MEMORANDUM OF INCORPORATION ALBARAKA BANK LIMITED

Transcription

1 MEMORANDUM OF INCORPORATION of ALBARAKA BANK LIMITED

2 TABLE OF CONTENTS NO. HEADING PAGE 1. ARTICLE 1 INCORPORATION AND NATURE OF COMPANY 1.1 Incorporation 1.2 Power of the Company 1.3 Memorandum of Incorporation and Company Rules 2. ARTICLE 2 SECURITIES OF THE COMPANY 2.1 Shares 2.2 Debt Instruments 2.3 Registration of Beneficial Interest 3. ARTICLE 3 SHAREHOLDERS 3.1 Shareholders' Right to Information 3.2 Shareholders' Authority to Act 3.3 Representation by Concurrent Proxies 3.4 Authority of Proxy to Delegate 3.5 Requirement to Deliver Proxy Instrument to the Company 3.6 Deliberative Authority of Proxy 3.7 Record Date for Exercise of Shareholders' Rights 4. ARTICLE 4 SHAREHOLDERS' MEETINGS 4.1 Requirement to hold Meetings 4.2 Shareholders' Right to Requisition a Meeting 4.3 Location of Shareholders' Meetings 4.4 Notice of Shareholders' Meetings 4.5 Electronic Participation in Shareholders' Meetings 4.6 Quorum of Shareholders' Meetings 4.7 Adjournment of Shareholders' Meetings 4.8 Shareholders' Resolutions 5. ARTICLE 5 DIRECTORS AND OFFICERS 5.1 Composition of the Board of Directors 5.2 Authority of the Board of Directors 5.3 Board of Directors' Meetings 5.4 Directors' Compensation and Financial Assistance 5.5 Indemnification of Directors 5.6 Committees of the Board of Directors

3 Albaraka Bank Limited MOI Page 3 NO. HEADING PAGE 6. ARTICLE 6 GENERAL PROVISIONS 6.1 Chairperson and Deputy 6.2 Chief Executive and Other Executives 6.3 Directors' Expenses 6.4 Directors' Access to Company Records 6.5 Participation in Shareholders' Meetings 6.6 Notices 6.7 Appointment of Auditor 6.8 Furnishing of Information 6.9 The Shariah Supervisory Board 18 SCHEDULES ATTACHED TO THIS MEMORANDUM OF INCORPORATION 7. SCHEDULE 1 INCORPORATION AND NATURE OF THE COMPANY 7.1 Part A 7.2 Part B 8. SCHEDULE 2 COMPANY SECURITIES 8.1 Part A 8.2 Part B 8.3 Part C 8.4 Part D 8.5 Part E 9. SCHEDULE 3 SHAREHOLDERS 9.1 Part A 9.2 Part B 9.3 Part C 10. SCHEDULE 4 SHAREHOLDERS' MEETINGS 10.1 Part A 10.2 Part B 10.3 Part C 10.4 Part D 10.5 Part E 10.6 Part F 10.7 Part G

4 Albaraka Bank Limited MOI Page 4 NO. HEADING PAGE 11. SCHEDULE 5 DIRECTORS OF THE COMPANY 11.1 Part A 11.2 Part B 11.3 Part C 11.4 Part D 11.5 Part E 11.6 Part F 11.7 Part G 11.8 Part H 11.9 Part I Part J Part K 30

5 Albaraka Bank Limited MOI Page 5 MEMORANDUM OF INCORPORATION OF ALBARAKA BANK LIMITED Registration number: 1989/003295/06 (Form CoR 15.1B Long Standard Form for Profit Companies) which is a profit company, has a minimum of 7 (Seven) to a maximum of 15 (Fifteen) directors, and potentially 1 (one) alternate for each director and is authorised to issue securities as described in Article 2. Defined Terms In this Memorandum of Incorporation, the following words shall have the meanings given to them hereunder, except where the context indicates otherwise: a) "Act" means the Companies Act 71 of 2008, as may be amended, re-enacted or substituted from time to time; b) "AAOIFI" means the Accounting and Auditing Organisation for Islamic Financial Institutions; c) "Banks Act" means the Banks Act 94 of 1990, as may be amended, re-enacted or substituted from time to time; d) "Banks Legislation" means the Banks Act and the Banks Regulations; e) "Banks Regulations" means the regulations made in terms of the Banks Act, as amended or replaced from time to time; f) "Board" means the board of directors of the Company; g) "CEO" means the chief executive officer of the Company; h) "CFO" means the chief financial officer of the Company; i) "Chairperson" means the chairperson of the Board, elected in terms of article 6.1.1; j) "CIPC" means the Companies and Intellectual Property Commission;

6 Albaraka Bank Limited MOI Page 6 k) "Company" means Albaraka Bank Limited, registration number 1989/003295/06; l) "Deputy Chairperson" means the deputy chairperson of the Board, elected in terms of article 6.1.1; m) " Address" means the address registered with the Company by any shareholder or director of the Company in terms of article 6.6.1, or the last known address of a shareholder or director; n) "Jurist" means a person elected to serve on the Shariah Supervisory Board in terms of article 6.9; o) "Postal Address" means the postal address registered with the Company by any shareholder or director of the Company in terms of article or the last known postal address of such shareholder or director; p) "Regulations" means the regulations made in terms of the Act; q) "Shariah" means that body of commands, principles and rules as derived from the Holy Quran, Sunnah, Consensus of Jurists (Ijma) and analogical reasoning (Qiyas), as embodied and manifested in Islamic Law (Fiqh); and r) "Shariah Supervisory Board" means the Shariah supervisory board of the Company from time to time. In addition to the definitions listed above, words that are defined in the Act, but not in this Memorandum of Incorporation, shall bear the meanings given to them in the Act. Adoption of Memorandum of Incorporation This Memorandum of Incorporation was adopted by a special resolution of the shareholders of the Company on 2013 in accordance with section 16(1)(c) of the Act, and entirely substitutes the existing Memorandum of Incorporation of the Company.

7 Albaraka Bank Limited MOI Page 7 Article 1 Incorporation and Nature of the Company In this Memorandum of Incorporation: (a) a reference to a section by number refers to the corresponding section of the Act; (b) words that are defined in the Act bear the same meaning in this Memorandum of Incorporation; and (c) words appearing to the right of an optional check line are void unless that line contains a mark to indicate that it has been chosen as the applicable option. The schedules attached to this Memorandum of Incorporation form part thereof. 1.1 Incorporation (1) The Company is a: private company, as defined in section 8(2)(b). personal liability company, as defined in section 8(2)(c). X public company, as defined in section 8(2)(d). (2) The Company is incorporated in accordance with and governed by: (a) (b) (c) the unalterable provisions of the Act; and the alterable provisions of the Act, subject to the limitations, extensions, variations or substitutions set out in this Memorandum of Incorporation; and the provisions of this Memorandum of Incorporation. 1.2 Powers of the Company (1) The Company: X is not subject to any provisions contemplated in section 15(2)(b) or (c). is subject to provisions contemplated in section 15(2)(b) or (c), as set out in Part A of Schedule 1. (2) The purposes and powers of the Company: are not subject to any restrictions, limitations or qualifications, as contemplated in section 19(1)(b)(ii). X are subject to the restrictions, limitations or qualifications

8 Albaraka Bank Limited MOI Page 8 contemplated in section 19(1)(b)(ii), as set out in PART A OF SCHEDULE Memorandum of Incorporation and Company Rules (1) This Memorandum of Incorporation of the Company: may be altered or amended only in the manner set out in sections 16, 17 or 152(6)(b). X may be altered or amended in the manner set out in sections 16, 17 or 152(6)(b), subject to the provisions contemplated in section 16(1)(c), as set out in PART B OF SCHEDULE 1. (2) The authority of the Board to make rules for the Company, as contemplated in section 15(3) to (5): is not limited or restricted in any manner by this Memorandum of Incorporation. X is limited or restricted to the extent set out in PART B OF SCHEDULE 1. (3) The Board shall publish any rules made in terms of section 15(3) to (5): by delivering a copy of those rules to each shareholder by ordinary mail. X in accordance with the requirements set out in PART B OF SCHEDULE 1. (4) The Company shall publish a notice of any alteration of the Memorandum of Incorporation made in terms of section 17(1): by delivering a copy of the alteration of the Memorandum of Incorporation to each shareholder by ordinary mail. X in accordance with the requirements set out in PART B OF SCHEDULE Shares Article 2 Securities of the Company (1) The Company is authorised to issue no more than: X a single class of 30 (Thirty) million ordinary par value shares of R10 (Ten Rands) each, each of which entitles the holder to: (a) vote on any matter to be decided by a vote of shareholders of the

9 Albaraka Bank Limited MOI Page 9 Company; (b) participate in any distribution of profit to the shareholders; and (c) share in the distribution of the Company s residual value upon its dissolution. the maximum number of each of the classes of shares set out in Part A of Schedule 2, subject to the preferences, rights, limitations and other terms associated with each such class, as set out in Part A of Schedule 2. (2) The authority of the Board to increase or decrease the number of authorised shares of any class of the Company s shares, to reclassify any shares that have been authorised but not issued, to classify any unclassified shares, or to determine the preferences, rights, limitations or other terms of any class of shares, as set out in section 36(3): is not limited or restricted by this Memorandum of Incorporation. X is limited or restricted to the extent set out in PART A OF SCHEDULE 2. (3) The authority of the Board to authorise the Company to provide financial assistance in relation to the subscription of any option or securities of the Company or a related or inter-related company, as set out in section 44: X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part B of Schedule 2. (4) The authority of the Board to approve the issuing of any authorised shares of the Company as capitalisation shares, to issue shares of one class as capitalisation shares in respect of shares of another class, and to resolve to permit shareholders to elect to receive a cash payment in lieu of a capitalisation share, as set out in section 47(1): X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part C of Schedule 2. (5) Securities of the Company are to be issued: in uncertificated form, as contemplated in section 49(2)(b). X in either certificated or uncertificated form, as the Board may determine.

10 Albaraka Bank Limited MOI Page Debt Instruments (1) The authority of the Board to authorise the Company to issue secured or unsecured debt instruments, as set out in section 43(2): is not limited or restricted by this Memorandum of Incorporation. X is limited or restricted to the extent set out in PART D OF SCHEDULE 2. (2) The authority of the Board to grant special privileges associated with any debt instruments to be issued by the Company, as set out in section 43(3): is not limited or restricted by this Memorandum of Incorporation. X is limited or restricted to the extent set out in PART D OF SCHEDULE Registration of Beneficial Interests The authority of the Board to allow the Company s issued securities to be held by, and registered in the name of, one person for the beneficial interest of another person, as set out in section 56(1): is not limited or restricted by this Memorandum of Incorporation. X is limited or restricted to the extent set out in PART E OF SCHEDULE 2. Article 3 Shareholders 3.1 Shareholders' Right to Information In addition to the rights to access information set out in section 26(1), every person who has a beneficial interest in any of the Company s securities has the further rights to information, if any, set out in Part A of Schedule 3 of this Memorandum of Incorporation. 3.2 Shareholders' Authority to Act (1) If, at any time, there is only one shareholder of the Company, the authority of that shareholder to act without notice or compliance with any other internal formalities, as set out in section 57(2), is not limited or restricted by this Memorandum of Incorporation. (2) If, at any time, every shareholder of the Company is also a director of the Company, as contemplated in section 57(4), the authority of the

11 Albaraka Bank Limited MOI Page 11 shareholders to act without notice or compliance with any other internal formalities, as set out in that section: X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part A of Schedule Representation by Concurrent Proxies The right of a shareholder of the Company to appoint persons concurrently as proxies, as set out in section 58(3)(a): X is not limited, restricted or varied by this Memorandum of Incorporation. is limited, restricted or varied to the extent set out in Part B of Schedule Authority of Proxy to Delegate The authority of a shareholder s proxy to delegate the proxy s powers to another person, as set out in section 58(3)(b): X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part B of Schedule Requirement to Deliver Proxy Instrument to the Company The requirement that a shareholder shall deliver to the Company a copy of the instrument appointing a proxy before that proxy may exercise the shareholder s rights at a shareholders' meeting, as set out in section 58(3)(c): is not varied by this Memorandum of Incorporation. X is varied to the extent set out in PART B OF SCHEDULE Deliberative Authority of Proxy The authority of a shareholder s proxy to decide without direction from the shareholder whether to exercise, or abstain from exercising any voting right of the shareholder, as set out in section 58(7): X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part B of Schedule 3.

12 Albaraka Bank Limited MOI Page Record Date for Exercise of Shareholders' Rights If, at anytime, the Board fails to determine a record date, as contemplated in section 59, the record date for the relevant matter is: X as determined in accordance with section 59(3). as determined in the manner set out in Part C of Schedule Requirement to Hold Meetings The Company: Article 4 Shareholders' Meetings X is not required to hold any shareholders' meetings other than those specifically required by the Act. is required to hold shareholders' meetings, in addition to those specifically required by the Act, as set out in Part A of Schedule Shareholders' Right to Requisition a Meeting The right of shareholders to requisition a meeting, as set out in section 61(3), may be exercised: X by the holders of at least 10% of the voting rights entitled to be exercised in relation to the matter to be considered at the meeting, as provided for in that section. by the holders of at least % of the voting rights entitled to be exercised in relation to the matter to be considered at the meeting, despite the provisions of that section. 4.3 Location of Shareholders' Meetings The authority of the Board to determine the location of any shareholders' meeting, and the authority of the Company to hold any such meeting in the Republic or in any foreign country, as set out in section 61(9): is not limited or restricted by this Memorandum of Incorporation. X is limited or restricted to the extent set out in PART B OF SCHEDULE 4.

13 Albaraka Bank Limited MOI Page Notice of Shareholders' Meetings The minimum number of days for the Company to deliver a notice of a shareholders' meeting to the shareholders, as required by section 62: is as provided for in section 62(1). X is 10 business days before the meeting is to begin. 4.5 Electronic Participation in Shareholders' Meetings The authority of the Company to conduct a meeting entirely by electronic communication or to provide for participation in a meeting by electronic communication, as set out in section 63: X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part C of Schedule Quorum for Shareholders' Meetings (1) The quorum requirement for a shareholders' meeting to begin, or for a matter to be considered are: as set out in section 64(1) without variation. X as set out in section 64(1) subject to a minimum of 7 (Seven) shareholders holding at least 50% (Fifty percent) of all the voting rights in respect of at least one matter to be decided at the meeting, present in person, by proxy or represented in substitution for the 25% required by that section. (2) The time periods allowed in section 64(4) and (5): apply to the Company without variation. X apply to the Company, subject to the variations set out in PART D OF SCHEDULE 4. (3) The authority of a meeting to continue to consider a matter, as set out in section 64(9): X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part D of Schedule 4.

14 Albaraka Bank Limited MOI Page Adjournment of Shareholders' Meetings The maximum period allowable for an adjournment of a shareholders' meeting is: X as set out in section 64(13), without variation. as set out in section 64(13), subject to the variations set out in Part E of Schedule Shareholders' Resolutions (1) For an ordinary resolution to be adopted at a shareholders' meeting, it shall be supported by the holders of more than: X 50% of the voting rights exercised on the resolution, as provided in section 65(7). % of the voting rights exercised on the resolution, despite section 65(7). the minimum percentage of the voting rights exercised on the resolution, as set out in Part F of Schedule 4. (2) For a special resolution to be adopted at a shareholders' meeting, it shall be supported by the holders of at least: X 75% of the voting rights exercised on the resolution, as provided in section 65(9). % of the voting rights exercised on the resolution, despite section 65(7). the minimum percentage of the voting rights exercised on the resolution, as set out in Part F of Schedule 4. (3) A special resolution adopted at a shareholders' meeting is: X not required for a matter to be determined by the Company, except those matters set out in section 65(11), or elsewhere in the Act. required, in addition to the matters set out in section 65(11), for the matters set out in Part G of Schedule 4. Article 5 Directors and Officers 5.1 Composition of the Board of Directors (1) The Board shall comprise a minimum of 7 (Seven) and a maximum of 15 (Fifteen) directors and potentially 1 (One) alternate for each director, to be elected (other than ex officio directors and their alternates) by the

15 Albaraka Bank Limited MOI Page 15 holders of the Company's securities entitled to exercise voting rights, as contemplated in section 68. The composition of the Board shall be subject to the provisions of section 60(3) and regulation 41(5) of the Banks Act, for as long as those provisions are in force. (2) In addition to the elected directors: there are no appointed or ex officio directors of the Company, as contemplated in section 66(4). X the Company has that number of ex officio directors as determined in accordance with PART A OF SCHEDULE 5. (3) In addition to satisfying the qualification and eligibility requirements set out in section 69, to become or remain a director or a prescribed officer of the Company, a person: need not satisfy any further eligibility requirements or qualifications. X shall satisfy the additional eligibility requirements and qualifications set out in PART B OF SCHEDULE 5. (4) Each elected director of the Company serves for: an indefinite term, as contemplated in section 68(1). X a term of 3 years but shall be eligible for re-election. (5) The manner of electing directors of the Company is: as set out in section 68(2). X as set out in PART C OF SCHEDULE 5. (6) The authority of the Board to fill any vacancy on the Board on a temporary basis, as set out in section 68(3): X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part D of Schedule Authority of the Board of Directors (1) The authority of the Board to manage and direct the business and affairs of the Company, as set out in section 66(1): is not limited or restricted by this Memorandum of Incorporation. X is limited or restricted only to the extent set out in PART E OF SCHEDULE 5.

16 Albaraka Bank Limited MOI Page 16 (2) If, at any time, the Company has only one director, as contemplated in section 57(3), the authority of that director to act without notice or compliance with any other internal formalities, as set out in that section: X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part F of Schedule Board of Directors' Meetings (a) The authority of the Board to consider a matter other than at a meeting, as set out in section 74: X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part G of Schedule 5. (2) The right of the Company s directors to requisition a meeting of the Board, as set out in section 73(1), may be exercised: by at least 25% of the directors, as provided in that section. X by at least 3 (Three) of the directors, despite the provisions of that section. (3) The authority of the Board to conduct a meeting entirely by electronic communication, or to provide for participation in a meeting by electronic communication, as set out in section 73(3): X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part H of Schedule 5. (4) The authority of the Board to determine the manner and form of providing notice of its meetings, as set out in section 73(4): is not limited or restricted by this Memorandum of Incorporation. X is limited or restricted to the extent set out in PART H OF SCHEDULE 5. (5) The authority of the Board to proceed with a meeting despite a failure or defect in giving notice of the meeting, as set out in section 73(5): X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part H of Schedule 5. (6) The quorum requirement for a directors' meeting to begin, the voting rights at such a meeting, and the requirements for approval of a resolution at such a meeting, are: as set out in section 73(5), without variation.

17 Albaraka Bank Limited MOI Page 17 X as set out in section 73(5) subject to the variations set out in PART H OF SCHEDULE Directors' Compensation and Financial Assistance (1) The authority of the Company to pay remuneration to the Company s directors, in accordance with a special resolution approved by the Company s shareholders within the previous two years, as set out in section 66(8) and (9): X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part I of Schedule 5. (2) The authority of the Board, as set out in section 45, to authorise the Company to provide financial assistance to a director, prescribed officer or other person referred to in section 45(2): X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part I of Schedule Indemnification of Directors (1) The authority of the Company to advance expenses to a director, or indemnify a director, in respect of the defence of legal proceedings, as set out in section 78(4): X is not limited, restricted or extended by this Memorandum of Incorporation. is limited, restricted or extended to the extent set out in Part J of Schedule 5. (2) The authority of the Company to indemnify a director in respect of liability, as set out in section 78(5): X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part J of Schedule 5. (3) The authority of the Company to purchase insurance to protect the Company, or a director, as set out in section 78(7): X is not limited, restricted or extended by this Memorandum of Incorporation. is limited, restricted or extended to the extent set out in Part J of Schedule 5.

18 Albaraka Bank Limited MOI Page Committees of the Board of Directors (1) The authority of the Board to appoint committees of directors, and to delegate to any such committee any of the authority of the Board, as set out in section 72(1), and to include in any such committee persons who are not directors, as set out in section 72(2)(a): X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part K of Schedule 5. (2) The authority of a committee appointed by the Board, as set out in section 72(2)(b) and (c): X is not limited or restricted by this Memorandum of Incorporation. is limited or restricted to the extent set out in Part K of Schedule 5. Article 6 General Provisions 6.1 Chairperson and Deputy The directors may elect a Chairperson and a Deputy Chairperson (to act in the absence of the Chairperson) of meetings of the directors and of the shareholders The Chairperson and Deputy Chairperson shall hold office for a period of 12 (Twelve) months from the date of their election No person who is disqualified by any provision of the Banks Legislation including regulation 41 of the Banks Regulations, shall be appointed as Chairperson or Deputy Chairperson If no Chairperson or Deputy Chairperson is elected, or, if at any shareholders' or directors' meeting the Chairperson or Deputy Chairperson is not present within 10 minutes after the time appointed for holding the meeting, the shareholders or directors present, as applicable, shall elect one of their number to be chairperson at such meeting.

19 Albaraka Bank Limited MOI Page Chief Executive Officer and Other Executives Subject always to the Board's overriding control, the Board may from time to time appoint or remove: a CEO to whom they may delegate one or more of their powers; executives (with or without specific designation) of the Company; and any director to or from any executive position within the Company. 6.3 Directors' Expenses The directors shall be paid all their travelling and other expenses reasonably and necessarily expended by them in connection with: the business of the Company; and attending meetings of the directors or of committees of the directors or of the Company. 6.4 Directors' Access to Company Records Any director is entitled at all reasonable times to have access to the books of account, financial statements and other records and registers of the Company, including without limitation journals, asset registers, statutory registers, contracts with clients, contracts of employment and employment records, for the purposes of inspection or copying during normal business hours at the Company's premises Any costs incurred by the Company in providing the director with such access shall be borne by the Company. 6.5 Participation in Shareholders' Meetings Even if not a shareholder the following persons may attend and speak at any general meeting, but may not vote unless they are respectively a shareholder, proxy or representative of a shareholder: any director; the Company's attorney (or where the Company's attorneys are a firm or company, any partner, professional employee or director thereof); and

20 Albaraka Bank Limited MOI Page the Company's auditor (or where the Company's auditor is a firm or company, any partner, professional employee or director thereof). 6.6 Notices General Every shareholder and director of the Company may register an Address and/or a Postal Address with the Company It is recorded that in accordance with sections 6(9) and 6(10) of the Act, as read together with regulation 7 of the Regulations, the Company may deliver any notice (including without limitation, a notice of any directors' or shareholders' meeting), document, record or statement contemplated by the Act or the Regulations, or this Memorandum of Incorporation, by being the Company's preferred method of delivery A notice, document, record or statement sent by the Company by to an Address, is deemed to have been delivered on the date and at the time of transmission as recorded by the computer used by the Company to send the . Ordinary Mail The Company may also deliver any notice (including without limitation, a notice of any directors' or shareholders' meeting), document, record or statement contemplated by the Act, the Regulations, or this Memorandum of Incorporation, by ordinary post, unless delivery by ordinary post shall result in an unacceptable deviation from the methods prescribed by the Act or the Regulations, in terms of sections 6(9)(b) of the Act A notice, document, record or statement sent by the Company by ordinary mail to a Postal Address, is deemed to have been delivered on the date of posting. Other Methods of Delivery Despite the provisions of this Article 6.6, the Company may deliver any notice, document, record or statement in accordance with any other provision of the Act or the Regulations.

21 Albaraka Bank Limited MOI Page 21 Annual Financial Statements In accordance with section 62(3)(d) of the Act, a summarised form of the annual financial statements to be presented, complying with the applicable requirements of section 29(3) of the Act, must be circulated to shareholders together with a copy of the notice of the annual general meeting, and such notice shall contain directions for obtaining a copy of the complete annual financial statements. 6.7 Appointment of Auditor It is recorded that section 61 of the Banks Act requires the Company to apply to the Registrar of Banks for approval of the appointment of the Company's auditor, within 30 days of such appointment. 6.8 Furnishing of Information For as long as section 39 of the Banks Act shall so provide, any person desiring shares to be allotted or issued to such person, or to be registered in the name of such person, or in whose name the shares are registered, and any person acting on behalf of such a person, shall at the written request of the Company, furnish the Company with such information as may be required by the Company to enable it to comply with the provisions of section 38 of the Banks Act or other requirement of the Banks Legislation. 6.9 The Shariah Supervisory Board Establishment and Role The Company shall establish and at all times maintain a Shariah Supervisory Board The role of the Shariah Supervisory Board is to review and supervise the businesses and activities of the Company to ensure that they are in compliance with Islamic Shariah rules and principles, and to provide advice and guidance to the Board and executives accordingly. Election of Jurists The Shariah Supervisory Board shall consist of no less than 3 (three) independent, recognised jurists with expertise in Islamic commercial, financial and investment Law (Fiqh), to be elected by the shareholders in general meeting. The term of office of each Jurist shall expire at the next annual general meeting of the Company following appointment but all such retiring

22 Albaraka Bank Limited MOI Page 22 Jurists shall be eligible for re-election If at an annual general meeting of the Company where an election of Jurists ought to take place the vacancies in the Shariah Supervisory Board are not filled then, unless the shareholders expressly resolve not to fill any vacancy or vote against the re-appointment of any particular Jurist, the retiring Jurists or such of them as have not had their offices filled and have not been voted against, shall be deemed to have been re-elected The election of Jurists shall be dealt with on the same basis as the election of directors contemplated in PART C OF SCHEDULE 5, with the changes required by the context. Charter A detailed list of the duties of the Shariah Supervisory Board consistent with this memorandum of incorporation shall be set out in a charter to be adopted by the Board, which charter may be amended from time to time by the Board.

23 Albaraka Bank Limited MOI Page 23 Part A Insert: Schedule 1 Incorporation and Nature of the Company (a) any Ring fencing provisions as contemplated in section 15(2)(b) or (c) of the Act; and (b) any provisions limiting the purposes or powers of the Company, as contemplated in section 19(1)(b) of the Act. 1.2 (2) The legal powers of the Company, and its capacity, is limited to conducting any Islamically permissible businesses, activities and transactions in compliance with the principles and rules of Shariah as interpreted by the Shariah Supervisory Board, and taking into consideration the Shariah standards prescribed from time to time by AAOIFI, and otherwise in compliance with applicable legislation. 1.2 (3) The Company shall establish and at all times maintain an internal Shariah Department, which will be adequately resourced, for the purposes of achieving Shariah compliance. 1.2 (4) The Company shall conduct business in one or more categories or classes of Shariah compliant products, services, or instruments, including, but without being limited to, Murabaha, Ijara, Istisna, Diminishing Musharaka, Salam, Musharaka, Mudaraba and Sukuk, in accordance with the rules of Shariah. Part B Insert: (a) any provisions relating to the amendment of the Memorandum of Incorporation, as contemplated in section 16(1)(c) of the Act; and 1.3 (1) It is recorded that: (a) section 56 of the Banks Act requires the Company to submit any proposed amendment of its Memorandum of Incorporation to the Registrar of Banks for approval, prior to the amendment being effected;

24 Albaraka Bank Limited MOI Page 24 (b) in terms of section 56 of the Banks Act, within 21 days of the registration of an amendment of its Memorandum of Incorporation with the CIPC, the Company shall furnish the Registrar of Banks with a certified copy of the special resolution which sets out the amendment; and (c) such amendment takes effect upon registration by CIPC. (b) any provisions relating to the Board s authority to make rules for the Company, as contemplated in section 15(3) to (5) of the Act. 1.3 (2) The Board does not have the authority to make rules for the Company as contemplated in section 15(3) to (5) of the Act. (c) any provisions relating to the publication of rules made for the Company, as contemplated in sections 15(3) to (5) of the Act. 1.3 (3) Any rules of the Company may be published by delivering a copy to the shareholders, the directors and the auditors of the Company for the time being, by , ordinary mail or registered post, alternatively, by uploading a copy of the rules on the website of the Company and notifying the shareholders, directors and auditors for the time being, of this fact and the website address at which such rules may be viewed and downloaded. (d) any provisions relating to the publication of amendments of the Memorandum of Incorporation, as contemplated in section 17(1) of the Act. 1.3 (4) Any amendments to this memorandum of incorporation in terms of section 17(1) of the Act may be published by delivering a copy to the shareholders, the directors and the auditors of the Company for the time being, by , ordinary mail or registered post, alternatively, by uploading a copy of the amendments on the website of the Company and notifying the shareholders, directors and auditors for the time being, of this fact and the website address at which such amendments may be viewed and downloaded.

25 Albaraka Bank Limited MOI Page 25 Part A Insert: Schedule 2 Company Securities (a) any provisions setting out the classes of authorised shares, and maximum number of authorised shares of each class, and the preferences, rights, limitations and other terms of each class of shares, as contemplated in section 15(2) of the Act; and (b) any provisions respecting the authority of the Board to exercise powers relating to shares, as contemplated in section 36(3) of the Act. 2.1 (2) It is recorded that: (a) section 79 of the Banks Act prohibits the Company, without the prior written approval of, and in accordance with any conditions determined by, the Registrar of Banks, to do any of the following that qualify as primary capital, secondary capital or tertiary capital, as the case may be (the terms "hybrid debt instruments", "primary capital", "secondary capital" and "tertiary capital" all as defined in the Banks Act): i. issue any preference shares, hybrid debt instruments or debt instruments; ii. iii. convert any of its shares into preference shares, hybrid debt instruments or debt instruments; or convert any of its preference shares of a particular class into preference shares of any other class; and (b) section 37 of the Banks Act restricts the allotment and issuing of the Company's securities to any person, or an associate of such person, as exceeds a prescribed number, without first obtaining the approval of the Registrar of Banks and/or the Minister of Finance. (c) any provisions respecting a common pre-emptive right to be offered and to subscribe for additional shares of the company.

26 Albaraka Bank Limited MOI Page 26 Part B Part C Part D Part E Insert any provisions restricting or limiting the authority of the Board to provide financial assistance to any person in relation to the subscriptions of securities or options, as contemplated in section 44 of the Act. Insert any provisions restricting or limiting the authority of the Board with respect to the issuing of capitalisation shares, as contemplated in section 47(1) of the Act. Insert any provisions restricting or limiting the authority of the Board with respect to the issuing of debt instruments, as contemplated in section 43(2) or (3) of the Act. 2.2 (1) and (2) Refer to Part A (b) of Schedule 2 above. Insert any provisions restricting or limiting the authority of the Board with respect to the registration of beneficial interests in the Company s securities, as contemplated in section 38(1) of the Act. 2.3 It is recorded that, subject to specified exemptions, section 38 of the Banks Act prohibits the Company, without the prior written approval of the Registrar of Banks, to: (a) allot or issue any of its shares to, or register any of its shares in the name of, any person other than the intended beneficial shareholder; (b) transfer any of its shares in the name of a person other than the beneficial shareholder; or (c) after the commencement of the Banks Act, allow any of its shares to remain registered in the name of a person other than the beneficial shareholder.

27 Albaraka Bank Limited MOI Page 27 Part A Part B Part C Schedule 3 Shareholders Insert any provisions providing any person who has a beneficial interest in any of the Company's securities with rights to access of information, in addition to those set out in section 26(1) of the Act. Insert any provisions limiting or restricting the right of shareholders to act without meeting formal requirements, as contemplated in section 57(4) of the Act. Insert any provisions relating to the powers of shareholders to appoint proxies, the appointment of proxies, and the powers of any such proxy, as contemplated in section 58 of the Act. 3.5 A copy of the instrument appointing a proxy shall be delivered to the Company at least 48 hours before the time at which the shareholders' meeting, where the proxy shall first be exercising any rights of a shareholder under the instrument, is due to begin. Insert any provisions respecting the fixing of a record date, as contemplated in section 59 of the Act.

28 Albaraka Bank Limited MOI Page 28 Schedule 4 Shareholders' Meetings Part A Insert any provisions imposing a requirement to hold a shareholders' meeting. Part B Insert any provision limiting or restricting the authority of the Board to determine the location of shareholders' meetings, or the authority of the Company to meet outside the Republic. 4.3 All shareholders' meetings shall be held in South Africa at such location and venue as the Board shall, from time to time, determine. Part C Insert any provision limiting or restricting the authority of the Board with respect to the use of electronic communication for shareholders' meetings, as contemplated in section 63 of the Act. Part D Insert any provision respecting the quorum requirements for shareholders' meetings, or varying the provisions of section 64 of the Act. Part E 4.6 (2) If within 15 minutes from the time appointed for a shareholders' meeting to begin, a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or, if that day is a public holiday, Saturday or Sunday, to the next succeeding day other than a public holiday, Saturday or Sunday, at which reconvened meeting, the shareholders present in person or by proxy are deemed to be a quorum. Insert any provision varying section 64(13) of the Act with respect to the maximum period for adjournment of a shareholders' meeting.

29 Albaraka Bank Limited MOI Page 29 Part F Insert: (a) any provision establishing different requirements for adoption of an ordinary resolution for different matters; (b) any provision establishing different requirements for adoption of an special resolution for different matters; or (c) any provision imposing the requirement of a special resolution to approve any matter, as contemplated in section 65(11) of the Act. Part G Insert any provisions setting out the matters for which a special resolution of the shareholders is required.

30 Albaraka Bank Limited MOI Page 30 Part A Part B Schedule 5 Directors of the Company Insert any provisions establishing the rights of any person to appoint a director, or establishing the right of any person to be an ex officio director of the Company. 5.1 (2) The CEO, CFO and any other executives designated by the Board from time to time, shall, subject to the approval of the Registrar of Banks, serve as ex officio directors, subject to a maximum of 50% (Fifty percent) of the directors in office. Insert any provision imposing additional eligibility or qualification requirements for directors and prescribed officers of the Company. 5.1 (3) In addition to the ineligibility and disqualification provisions contemplated in section 69 of the Act, a director shall: (a) in the case of elected directors only, hold at least one share of the Company; and (b) be disqualified from office if such director is absent from Board meetings for 6 consecutive months without leave of the Board, and is not represented at any such meetings by an alternate director. For as long as the provisions of section 60(5) of the Banks Act are in force, no appointment of a director or alternate director, except that of a retiring director re-elected, shall take effect until the Company has furnished the Registrar of Banks with the prescribed information referred to in section 60(5) of the Banks Act, in respect of every such proposed new director or alternate director.

31 Albaraka Bank Limited MOI Page 31 Part C Insert any provision establishing an alternative manner of electing directors, as contemplated in section 68 of the Act. 5.1 (5) In addition to the provisions of section 68 of the Act, the following provisions shall apply to the election of directors: Election of Directors (a) If at any annual general meeting any director shall have held office for a period of 3 years since his last election or appointment, he shall retire at such meeting. (b) A director retiring at a meeting shall retain office until the election of directors at that meeting has been completed. (c) Retiring directors shall be eligible for re-election. (d) No person, other than a director retiring at the meeting shall be eligible for election to the office of a director at any general meeting, unless either recommended by the directors, or: i. at least 10 business days before the day appointed for the meeting, there shall have been delivered to the registered office of the Company a notice of nomination in writing signed by a shareholder and a seconder (either of whom may also be the proposed director and both of whom shall be duly qualified to be present and to vote at the meeting for which such notice is given); ii. iii. such notice sets out the intention of the proposer and the seconder to propose a specific person for election as director; and the consent in writing of the candidate to nomination is attached (except where the proposer or seconder is the nominated candidate). (e) Subject to the preceding paragraph, the Company may at the meeting at which a director retires, or at any general meeting called for the purpose, fill any vacated office by electing a person thereto.

32 Albaraka Bank Limited MOI Page 32 Election Procedure (f) In the event that there are more nominations than vacancies to be filled then the directors shall be elected in accordance with the following procedures: i. the voting shall be by secret ballot and the Chairman may permit the proposer and/or seconder to briefly motivate for the election of their candidate; ii. iii. iv. voting in respect of all of the candidates shall be conducted simultaneously; each participating shareholder shall complete a ballot form to be provided by the Company and the votes shall be counted by 2 scrutineers (appointed by the Chairperson) under the supervision of the auditor for the time being of the Company, or, if the auditor is not available or unwilling to act for any reason then under the supervision of any person elected by the Shareholders; each shareholder present in person or by proxy or represented shall be entitled to vote for no more candidates than there are vacancies to be filled failing which the non-compliant ballot paper and corresponding votes of such shareholder shall be disregarded; v. where the number of candidates exceeds the number of vacancies to be filled by only one candidate (e.g. there are 3 candidates for 2 vacancies) then the candidates with the highest numbers of votes shall be declared elected; vi. where the number of candidates exceeds the number of vacancies to be filled by more than one candidate (e.g. there are 4 or more candidates for 2 vacancies) then the candidate with the lowest number of votes after the first round of voting shall be eliminated and a further round of voting shall be conducted, and so on, until the number of candidates exceeds the number of vacancies to be filled by no more than one candidate (e.g. 3 candidates remain for 2 vacancies). A last round of voting shall then be held and the candidates with the highest numbers of votes shall be declared elected.

33 Albaraka Bank Limited MOI Page 33 Part D Part E Part F Part G Insert any provision limiting or restricting the authority of the Board to temporarily fill a vacancy on the Board, as contemplated in section 68(3) of the Act. Insert any provision limiting or restricting the authority of the Board to manage and direct the business and affairs of the Company, as contemplated in section 66(1) of the Act. 5.2 (1) The authority of the Board to manage and direct the business and affairs of the Company is limited to conducting any Islamically permissible businesses, activities and transactions in compliance with the principles and rules of the Shariah, as interpreted by the Shariah Supervisory Board and taking into consideration the Shariah standards prescribed from time to time by AAOIFI, and otherwise in compliance with applicable legislation. Insert any provision limiting or restricting the authority of a sole director to act without regard for formalities, as contemplated in section 57(3) of the Act. Insert any provision limiting or restricting the authority of the Board to consider a matter other than at a meeting, as contemplated in section 74 of the Act. Part H Insert any provision limiting, restricting or varying the authority of the Board with respect to the conduct of its meetings, as contemplated in section 73 of the Act. 5.3 (4) Convening Meetings (a) Any 3 directors may convene a Board meeting.

34 Albaraka Bank Limited MOI Page 34 Minimum Number of Meetings (b) The Board shall meet at least 4 times during each financial year of the Company. 5.3 (6) Quorum (c) The quorum for all Board meetings is the greater of 5 (Five) directors or 50% (Fifty percent) of the directors in office. (d) If a quorum is not present at a Board meeting within 15 minutes of the scheduled time for commencement of the meeting, the meeting shall be adjourned to the same time, at the same place, on the next business day. (e) Any director not present shall be notified of any adjournment of a Board meeting by phone, fax or as soon as possible after the adjournment. (f) At the adjourned Board meeting: i. the directors present are deemed to form a quorum; and ii. the Board may only deal with the business on the agenda for the original Board meeting. Voting Rights (g) Each director has one vote. In the case of an equality of votes the Chairperson has a casting vote: provided that should only 2 directors (including the Chairperson) be present at a board meeting, the Chairperson shall not have a casting vote. Part I Insert any provision limiting or restricting the authority of the Company to pay remuneration to its Directors, as contemplated in section 66(1) of the Act, or limiting or restricting the authority of the Board to authorise the Company to provide financial assistance to a director or prescribed officer.

35 Albaraka Bank Limited MOI Page 35 Part J Part K Insert any provision limiting, restricting or extending the authority of the Company to advance expenses to a director, indemnify a director, or purchase insurance to protect the Company or a director, as contemplated in section 78 of the Act. Insert any provision limiting or restricting the authority of the Board with respect to the establishment of committees, as contemplated in section 72 of the Act.