d:\Wd31\Finance Articles of Association of Al Baraka Bank Egypt S.A.E d:\Wd31\Finance Section One Founding the Company Article 1 A joint-stock 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 Board of Directors 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 companies 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 Insurance 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. d:\Wd31\Finance 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.