrative body may invite the General Assembly to convene whenever the Board of Directors shows leniency in addressing the invitation despite the need to do so and the lapse of one month from the occurrence of the incident or the start of the date on which the invitation to convene should be addressed.

The competent administrative body may also invite the General Assembly to convene if the number of members of the Board of Directors falls short of the minimum required to achieve quorum, or if the members complementing such number refrain from attending. In all cases, the expenses related to the invitation shall be borne by the Company.

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A copy of these papers shall be sent to the General Authority for Free Zones and Investment and the Companies Administration at the same time in which the invitation is published or sent to the shareholders.

Article 40

The annual Ordinary General Assembly of the Company shall convene to look in particular into the following :

A. The election of the members of the Board of Directors or their discharge. B. Monitor the work of the Board of Directors and look into discharging it of responsibility. C. Reconcile the balance sheet and the profit and loss account. D. Endorse the report of the Board of Directors on the activity of the Company. E. Approve the distribution of the dividends, fix the remunerations and allowances of the members of the Board of Directors. F. Appoint the Accounts Controller and fix his fees. G. All what the Board of Directors, the competent administrative body or the shareholders owning 10% of the capital deem putting forward before the General Assembly.

Article 41

It shall be imperative upon the Board of Directors to prepare for every financial year – on a date that would allow the convening of the General Assembly of the shareholders within six months at most from its ending date - the Balance Sheet of the Company, the Profit & Loss Account and a report on the activity of the Company during the financial year and its financial position at the end of the same year; all pursuant to the terms, conditions and data determined by the Executive Regulations for Law of Joint-Stock Companies.

The Board of Directors must publish the Balance Sheet, the Profit & Loss Account, a detailed summary of its report and the full text of the report of the accounts controller at least twenty days prior to the convening of the General Assembly.

It may be sufficient however to send a copy of the papers indicated in the first paragraph to each shareholder by  d:\Wd31\Finance

registered mail at least twenty days prior to the convening date of the General Assembly.

Article 42

The notification inviting the General Assembly to convene must be published twice in two daily newspapers, provided that the second one would be published after the lapse of at least five days from the date of the publishing the first one.

It may be sufficient however to send a copy of the invitation notification to the shareholders to their addresses established in the registers of the Company by registered mail or deliver them by hand against a signature.

A copy of what is published or served to the shareholders in the manner indicated in Articles 41 and 42 shall be sent to the Companies Administration, the General Authority for Free Zones and Investment, the Capital Market Authority and the representative of the Bonds Bearers Group at the same time in which the publishing or the dispatch to the shareholders takes place.

Article 43

The convening of the Ordinary General Assembly shall not be held valid unless attended by shareholders representing at least 50% of the capital. In case quorum is not achieved in the first meeting, an invitation must be addressed to the General Assembly for a second meeting to convene within the thirty days following the first meeting.

Invitation to the first meeting may be sufficient if the date of the second meeting is specified in it.

The second meeting shall be deemed validly held irrespective of the number of shares represented in it.

The resolutions of the Ordinary General Assembly shall be adopted by the absolute majority of shares represented in the meeting.  d:\Wd31\Finance

Article 44 The Extraordinary General Assembly shall be competent with amending the Articles of Association of the Company, taking the following into consideration :

A. The liabilities of shareholders may not be increased, and shall be considered null and void any resolution adopted by the General Assembly entailing the encroachment on the basic rights of the shareholder which he derives in his capacity as a partner. B. Objectives complementing, related to or close to the Company’s original objective may be added by the approval of General Authority for Free Zones and Investment. C. The Extraordinary General Assembly may look into prolonging or shortening the Company's duration, its premature dissolution, changing the rate of loss leading to the mandatory dissolution of the Company or its merger.

If the Company’s losses reach half the issued capital, it shall be imperative upon the Board of Directors to proceed with inviting the Extraordinary General Assembly to look into either dissolving the Company or its continuation.

No amendment into the Articles of Association of the Company shall be implemented except by the approval of General Authority for Free Zones and Investment.

Article 45

Taking into consideration the provisions pertaining to the Ordinary General Assembly, the following provisions shall apply to the Extraordinary General Assembly :

A. The Extraordinary General Assembly shall convene pursuant to the invitation of the Board of Directors. It shall be imperative upon the Board to address the invitation if so requested by a number of shareholders representing at least ten 10% of the capital on serious grounds, provided that these shareholders would deposit their shares at the Company's Head Office or with one of the accredited banks. Such shares may not be withdrawn until the closing of the  d:\Wd31\Finance

General Assembly. Should the Board fails to invite the General Assembly within one month from presenting the said request, those shareholders may submit their request to the competent administrative body which in turn shall assume addressing the invitation. B. The meeting of the Extraordinary General Assembly shall not be validly held unless attended by shareholders representing at least three quarters of the capital. Should the minimum number fail to attend the first meeting, an invitation shall be addressed for a second meeting to convene within thirty days following the first meeting. The second meeting shall be deemed validly held if attended by a number of shareholders representing at least half of the capital; otherwise the invitation shall drop. C. Resolutions of the Extraordinary General Assembly shall be adopted by the majority of two thirds of the shares represented in the meeting. However, if the resolution is related to increasing or decreasing the capital, the premature dissolution of the Company, changing its original objective or its merger, the resolution in such cases must be adopted by the majority of three quarters of the shares represented in the meeting.

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Article 46

The General Assembly shall only deliberate over items tabled on the agenda of the meeting. Nevertheless, it shall be entitled to discuss grave incidents that unravel themselves in the course of the meeting.

Taking into consideration the provisions of the said Law of Joint-Stock Companies, its Executive Regulations and the provisions of these Articles of Association, the resolutions adopted by the General Assembly shall be binding to all shareholders whether they attend the meeting where such resolutions are adopted, are absent or dissidents.

It shall be imperative upon the Board of Directors to implement the resolutions of the General Assembly.

Article 47

The names of attending shareholders shall be recorded in a special register establishing their attendance and whether in person or by proxy. This register shall be signed prior to the start of the meeting by the Accounts Controller and the tellers.

Each shareholder attending the General Assembly shall be entitled to discuss the subjects listed on the agenda and to question the members of the Board of Directors and the Accounts Controller in their concern.

The questions must be submitted in writing to the Head Office of the Company by registered mail or handed against receipt, at least three days prior to the convening of the General Assembly.

The Board of Directors shall answer the questions raised by the shareholders and their queries to the extent that the interests of the Company and the public interest are not exposed to any harm. Should the shareholder find the answers unsatisfactory, he may refer to the General Assembly whose decision shall be enforceable.

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Voting in the General Assembly shall be held in public. It must be held by ballot if the resolution is concerned with the election of the members of the Board of Directors, their removal, filing a liability lawsuit against them, or if so requested by the Chairman of the Board of Directors or a number of shareholders representing at least one tenth of the votes attending the meeting.

Members of the Board of Directors shall not be entitled to participate in voting over resolutions of the General Assembly related to fixing their salaries and remunerations, clearing their obligations or discharging their responsibility in respect of management.

Article 48

A transcript of the meeting shall be drawn up comprising evidence of attendance, the existence of a quorum for the meeting and the attendance of the representatives of the administrative bodies or the legal representative of the Bond Bearers Group.

The transcript shall also include an adequate summary of all discussions of the General Assembly, a record of all what has taken place in the course of the meeting, the resolutions adopted in the Assembly, the number of votes in favor and against, and all that what the shareholders may request to be established in the transcript.

The transcripts of the meetings of the General Assembly shall regularly be recorded in a special register after each session. The transcript and register shall be signed by the Chairman of the session, the Secretary, the tellers and the Accounts Controller.

A copy of the transcript of the General Assembly's meeting must be sent to the General Authority for Free Zones and Investment within one month at most from the date of its convening.

Article 49

Without prejudice to the rights of bona fide third party, it shall be considered null and void any resolution adopted by the General Assembly which runs counter to the provisions of the law or the Company's Articles of Association.  d:\Wd31\Finance

Likewise, any resolution adopted for the benefit or harm of a certain category of shareholders or which may confer special advantage on the members of the Board of Directors or others without regard to the interests of the Company, may be invalidated.

Requesting invalidation in such case shall only be allowed to shareholders who have objected to the resolution in the session’s transcript or those who failed to show up by an acceptable reason. The competent administrative body may act on their behalf in requesting invalidation if they submit serious grounds.

As a result of an invalidation ruling, the resolution shall be deemed nonexistent as regards all shareholders, and it shall be imperative upon the Board of Directors to publish a summary of the ruling rendering invalidation in one of the daily newspapers and in the Companies Sheet.

The invalidation lawsuit shall drop after the lapse of one year from the date of issuing the resolution. The filing of the lawsuit shall not entail suspending the implementation of the resolution unless the court rules so.

Section Six The Accounts Controller

Article 50

Taking into consideration the provisions of Articles 103 till 109 of the said Law of Joint-Stock Companies and its Executive Regulations, the Company shall have one Accounts Controllers or more who shall meet the conditions stipulated in the Law of Practicing the Accounting and Auditing Profession to be appointed by the General Assembly which shall determine his fees.

As an exception to the foregoing, the founders have appointed Mr. Azmy Mohamed Abboud (Office of Ragheb, El Gamal & Abboud and Associates) at 22 Kasr El Nile St. Cairo and Mr. Mohamed Mohamed Fahmy (Office of Hazem Hassan & Associates) at 72 Mohy El Din Abu El Ezz St., Mohandesseen, Cairo as the first controllers for the Company.  d:\Wd31\Finance

The Controller shall be questioned about the soundness of the data mentioned in his report in his capacity as attorney-in-fact for all shareholders. Each shareholder during the convening of the General Assembly shall be entitled to discuss the report of the Controller and ask him to clarify its contents.

Section Seven The Company's Year - Inventory - Final Accounts Reserve Funds - Profits Distribution

Article 51

The Company's financial year shall commence on the first of January and expire on the 31st of December of each year. However, the first year shall cover the period from the date of the founding of the Company till the end of December of the following year.

Article 52

It shall be imperative upon the Board of Directors to prepare for every financial year - at such time as would allow the convening of the shareholders' General Assembly within six months at most from the date of its end - the Company’s Balance Sheet and the Profit and Loss Account including all the data stated in the said Law of Joint- Stock Companies and its Executive Regulations, as well as those determined by the General Authority for Free Zones and Investment pursuant to the provisions of Law no. 43/1974 amended by Law no. 32/1977 and its Executive Regulations.

It shall also be imperative upon the Board to prepare its report on the Company’s activity during the financial year and its financial position at the end of the same year.

Article 53

The Company's net profits shall be distributed annually after deducting all general expenses and other costs including the Zakat imposed by the Islamic law as follows :

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1. At first an amount equivalent to ten percent of the profits shall be deducted to create the legal reserve. This deduction shall be terminated once the total reserve has reached an amount equal to 100% the Company's paid up capital. In case the said reserve falls below such rate, deduction shall be resumed.

The Assembly may decide, pursuant to the proposal of the Board of Directors, a specific rate of the profits to constitute the optional reserve.

2. Then the sum required to distribute a first dividend amounting to at least 5% among shareholders for the sum paid of the value of their shares shall be deducted. However, if the profits of one year do not allow the distribution of this share, it should not be claimed from the profits of the following years.

3. After the foregoing, a rate shall be allocated to the staff of the Company pursuant to the rules proposed by the Board of Directors of the Company and approved by the General Assembly.

4. After the above, 10% (ten percent) at most of the remaining shall be allocated as remuneration to the Board of Directors.

5. The rest of the profits shall then be distributed among the shareholders as an additional share in the profits, shall be carried forward to the next year pursuant to the proposal of the Board of Directors or used for the formation of extraordinary reserve or extraordinary redemption funds.

Article 54

The reserve fund shall be used pursuant to a decision by the Board of Directors in the best interest of the Company.

Dividends shall be paid to the shareholders at such place and dates as may be determined by the Board of Directors, provided that such payment would not be delayed beyond one month effective the date of the resolution of the General Assembly concerning distribution.

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Section Eight Disputes

Article 55

Any resolution adopted by the General Assembly shall not entail the drop of the civil liability lawsuit against the members of the Board of Directors as a result of the errors they commit in implementing their duties; and if the act entailing liability has been put forward before the General Assembly pursuant to a report by the Board of Directors or the Accounts Controller, such lawsuit shall drop as from the date of adoption of the General Assembly to the resolution endorsing the report of the Board of Directors.

However, if the act attributed to the members of the Board of Directors constitutes a crime or a misdemeanor, the lawsuit shall only drop by the drop of the public lawsuit.

Article 56

Without prejudice to the rights of shareholders prescribed by the law, disputes that harm the general and joint interest of the Company may not be filed against the Board of Directors or one or more of its members except in the name of the group of shareholders and by virtue of a resolution adopted by the General Assembly.

Any shareholder who desires to raise a dispute of that sort must notify the Board of Directors of the foregoing at least one month prior to the convening of the following General Assembly. The Board must enlist this proposal on the agenda of the General Assembly.

Section Nine Dissolution & Liquidation of the Company

Article 57

The Company shall be dissolved prematurely in case of losing half of the capital, unless the Extraordinary General Assembly decides otherwise.

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Article 58

Taking into consideration the provisions of the said Law of Joint-Stock Companies and its Executive Regulations, the General Assembly shall appoint one liquidator or more and fix his/their remunerations.

Such liquidators shall be appointed from among the shareholders, the partners or third party.

In the event a ruling is issued for the dissolution or invalidation of the Company, the Court shall determine the method of liquidation, appoint the liquidator and determine his remuneration.

The task of the liquidator shall not terminate with the death of shareholders, declaring their bankruptcy, their insolvency or their interdiction, even if he was appointed by them.

The Board of Directors mandate shall expire on the appointment of the liquidator.

As for the power of the General Assembly, it shall remain standing throughout the period of liquidation until the liquidators are discharged of their trust.

Section Ten Final Provisions

Article 59

The fees and expenses paid for founding the Company shall be deducted from the General Expenses Account.

Article 60

The provisions of the said Law of Joint-Stock Companies, Limited by Shares and Companies, its Executive Regulations as well as the provisions of the System of Investing Arab and Foreign Funds and its Executive Regulations shall apply to whatever no special stipulation has been mentioned in its concern in these Articles of Association.