BRD Circular Letter No. 01: Bank Resolution Scheme, 2025

Bangladesh Bank (Central Bank of Bangladesh) Head Office Motijheel, Dhaka-1000 Bangladesh.

Bank Resolution Department (BRD)

BRD Circular Letter No.-01 Date: 14 Poush, 1432 29 December, 2025

Managing Director/Chief Executive Officer All Scheduled Banks and Finance Companies operating in Bangladesh.

Dear Sir,

Bank Resolution Scheme, 2025

Notification No.- BRD/12-Resolution/2025-753, dated: 29 December 2025, is hereby sent along with this for your information and necessary action.

Yours faithfully, (Signature) (Md. Asaduzzaman Khan) Director (BRD) Phone: 880 2 2222 251102

Phone: 88-02-9550448, 9554896, IP: 88-02-55685001-6, Fax: 88-02-9530479, Web: www.bb.org.bd

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Bangladesh Bank Head Office, Dhaka.

Notification

Source No.- BRD/12-Resolution/2025-753 Date: 14 Poush, 1432 29 December, 2025

Whereas the Bangladesh Bank is satisfied that extensive irregularities including fraud have occurred in Export Import Bank of Bangladesh PLC., First Security Islamic Bank PLC., Global Islamic Bank PLC., Social Islamic Bank PLC. and Union Bank PLC., and the former boards of directors of these banks have failed to establish good governance in the banks, resulting in significant loss of capital, deposits and assets of the banks; despite the Bangladesh Bank providing liquidity assistance to these banks on various dates for more than 1 (one) year, no visible improvement has been achieved in their financial position; rather, their liquidity crisis has intensified, and under Section 15 of the Bank Resolution Ordinance, 2025 (Ordinance No. 19 of 2025), hereinafter referred to as the 'Bank Resolution Ordinance', these banks have been declared non-viable and administrators have been appointed by the Bangladesh Bank in these banks; in this context, it is necessary to formulate a Resolution Scheme under the powers conferred by Section 16 of the said Ordinance in the public interest to preserve the financial stability of the country, strengthen confidence in the banking system, and build a strong banking system;

Therefore, the Bangladesh Bank has formulated the following Resolution Scheme in this regard, namely:

1. Short Title and Commencement. - (1) For the purpose of fulfilling the objectives of this Resolution Scheme, a new Shariah-based state-owned bank named Combined Islamic Bank PLC has been established.

(2) The consolidation strategy through the transfer of liabilities and assets of Export Import Bank of Bangladesh PLC., also known as Exim Bank PLC., First Security Islamic Bank PLC., Global Islamic Bank PLC., Social Islamic Bank PLC. and Union Bank PLC. to the newly established bank under this Resolution Plan shall be collectively referred to as the "Bank Resolution Scheme, 2025", hereinafter referred to as the 'Resolution Scheme'.

2. Definitions. - Unless the context or subject matter otherwise requires, in this Resolution Scheme-

(1) "Class A, B, C Shareholders" means the Class A, B and C shareholders mentioned in clause 4(3);

(2) "Bank" means Combined Islamic Bank PLC.;

(3) "Depositor" means the depositors of Exim Bank PLC., First Security Islamic Bank PLC., Global Islamic Bank PLC., Social Islamic Bank PLC. and Union Bank PLC.;

(4) "Effective Date" means the date of declaration of this Resolution Scheme;

(5) "Institutional Depositor" means corporations, companies, societies, trusts and any other organizations that are not individual depositors;

(6) "Non-Institutional Depositor" means all depositors who are not "Institutional Depositors" according to sub-clause 2(5); those who keep deposits in the bank individually or jointly in their personal capacity, including solely owned and jointly owned firms, shall also be included in this definition;

(7) "Reduced Liability" means the liabilities to depositors, creditors and shareholders after reduction according to the Resolution Scheme;

(8) "Transferor Banks" means Export Import Bank of Bangladesh PLC., First Security Islamic Bank PLC., Global Islamic Bank PLC., Social Islamic Bank PLC. and Union Bank PLC., referred to as the Transferee Bank. Its head office is located in Dhaka.

3. Name of the Transferee Bank, etc. - (1) Combined Islamic Bank PLC., established for the purpose of fulfilling the objectives of this Resolution Scheme, shall be referred to as the Transferee Bank. Its head office is located in Dhaka.

(2) The Bank has been registered as a Public Limited Company under the Companies Act, 1994 (Act No. 18 of 1994).

(3) Class A shares held by the Bank shall be considered as promoter shares.

4. Capital. - (1) The authorized capital of the Bank is 40,000 Crore Taka.

(2) The paid-up capital of the Bank is 35,000 Crore Taka.

(3) Subject to the rules of clause 5, the paid-up capital shall be constituted as follows:

(a) 20,000 Crore Taka has been provided as capital by the Government, which shall be referred to as Class A shareholders in the Resolution Scheme;

(b) 7,500 Crore Taka from the permanent deposit portion of depositors kept in the Transferor Banks and Finance Companies shall be converted into shares, which shall be referred to as Class B shareholders in the Resolution Scheme;

(c) 7,500 Crore Taka from the permanent deposit portion of other Institutional Depositors other than Banks and Finance Companies shall be converted into shares, which shall be referred to as Class C shareholders in the Resolution Scheme;

Provided that, the said rules shall not apply in the case of educational institutions, religious institutions, hospitals, provident funds and gratuities of officials/employees of various institutions, agent venture companies, multinational companies, banks and finance companies under the resolution, and foreign embassies. Further provided that, if any situation arises regarding shareholding, the decision taken by the Bangladesh Bank shall be considered final.

5. Capital Payment Method. - Class A shareholders have paid the share value mentioned in clause-4 through cash payment. Class B shareholders shall pay the share value mentioned in clause-4 from the net position amount after adjusting their liabilities (if any) against the deposits received at the Transferor Banks. In this regard, the shares determined for Class B shall be held proportionally (pro rata) by all shareholders of that class. Class C shareholders shall also pay the share value and hold shares in a similar process to Class B shareholders.

Provided that, if the determined portion for Class B or C shareholders is not fully paid through adjustment of shares, the remaining shares shall be distributed as determined by the Bangladesh Bank.

6. Use of Bank Restructuring and Resolution Fund. - The Transferee Bank, with the approval of the Bangladesh Bank, may periodically borrow/financial assistance from the Bank Restructuring and Resolution Fund under the Bank Resolution Ordinance at the specified profit rate and conditions.

7. Transfer of Assets, Liabilities, etc. - (1) All business, assets, liabilities and contingent liabilities and commitments of Export Import Bank of Bangladesh PLC., First Security Islamic Bank PLC., Global Islamic Bank PLC., Social Islamic Bank PLC. shall be vested on the Transferee Bank from the Effective Date according to the Resolution Scheme.

Provided that, Combined Islamic Bank PLC. shall not be liable to pay liabilities that are not in the list of liabilities of the Transferor Banks prepared by the interim administrator or not accepted by the independent auditor appointed by the Administrator.

(2) In all cases where the liabilities of the Transferor Banks have been extinguished through normal process, the status of the relevant margin accounts and the liabilities of the Transferor Banks shall be reduced according to this Resolution Scheme.

8. Board of Directors. - (1) Initially, the Board of Directors of the Bank shall be formed with 7 (seven) directors. One director among the directors shall be elected as the Chairman of the Board. Subsequently, independent directors nominated by the Bangladesh Bank shall be appointed, whose proportional number shall be not less than 50% of the total directors:

Provided that, they must pass the rules and regulations of the Bank Companies Act, 1991 regarding the appointment of directors of the bank and the Fit and Proper Test issued by the Bangladesh Bank.

(2) The members of the Board of Directors formed according to clause 8(1) shall be appointed for a period of not less than 1 (one) year.

9. Chief Executive Officer. - The Bank shall appoint its Chief Executive Officer subject to compliance with the rules of the Bank Companies Act, 1991 and directions issued by the Bangladesh Bank.

10. Determination of Compensation and Liability Reduction. - (1) In determining the compensation payable to the shareholders of the Transferor Banks, the rules of Section 40 of the Resolution Ordinance, 2025 shall apply:

Provided that, if a shareholder has any liability at the Transferor Bank, it shall be adjusted with his/her payable compensation as shares;

Further provided that, if a shareholder's shares are forfeited due to activities contrary to the interests of the bank or contrary to law, he/she shall not be able to claim compensation against his/her shares.

(2) The amount of Mudaraba Sub-Ordinate Bonds and Mudaraba Perpetual Bonds issued by the Transferor Banks, which has been considered as Tier 1 capital, shall be reduced by 100%. Provided that, this condition of the Resolution Scheme shall not apply in the case of provident funds/gratuities of any institution.

(3) Profit shall be payable on the funds provided by the Bangladesh Bank as liquidity assistance to the Transferor Banks at a rate 1% lower than the Bank Rate.

(4) In reducing any other liabilities of the Transferor Banks, the powers vested in the Bank Resolution Ordinance, 2025 shall be exercised.

11. Deposits. - (1) The deposit status of current, savings or similar account holders at the Transferor Banks shall be transferred to the Transferee Bank in the exact name and account of the respective depositors after adjusting the amount equal to their own liabilities (if any) at those banks, which shall remain effective until further notice. Provided that, if the profit rate on the said deposits is higher than the Bank Rate, the deposit status shall be determined proportionally at the Bank Rate.

(2) Profit on the principal of permanent deposits at the Transferor Banks shall be calculated up to the day before the transfer at the Bank Rate, and the status of the respective deposit accounts shall be determined after adjusting the amount equal to their own liabilities (if any) at those banks, and the respective deposits shall be transferred to the Transferee Bank on the Effective Date in the exact name and account of the respective depositors, which shall remain effective until further notice.

Provided that, if the Transferee Bank has reasonable doubt regarding the accuracy of any deposit account, with the permission of the Bangladesh Bank, the Transferee Bank shall determine the accuracy of the status of such accounts within a maximum of 3 (three) months from the Effective Date.

(3) Since deposits up to 2 (two) Lakh Taka are insured by law, the amount payable to eligible depositors of the Transferor Banks from the Deposit Protection Fund under the Deposit Protection Ordinance, 2025, subject to submission of proper proof, shall be provided to the Transferee Bank. The Transferee Bank shall pay the deposit protection liability with the permission of the Bangladesh Bank for the purpose of fulfilling the objectives of this Resolution Scheme.

(4) Institutional Deposits. - (a) The following schedule shall be followed for the payment of other deposits (current, savings, SND, etc.) except permanent or Shariah-based similar deposits (3-month and above tenor) of Institutional Depositors:

Insured deposits up to 2,00,000 Taka: Any time from the Effective Date Next 1,00,000 Taka: 3 months after the Effective Date Next 1,00,000 Taka: 6 months after the Effective Date Next 1,00,000 Taka: 9 months after the Effective Date Next 1,00,000 Taka: 12 months after the Effective Date Next 1,00,000 Taka: 15 months after the Effective Date Next 1,00,000 Taka: 18 months after the Effective Date Next 1,00,000 Taka: 21 months after the Effective Date Remaining deposits: 24 months after the Effective Date

(b) After the payment of share value as liability by Institutional Depositors of permanent depositors according to clause 4, the remaining permanent deposits shall be considered as 5-year tenor deposits from the specified date, and a simple profit rate 1% lower than the Bank Rate shall apply against it. The said profit can be withdrawn by depositors at the end of the year.

Provided that, in the case of educational institutions, religious institutions, hospitals, provident funds and gratuities of officials/employees of various institutions, agent venture companies, multinational companies, banks and finance companies under the resolution, and foreign embassies, opportunities for normal transactions shall be provided sequentially.

(5) Non-Institutional Deposits. - (a) The following schedule shall be followed for the payment of other deposits (current, savings, etc.) except permanent or Shariah-based similar deposits (3-month and above tenor) of Non-Institutional Depositors:

Insured deposits up to 2,00,000 Taka: Any time from the Effective Date Next 1,00,000 Taka: 3 months after the Effective Date Next 1,00,000 Taka: 6 months after the Effective Date Next 1,00,000 Taka: 9 months after the Effective Date Next 1,00,000 Taka: 12 months after the Effective Date Next 1,00,000 Taka: 15 months after the Effective Date Next 1,00,000 Taka: 18 months after the Effective Date Next 1,00,000 Taka: 21 months after the Effective Date Remaining deposits: 24 months after the Effective Date

(b) Liabilities of tenor/permanent or Shariah-based similar deposits (3-month and above tenor) of Non-Institutional Depositors shall not be paid before maturity. After maturity, the following schedule shall be followed for the payment of permanent deposits of depositors:

Insured deposits up to 2,00,000 Taka: Any time from the Effective Date 3-month tenor permanent deposits: Shall be considered as renewed 3 times from the Effective Date Tenor/permanent deposits from above 3 months to 6 months: Shall be considered as renewed 2 times from the Effective Date Tenor/permanent deposits from above 6 months to 1 year: Shall be considered as renewed 2 times from the Effective Date Tenor/permanent deposits from above 1 year to 2 years: Shall be considered as 3-year tenor deposits from the Effective Date Tenor/permanent deposits from above 2 years to 3 years: Shall be considered as 4-year tenor deposits from the Effective Date Tenor/permanent deposits from above 3 years to 4 years: Shall be considered as 5-year tenor deposits from the Effective Date Tenor/permanent deposits above 4 years: Shall be considered payable after maturity.

Provided that, this condition of the scheme shall not apply to persons suffering from kidney dialysis and cancer.

(6) Depositors other than Banks and Finance Companies may receive investment/loan facilities up to a maximum of 20% against the remaining balance of their permanent deposits.

(7) In the case of payment of other liabilities, the Transferee Bank may determine the profit rate and payment schedule according to the advice of the Bangladesh Bank.

(8) The Transferee Bank, according to the advice of the Bangladesh Bank, may relax or withdraw the restrictions imposed on the withdrawal of the above deposits at any time before the specified time, subject to the improvement of the financial situation.

12. Initial Ineligibility for Withdrawal. - If a new account has been opened through transfer or any other process of any tenor/permanent or Shariah-based similar deposit, the said new account shall not be considered eligible for initial withdrawal.

13. Profit Payable on Deposits after Transfer. - The profit rate payable on all types of deposits other than institutional permanent deposits included in the scheme and on newly collected deposits after the transfer shall be determined by Combined Islamic Bank PLC. in line with the rates available in the market.

14. Inter-bank Liabilities. - After the adjustment of Inter-bank Liabilities and the conversion of adjusted liabilities as capital, the account shall be payable in 10 years from the net Effective Date. In this case, profit shall be payable on the net remaining liability status at a rate 1% lower than the Bank Rate.

15. Adjustment of Provision Shortfall of Transferor Banks. - The provision shortfall of the Transferor Banks until the day before the Effective Date shall be adjusted sequentially from the earned profit over the next 10 (ten) financial years. However, the Bangladesh Bank may reduce/increase this period according to the financial position.

16. Rules regarding temporary recognition and validity of use of cheque books and banking documents. - (1) From the date of effectiveness of this Resolution Scheme and until any other direction is issued by the Bangladesh Bank or the competent authority, all cheque books, deposit slips, withdrawal slips, vouchers, forms, receipts, applications and other banking documents printed, published or used in the name or identity of the Transferor Banks, regardless of the name or identity they are printed or presented, shall be considered and deemed that the said documents are valid and approved documents of the Transferee Bank.

(2) In the case of any cheque, deposit slip, withdrawal slip, voucher or other banking documents used and presented according to sub-clause (1), the validity, operability or acceptability of the said documents shall not be questioned or considered invalid in any way merely because the name, logo, short name or other identity of the Transferor Banks is mentioned.

(3) The Transferee Bank shall be fully empowered and authorized to receive, process, settle and account for the said documents, and all rights, responsibilities and duties related to this shall be vested on the Transferee Bank.

(4) Any transaction, receipt or adjustment carried out or settled under this section shall be considered legally valid and binding, and no customer, depositor, party or third party shall raise any objection, claim or question in this regard, merely because the name or identity of the Transferor Banks has been used in the relevant document.

(5) The Transferee Bank may, if necessary and for administrative convenience, sequentially issue new cheque books, deposit slips, withdrawal slips and other banking documents, and the provisions of this section shall remain in force and effective until that time.

17. Officials/Employees of Transferor Banks. - (1) Those who were employed at the Transferor Banks on the day immediately preceding the Effective Date and against whom there are no complaints or cases shall be considered transferred as of the specified date:

Provided that, the terms and conditions of employment of those officials/employees who will remain employed at the bank may be restructured by the Board of Directors of the bank subject to the approval of the Bangladesh Bank, and if any official/employee suffers a reduction in benefits received, that official/employee shall not be able to raise any objection.

(2) If any official/employee of the Transferor Bank expresses written opinion on the Effective Date or any subsequent date that he/she will not work at the Transferee Bank, he/she shall not be considered an official/employee of the Transferee Bank, regardless of any other matter in the employment contract with the Transferor Bank.

(3) Regardless of any other matter in the employment contract with the Transferor Bank, the Transferee Bank may dismiss any official/employee of the bank at any time without notice if it deems it necessary for the interests of the bank or if evidence of fraudulent or employment-rule-violating acts is found against any official/employee of the Transferor Bank.

18. Closing of Accounts. - The account books of the Transferor Banks shall be closed at the end of the working day immediately preceding the Effective Date.

19. Lawsuits. - Any lawsuits, cases or legal proceedings filed by or against Exim Bank PLC., First Security Islamic Bank PLC., Global Islamic Bank PLC., Social Islamic Bank PLC., and Union Bank PLC. that remain incomplete on the date of consolidation with Combined Islamic Bank PLC. shall be considered filed by or against Combined Islamic Bank PLC.

20. Protection of Activities. - No objection shall be acceptable against any activities taken through the Resolution Scheme for the interests of depositors and creditors of the Transferor Banks, and the rules of Sections 89, 90 and 92 of the Bank Resolution Ordinance, 2025 shall apply to any action taken or in the process of being taken in good faith for the purpose of fulfilling the objectives of the plan.

21. Power of Bangladesh Bank to change conditions. - The Bangladesh Bank reserves the right to change any condition of this scheme if there is a need to change any condition of this scheme according to the situation.

22. Interpretation. - If any question arises regarding the interpretation of any provision of the Resolution Scheme, the decision of the Bangladesh Bank regarding that shall be considered final.

(Signature) (Dr. Ahsan H. Mansur) Governor Bangladesh Bank