Decision of the Board of Directors

of the Financial Regulatory Authority

No. (35) of 2013 dated 27/5/2013

Regarding the Statutes of the Egyptian Insurance Union

Board of Directors of the Financial Regulatory Authority

After reviewing the Insurance Supervision and Control Law issued by Law No. 10 of 1981 and its executive regulations, and Law No. 10 of 2009 regulating supervision over non-banking financial markets, and the Executive Regulations of the Insurance Supervision and Control Law in Egypt issued by Minister of Economy and International Cooperation Decision No. 362 of 1996, and Presidential Decision No. 192 of 2009 issuing the Statutes of the Financial Regulatory Authority, and Minister of Economy Decision No. 78 of 1998 issuing the Statutes of the Egyptian Insurance Union, and Chairman of the Egyptian Insurance Supervision Authority Decision No. 288 of 2008 issuing the Statutes of the Egyptian Insurance Union, and the Board of Directors' approval of the Authority in its meeting No. (10) dated 27/5/2013 on the draft bylaws of the Statutes of the Egyptian Insurance Union.

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Articles

(Article One)

The attached Statutes of the Egyptian Insurance Union shall take effect upon this Decision.

(Article Two)

This Decision and the attached Statutes shall be published in the Egyptian Gazette and shall take effect from the day following their publication.

Ashraf El-Shokaty Chairman of the Board of Directors of the Authority

Financial Regulatory Authority Chairman's Office 46076

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Main Address: Smart Village, Building 15, B-84 Km 28, Cairo/Alexandria Desert Road 6th of October Governorate, Postal Code: 12577 Telephone: 002 2537 0040 - 002 2537 0041 Email: info@efsa.gov.eg Website: www.efsa.gov.eg

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Statutes of the Egyptian Insurance Union

Chapter One

Establishment of the Union – Objectives and Means of Achieving Them

Article (1)

An association of insurance and reinsurance companies and cooperative insurance societies licensed to operate in Egypt is established in the Arab Republic of Egypt, named the "Egyptian Insurance Union". The Union is non-profit, possesses an independent legal personality, and its headquarters is in Greater Cairo.

Article (2)

The Union aims to achieve the following objectives:

• 1- Working to raise the level of the insurance industry and its related professions, modernizing them, and consolidating concepts and standards of proper insurance practice.
• 2- Coordinating on common matters to regulate competition, prevent conflicts, and settle disputes among members within a market economy climate.
• 3- Strengthening cooperation and coordination between the Union and the Financial Regulatory Authority to achieve the interests of the insurance market and the national economy.
• 4- Clarifying competencies between the Union and other governmental and non-governmental bodies concerned with the insurance activity in Egypt and abroad.

Article (3)

The Union may use all necessary means and resources to support and develop the insurance market and protect members' interests, specifically:

• 1- Disclosing technical bases for underwriting, risk assessment, and claims settlement prior to their approval by the Authority.
• 2- Establishing joint insurance societies among members upon the Authority's approval.
• 3- Defending the interests of the insurance industry and representing it before third parties.
• 4- Providing opinions on draft laws and regulations submitted to it and proposing amendments to legislation affecting the insurance industry.
• 5- Working to develop loss prevention and mitigation measures prior to their approval by the Authority.

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Chapter Two

Membership in the Union

Article (4)

Every insurance, reinsurance, or cooperative insurance society subject to the provisions of the Insurance Supervision and Control Law in Egypt issued by Law No. (10) of 1981 shall be considered a member of the Egyptian Insurance Union upon its registration with the Financial Regulatory Authority. It must submit to the Union a copy of the registration decision and the names of its board members within fifteen days, along with payment of the prescribed registration fee, which shall be determined by a General Assembly decision.

Chapter Three

Rights and Obligations of Members and Prohibited Acts

Article (5)

Union members have the right to benefit from all services provided by the Union in various fields, specifically:

1. Obtaining decisions of the Union's Board of Directors, minutes of meetings of other Union bodies, and the data, statistics, reports, and studies it issues.
2. Participating in insurance societies established by the Union among its members.

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Article (6)

Union members are obligated to comply with the provisions of these Statutes and execute all decisions issued by the Union. They must:

1. Pay the membership joining fee.
2. Pay the annual subscription fee as determined by the General Assembly. If a member joins during the financial year, they must pay a portion of the subscription equivalent to the period from the joining date to the end of the financial year.
3. Adhere to competition regulations among members and coordinate on insurance operations of a special nature to ensure increased market absorption capacity and stability, without prejudice to the provisions of Article (3).

Article (7)

Union members are prohibited from:

• 1- Performing any act that may cause financial or reputational harm to the Union.
• 2- Violating the Union's Statutes or decisions issued by the General Assembly or the Union's Board of Directors.
• 3- Failing to comply with the insurance work charters and ethics proposed by the Union's Board of Directors, approved by the General Assembly, and endorsed by the Authority.

Chapter Four

Financial Year – Union Resources and Financial Expenditures

Article (8)

The Union's financial year begins on July 1st and ends on June 30th of each year.

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Article (9)

The Union's resources consist of:

• 1- Membership joining fees.
• 2- Annual subscriptions paid by members.
• 3- Returns on the Union's invested funds.
• 4- Any other resources approved by the Union's Board of Directors.

In the event that the aforementioned resources are insufficient, members are obligated to cover the annual deficit proportionally according to each member's subscription rate as determined by the Union's Board of Directors.

Article (10)

Union resources shall be used to finance its objectives. Expenditure from these resources shall be conducted in accordance with the Union's financial bylaws and rules established by the Board of Directors. The Union's funds shall be deposited in its name in any bank in the Arab Republic of Egypt.

Chapter Five

Union Bodies

Article (11)

The Union exercises its competencies through the following bodies:

• 1- The General Assembly
• 2- The Union's Board of Directors – The Union President
• 3- Executive Councils
• 4- Technical Committees
• 5- The General Secretariat

First: The General Assembly

Article (12)

The General Assembly is the highest authority of the Union and is composed of one representative from each member of the Union. Representatives of members who have fulfilled their outstanding financial obligations according to the Union's Statutes up to the assembly's convening shall attend its meetings. They must be chairmen of boards of directors, deputies, appointed members, or senior management personnel, as determined by a decision from the chairman of the company's board, the society, or its appointed member.

The General Assembly shall be chaired by the Chairman of the Union's Board of Directors or his deputy in his absence, or by a person chosen by the assembly members in their absence. The Financial Regulatory Authority may dispatch a representative to attend. The General Secretary of the Union shall serve as its secretary, and neither shall have a voting right.

Article (13)

The General Assembly shall convene based on:

• 1- A summons from the Union's Board of Directors.
• 2- A request submitted by the Union's Board of Directors to reduce its number of members.
• 3- A request submitted by the Board of Directors to one-third of the General Assembly members.

The General Assembly meeting is valid with the attendance of at least two-thirds of the members. If the quorum is not met, the meeting shall be postponed to a date no later than ten days later, and the meeting shall be valid in this case with the attendance of members representing no less than (50%) of those entitled to attend.

Article (14)

The General Assembly must be convened at least once a year within three months following the end of the financial year.

Summons shall be sent to all Union members thirty days prior to the meeting date, accompanied by the assembly's agenda and a list of members entitled to attend.

The Assembly may not deliberate on matters not included in the agenda, except for proposals submitted by members to the Union's General Secretariat at least ten days prior to the meeting, provided that assembly members are notified of these proposals at least seven days before the scheduled convening.

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Article (15)

The General Assembly of the Union shall be responsible for the following:

• 1- Approving policies necessary to achieve the Union's objectives.
• 2- Approving charters and ethics of insurance work for Union members and establishing general rules encompassing cooperation concepts among them, in accordance with professional standards set by the Financial Regulatory Authority to ensure market practice safety and stability, guaranteeing fair competition among them, and protecting their counterparties, prior to endorsement by the Authority.
• 3- Approving the Union's organizational structure.
• 4- Electing the Chairman of the Union's Board of Directors, his deputy, and board members.
• 5- Determining the categories of allowances paid to General Assembly members, the Board of Directors, and the Executive Councils.
• 6- Approving amendments to the Union's Statutes prior to endorsement by competent authorities according to the law.
• 7- Determining the value of the membership fee payable by applicants joining the Union.
• 8- Determining the value of the annual subscription for members.
• 9- Approving the Union's estimated budget, financial statements, and the auditor's report.
• 10- The annual report on the Union's activities.
• 11- Appointing the auditor and determining their fees.
• 12- Other matters the Union's Board of Directors deems appropriate to submit to the General Assembly and include in the agenda.

Article (16)

Decisions of the General Assembly shall be issued by a majority of votes. Decisions related to amending the Union's Statutes must be issued with the approval of two-thirds of the assembly members.

Article (17)

Minutes of the General Assembly meetings and the decisions issued therefrom, along with the number of votes cast, shall be recorded in the Assembly minutes book. The minutes shall be signed by the Chairman of the Union's Board of Directors or his deputy in his absence, or by the person chairing the meeting in their absence, and the General Secretary. It shall record the names of insurance, reinsurance, and cooperative insurance society members of the General Assembly, as well as the names and titles of attendees.

Second: The Union's Board of Directors – The Union President

Article (18)

The Union shall have a Board of Directors composed of thirteen members as follows:

• First: The Chairman of the Union's Board of Directors and a Deputy Chairman, with one representing companies and insurance societies engaged in life insurance and savings operations, and the other representing companies and insurance societies engaged in property and liability insurance.
• Second: Nine members from among the chairmen of boards of directors, deputies, or appointed members of the Union's insurance and cooperative insurance societies, ensuring relative balance between companies and societies engaged in life insurance and savings operations, and those engaged in property and liability insurance.
• Third: Two members representing public sector insurance companies from among the chairmen of boards of directors, deputies, or appointed members, with one representing companies engaged in property and liability insurance, and the other representing companies engaged in life insurance and savings operations.