Bank Governance Instructions

Mr. Chairman of the Board of Directors,

Bank

Greetings,

In the context of the continuous efforts of the Central Bank of Egypt towards developing the banking sector and preserving its integrity through banks applying international best practices, and in light of the recent successive crises demonstrating the necessity of strengthening governance and internal control systems in banks and enhancing the role of regulatory authorities, the Board of Directors of the Central Bank of Egypt issued a decision during its meeting held on July 5, 2011, regarding Bank Governance Instructions (a copy is attached).

Accordingly, all banks registered with the Central Bank of Egypt are required to establish or develop their governance systems in accordance with the attached instructions. Each bank must apply the instructions in a manner consistent with the size and complexity of its business and its policies, and in line with its capacity to absorb risks, by no later than March 1, 2012. In the event that compliance with any of the provisions in the attached instructions is not possible, the matter must be referred to the Central Bank of Egypt accompanied by strong justifications for consideration.

Furthermore, each bank must, in accordance with the instructions, disclose the total value (based on the monthly average for the year) of the compensation received by the twenty highest-paid employees in the bank collectively, starting from the financial statements prepared for the fiscal year ending 2011. In this regard, the Supervision and Oversight Sector will provide you with forms through which the implementation of the instructions will be monitored on a semi-annual periodic basis, such that these forms reflect all the rules contained in the Governance Instructions and the banks' compliance status with them. Banks are expected to disclose the aforementioned on their websites and within their annual reports.

Please accept our highest respect,

Gamal Nagm

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