Circular dated September 20, 2018 amending the periodicity of Board of Directors meetings and allowing participation by telephone or video call

Cairo: 20 September 2018

Dear Mr. / Chairman of the Board of Directors

Greetings,

With reference to the Bank Governance Instructions issued on August 23, 2011, which included the obligation for all banks to establish and develop their governance systems, and in the context of the Central Bank of Egypt's continuous efforts to develop the banking apparatus and apply international best practices, and the trend to enhance the role of Bank Boards of Directors in closely monitoring their activities and participating effectively in supervising their performance, which contributes to making decisions in a timely manner, the Board of Directors of the Central Bank of Egypt has decided in its session held on September 12, 2018 the following:

First: Amending Item 3-3-2 of the Governance Instructions issued on August 23, 2011 to read as follows:

"Meetings shall be held at least once a month, with a minimum of twelve meetings during the year, upon the invitation of the Chairman of the Board, or whenever the Chairman of the Board sees a justification for that. The Chief Executive Officer of the Bank may request the Chairman of the Board to convene a meeting, provided that the invitation is accompanied by an agenda of the matters he wishes to present."

Second: The possibility of members participating in Bank Board of Directors meetings via telephone or video call, subject to the following conditions:

1. The Bank's Articles of Association must include the possibility of participation in meetings via telephone or video call, in addition to the necessity of establishing clear procedures to be approved by the Board of Directors for holding meetings via these means, including at least the following:

a. The primary mode shall be the physical presence of members. In the event of impossibility, participation via video or telephone is permitted upon approval by the Chairman of the Board and notification to the Secretary of the Board, not exceeding 4 times during the year for each individual member, provided that a majority of the Board of Directors members are present physically.

b. Participation of a Board of Directors member via video or telephone is considered actual participation in the Board of Directors meeting, and the member has the right to vote, and is counted towards the quorum for the validity of the Board of Directors meetings and the decisions issued therefrom.

c. The necessity of establishing clear procedures to ensure the integrity and security of the communication means used in the event of a Board of Directors member participating via video or telephone, adhering to the following minimum requirements:

• Applying all procedures and controls that ensure the verification of the identity of participants via video or telephone.

• Using necessary encryption technology to protect the confidentiality and integrity of the communication and all data and information exchanged during the communication (documents, correspondence, etc.), where the Bank must choose encryption technology commensurate with the sensitivity and importance of the information exchanged during the meetings.

• Applying all procedures and controls that ensure the protection of the communication system from unauthorized access.

• The main operator of the service (Backend System) must be specific to the Bank and located within the Bank's main information center, secured with all information protection means.

• The use of any communication devices connected to an external service operator or information center (Based Cloud) is prohibited.

• The Bank must perform penetration tests (Test Penetration) to conduct a detailed and in-depth assessment of the system's security status before starting its use and after making any major modifications to the system.

2. Adding the following tasks to the duties assigned to the Secretary of the Board:

a. Recording attendance in meetings and stating whether the attendance is physical, or via telephone, or via video call.

b. In the event that a Bank Board of Directors member participates in the meeting via telephone or video, the member must confirm at the beginning of the meeting that they have received all documents and the meeting agenda.

c. Preparing meeting minutes, signing them, and sending a copy to the Board of Directors members for approval - whether physically present or participating via communication means - in addition to archiving meeting recordings using a dedicated recording device that allows securing the recordings - within the Bank's records for a time period consistent with the legal requirements and regulatory controls and instructions issued in this regard, and in accordance with the Bank's policies. In the event of any comments or modifications by any of the members, the Secretary of the Board shall amend the minutes and present them in the next session for approval by the Board of Directors members.

Please be kind enough to alert regarding taking the necessary action to implement the aforementioned decision.

Yours faithfully,

Tarek Amer