Instructions of Corporate Governance for Banks No. 2/2023

1 10/2/3200 23/7/1444 Hijri 14 February 2023 Instructions of Corporate Governance for Banks NO. (2/ 2023) Pursuant to the Central Bank approach of following up the developments in best practices, and for the purposes of enhancing corporate governance in banks, these instructions were issued.

Governor Dr. Adel Al Sharkas Translation The Arabic Text Prevails

2 Table of Contents Article Page Article (1): References.......................................................................................................................3 Article (2): Definitions.......................................................................................................................3 Article (3): Scope of Application......................................................................................................5 Article (4): Board of Directors Composition...................................................................................5 Article (5): Fit and Proper Criteria of Board Members................................................................5 Article (6): The Board tasks.............................................................................................................8 Article (7): Board Meetings and its Committees..........................................................................14 Article (8): Board Committees.......................................................................................................14 Article (9): The Executive Management Tasks ............................................................................19 Article (10): Fit and Proper criteria of the Senior Executive Management Members .............21 Article (11): Conflict of Interests ...................................................................................................22 Article (12): Assessment of administrators Performance............................................................24 Article (13): Financial Compensations for the administrators ...................................................25 Article (14): Internal Audit Department.......................................................................................26 Article (15): Risk Management Department ................................................................................27 Article (16): Compliance Department ...........................................................................................29 Article (17): External Audit............................................................................................................29 Article (18): Additional Tasks of the Islamic Bank’s Board .......................................................32 Article (19): Additional Requirements for the Board Committees of the Islamic Bank ..........34 Article (20): Islamic Jurisprudence Supervision Board ..............................................................36 Article (21): Fit and Proper criteria of Islamic Jurisprudence Supervision Board Members.39 Article (22): Internal Sharia Audit Department ..........................................................................40 Article (23): Sharia Compliance ....................................................................................................41 Article (24): General and Transitional Provisions.......................................................................43 Attachments.....................................................................................................................................46

3 Article (1): References These instructions shall be called (Instructions of Corporate Governance for Banks). They are issued by virtue of the provisions of Article (4/b/3) and (65/b) of the Central Bank Of Jordan Law No. (23) of 1971 and its amendments, as well as Articles (2), (21), (22), (25), (33), (58), (59), (69/a) and (99/b) of the Banking Law No. (28) of 2000 and its amendments. The instructions will come into force on their issuance date. Article (2): Definitions The terms and phrases included in these instructions shall have the meanings assigned to each hereunder, unless the context indicates otherwise. The Banking Law and the instructions issued by its virtue are considered the reference to any other definitions referred to herein and not listed in this article. Corporate Governance The system by which the bank is oriented and directed, that aims to identifying and achieving the corporate goals of the bank, managing the bank’s operations in a safe and sound manner, protecting depositors interests, committing to the responsibility towards investment account holders, shareholders and other stakeholders, and ensuring the bank’s compliance with laws and regulations, and its internal policies and procedures. Stakeholders Any party of interest in the bank; depositors, investment accounts holders, shareholders, employees, creditors, customers or concerned regulators. Board The Board of directors of the bank Independent Member A board member other than the major shareholders- and who is not under the control of any thereof. He/ she shall have financial or banking qualifications or expertise, and in whom the conditions stipulated in Article (5/e) herein are present. Sharia Board The Islamic Jurisprudence Supervision Board of any Islamic bank. Sharia Compliance The framework that ensures compliance of the agreements, contracts and financial transactions of the Islamic Bank with the principles and rules of Islamic Sharia. Senior Executive Management Includes the general manager (Chief Executive Officer, “CEO”) or regional manager, deputy general manager or deputy regional manager, assistant general manager or assistant regional manager, Chief Financial Officer “CFO”,

4 Chief Operational Officer “COO”, Chief Credit Officer, Chief Treasury (and investment) Officer, Chief Risk Officer “CRO”, Internal Audit Manager, Internal Sharia Audit Manager, Chief Compliance Officer “CCO”, Chief Sharia Compliance Officer, and any other employee in the bank who occupies the same job position and has an executive power parallel to the powers of the aforementioned and/ or is directly reporting to the general manager. Fit and Proper Certain requirements, and standards relating to honesty, integrity, reputation, competence and qualifications in accordance with the requirements contained in these instructions to be present in those nominated to be members of the bank’s board, its senior executive management, and Sharia board. Consulting Position The position whose occupant has a contract or agreement with the bank to provide temporary consulting services, or who does so under an annual contract. External auditor Includes the audit office, partners in the audit office, and audit team members. Audit Office The office through which the audit team practices the profession and is registered with the Companies Control Department at the Ministry of Industry, Trade and Supply as a civil company to practice the profession in accordance with the legislations in force. The partner in charge of the audit The licensed partner in the audit office who is responsible for the audit task and for the report issued on behalf of the audit office, and who possesses the experience, academic qualifications, and professional certificate that qualify him/ her to sign off the audit report. Audit Team The team members who perform audit procedures under the supervision of the partner in charge of the audit. This does not include members of the additional service team of non￾audit services.

5 Article (3): Scope of Application A. With respect to paragraphs (b and c) of this article, all banks including Islamic banks are required to abide by these instructions. B. The foreign bank branch operating in the Hashemite Kingdom of Jordan shall abide by these instructions to the extent applied thereto, or by the code and policies of Corporate Governance and fit and proper criteria issued by their headquarter (the mother bank) or supervisory authority in the home country, whichever achieves more the goals of corporate governance and fit and proper criteria. In case of any conflict, the branch shall inform the Central Bank and the mother company of such matter, and present the necessary clarification of such conflict, then obtain the Central Bank’s approval on reconciliations for such conflict. C. The provisions of Articles (4), (5), (6), (7), (8 except for item (b/2/b)), (12/a), (13/a), (18/k and L), (19/a/1), (19/b/1) and (24/a, b and d) do not apply to the foreign bank branch operating in the Kingdom. The board tasks mentioned in the articles that apply to the foreign bank branch operating in the Kingdom are part of board tasks or of those relating to reference authority to which the regional manager reports. Article (4): Board of Directors Composition A. The board should consist of no less than eleven members, except where the bank is owned by one shareholder, when it shall consist of at least seven members. B. Neither the chairman nor any board member has the right to combine their position with any executive position or any position under which they participate in managing the daily work of the bank or any consulting position therein. C. Independent members of the board shall not be less than four, except where the bank is owned by one shareholder. D. The diversity and integration of skills and experiences amongst board members shall be taken into account so as to provide a wide range of visions and viewpoints in line with the size of the bank (or banking group), the nature of its activity and its strategy. Article (5): Fit and Proper Criteria of Board Members A. The board shall approve a policy to ensure the fit and proper of its members. Such policy shall include the minimum standards, requirements and conditions, which are to be fulfilled by the candidate member. This policy should be reviewed whenever needed. The board shall also set

6 out adequate procedures and systems to ensure that all members meet these criteria and continue to do such. B. Those who assume the chairman (or membership) of the board must meet the following requirements:

1. He/ she shall be of 25 years of age or more.
2. He/ she shall not be a board member, general manager, regional manager, or an employee of any other bank operating in the kingdom, unless the other bank is a subsidiary.
3. He/ she shall not be an attorney, legal counselor, or auditor of the bank, or a counselor of any other bank inside the kingdom.
4. He/ she shall hold a university degree, as a minimum, in economics, finance, accounting, business administration, or any other similar specialties. The nomination and compensation committee has the right to consider other specialties (such as Law and Information Technology) if coupled with banking business expertise or activities relating thereto in accordance with Paragraph (4/ d) of these instructions.
5. He/ she shall not be a government employee or public official, unless a representative of them.
6. He/ she shall have experience for at least five years in banking, finance, economics, or other fields related to banking activities.
7. He/ she shall not have any relationship, including kinship up to the third degree, with the general manager of the bank, and of the first degree, with any other member of the senior executive management. C. The Central Bank’s no- objection statement shall be obtained prior to the nomination of any person (and of the nomination of the representative of the legal entity including temporary representative of any government entity, public institution, or public legal institution) to be a board member. Therefore, the bank shall enclose in its no- objection request the board’s decision, the recommendation of the nomination and compensation committee, which includes its depiction of the added value that the nominated member will provide for the board’s tasks, the declaration (the attachment No. 1 and its annex), the declaration of the independent member shown in attachment No. 6, the candidate’s CV, all academic certificates, experience, and no￾criminal record certificate, and a copy of the identification card (passport for non- Jordanians). The Central Bank will not consider any no-objection request unless it is completed with the above attachments.

7 D. The chairman shall make sure to notify the Central Bank of any material information which may negatively affect the fit and proper of any members thereof and of the representative of the legal entity. E. The Nomination and Compensation Committee shall determine the requirements necessary to ensure the independence of the member, which shall include the following conditions as a minimum:

1. He/ she shall be a natural person.
2. He/ she shall not have worked as an employee or a consultant in the bank or in any of its subsidiaries during the past 3 years prior to his/ her nomination. The bank must rectify its status in this regard within a maximum period of one year from the date of issuance of these instructions.
3. He/ she shall not be related (up to 2nd degree relatives) to any other board member of the bank, or to board/ management committee members of other subsidiaries of the bank, or to any major shareholder thereof.
4. He/ she shall not be related (up to 2nd degree relatives) to any of the senior executive management members of the bank (other than the general manager), or to any of the senior executive management member of subsidiaries thereof.
5. He/ she shall be neither a partner or employee for the external auditor of the bank, nor has been such during the last three years prior to his/ her nomination.
6. He/ she shall not be a major shareholder, or an affiliate of a major shareholder in the bank. Neither his/ her contribution with an affiliate contribution shall equal shares of that of a major shareholder, or of a major shareholder in the bank's subsidiaries, or of a major shareholder in the group owning the bank.
7. He/ she shall not have been a board member of the bank or of any of its subsidiaries or a member of the management committee therein for more than eight aggregate years for the aforementioned memberships. If any member has lost his/ her independence pursuant to this item, the bank has the right to following a cooling- off period of at least (4) consecutive years and in the event of having sufficient justifications, obtain the Central Bank no- objection to consider that member as an independent member.
8. Neither he/ she, their spouse, relative of the 1st degree, or any company in which he/ she is a member of the board or of the senior executive management, which he/ she owns, or in which he/ she is a major shareholder shall have obtained a credit from the bank exceeding 5% of the bank regulatory capital, nor shall he/ she be a guarantor of credit

8 exceeding the mentioned percentage. The Central Bank has the right to consider some cases related to nominated persons who have memberships in public shareholding companies. F. The Central Bank has the right to deem any member as non independent according to certain information, despite the fact that he/ she meets all the conditions stipulated in Paragraph (e) hereof. G. The Board has the right to, if it deems it necessary and for clear and specific justifications, appoint a consultant. Doing such shall be within the scope of tasks consistent with the nature of the consultant’s work, shall not include supervisory or executive tasks in any way, shall be within a specific timeframe and shall not negatively affect the board role of overseeing the bank’s business in line with its tasks stipulated in the legislations, including the Banking Law. The Central Bank no- objection should be obtained for this appointment. Article (6): The Board tasks A. The board shall oversee the executive management, approve a policy for monitoring and reviewing their performance to achieve the corporate goals and ensure the soundness of all bank operations. B. The board shall define the bank’s strategic goals, orient the executive management to prepare a strategy to fulfill these goals and, then, approve the strategy and the related action plans that go in line with this strategy. C. The board shall ensure the availability of policies, plans and work procedures in the bank that cover all of its functions, and which are in line with the concerned regulations. All of such are to be circulated across all managerial levels and reviewed on a regular basis. D. The board shall establish the bank corporate values, draw clear lines as to the responsibilities and accountability for all bank functions, as well as establish a high- level culture in terms of moral standards, integrity and professional conduct of the bank administrator. E. The board shall be responsible for carrying out the Central Bank requirements and those of other supervisory and regulatory authorities, and taking care of the stakeholders interests. It shall ensure also that the bank is duly managed within the framework of the laws and regulations and its internal policies, and that the effective monitoring of the bank’s activities, including outsourced activities, is always in place.

9 F. With due observance to article (10/ g) of these instructions, the board, in light of the recommendations made by the relevant committee, must approve the appointment of the general manager, the internal audit manager, CRO and CCO, and is responsible for accepting their resignations or termination of services. G. The board shall approve a risk management strategy and monitor its continuous implementation. Such strategy shall include the bank’s risk appetite that prevents exposing the bank to high risks. The board shall be aware completely of the operational work environment and associated risks thereto. The board also shall ensure the availability of tools and infrastructure to manage the risks and that they are capable to define, measure, analyze, evaluate, and control all risk types which the bank may be exposed to. H. The board shall ensure the availability of sufficient Management Information Systems “MIS”, that are reliable and covering all the bank activities. I. The board shall verify that the “bank business credit policy” include an assessment of the customers’ corporate governance quality for public shareholding companies, in a way that customers risk assessment shall be done by adopting strength and weakness points according to their governance performance. J. The board shall develop an environmental and social policy. This policy shall include the bank disclosures of the initiatives it conducts in this regard within its annual report and/ or sustainability report. Such initiatives shall at least be:

1. Social initiatives in protecting the environment, health and education.
2. Social initiatives to fight poverty and unemployment.
3. Encouragement of micro and medium finance.
4. Participation in initiatives of added economic value to society. K. The board should take adequate measures to ensure clear segregation of the powers of major shareholders and those of the executive management. It must also allocate suitable mechanisms to minimize the influence of major shareholders. The senior executive management shall derive its power only from the board and shall act within the framework of delegation granted thereto by the board. L. The board shall approve the bank’s overall organizational structure. M. The board of a bank operating within a banking group, shall abide by the following:
5. When the bank operating in Jordan is the mother company, the board shall approve the group’s strategy and public policies, and the corporate governance code on the group

10 level. Such is to be done in a way to comply with these instructions and the group structure, and shall be applied to all group units to ensure that the subsidiaries policies are in parallel with these instructions, where possible, taking into consideration relevant instructions issued by regulators of host countries where the subsidiaries exist. 2. When the domestic bank is part of a banking group, the board should be familiar with the group structure, especially complicated ones, through knowing the interconnections and relationships between the entities and Mother Company. It shall be also aware of the adequacy of the corporate governance within the group in terms of adapting the corporate governance policies and strategies of the mother company to these instructions or any instructions issued by the Central Bank or other related supervisory authorities thereafter. In case of a conflict, the Central Bank approval to rectify it shall be obtained. N. The board shall specify the banking operations which require its approval in a way that is not exhaustive and jeopardizing its supervisory role, and shall not grant executive authority, including granting credit, to a sole board member including the chairman. The board has the right to constitute a committee called “credit committee” to look exclusively into credit exceeding the authority of the highest committee in the executive management and as follows:

1. The number of the committee members shall not be less than five, one of whom can be independent but not any of them a member in the audit committee.
2. Its authorities shall be exclusively to take suitable decisions for such credit facilities, which have been recommended by the above mentioned executive committee.
3. The highest limits of the authorities granted to this committee with regards to granting, adjusting, renewing, restructuring, scheduling, or settling the credit facilities shall be defined in a way to make such authorities clear for the board.
4. The minimum quorum to hold the committee meetings is at least four members, and the decisions should be taken by the majority regardless of the number of present members.
5. It shall report to the board the details of the credit facilities it has approved. O. The board shall appoint the board secretary and be responsible for the termination of his/ her services and the determination of his/ her compensations and remunerations. The duties of the board secretary include:
6. Attending all board meetings, and accurately recording all discussions, suggestions, objections, reservations and voting methods on the drafted board decisions.
7. Scheduling the board meetings in coordination with the chairman.
8. Verifying that all board members sign the meetings minutes and decisions.

11 4. Following up the execution of decisions made by the board, and the discussion of any topics adjourned from a previous meeting. 5. Maintaining the records and documents of the board meetings. 6. Taking appropriate actions to ensure that the drafted decisions to be issued by the board are in conformity with the laws and regulations including those issued by the Central Bank. 7. Preparing for General Assembly meetings. 8. Coordinating with board committees. 9. Providing the Central Bank with fit and proper declarations signed by board members. P. The board members and committees shall have the ability to directly contact the executive management and the board secretary, and they shall be empowered to do the duties entrusted to them. However, no board member shall affect the senior executive management decisions unless through negotiations conducted in the board’s or its committees’ meetings. Q. The board shall take due diligence measures when deciding on any of the issues related to the bank business, and consider the sound bases in the decisions taken in this regard in a manner that guarantees carrying out its duties at highest levels of professionalism. R. The chairman must undertake the following as a minimum:

1. Establishing a constructive relationship between the board and the senior executive management.
2. Encouraging expression of opinions on issues discussed in general, and on those that raise different points of view amongst the board members, and encouraging negotiation and voting on such issues.
3. Discussing, in detail, the strategic and important issues in the board meetings.
4. That all board members receive and sign the minutes of previous meetings, and that they receive the meeting agenda well before the meeting is held. The agenda shall include enough written information about the topics to be discussed in the meeting. The handing of such shall be made via the secretary of the board.
5. The availability of a charter governing and identifying the board scope of work.
6. Providing each member in the board, once elected, with the concerned laws related to banking; the Central Bank instructions pertaining to the scope of work of the board including these instructions; a booklet stating the member’s rights and tasks; and the secretary’s duties.

12 7. Providing each member with sufficient summary on the bank’s operations on the date of appointment or upon request. 8. With the assistance of both the bank’s legal counselor/ legal department manager and the secretary of the board, deliberating with any new member on the board’s responsibilities and roles, especially those relating to legal and organizational requirements, so as to clarify the tasks, authorities, and other matters of membership such as membership term, meetings schedules, committees’ responsibilities, remunerations, and the possibility of obtaining independent technical advice when necessary. 9. Meeting the board members’ needs for developing their expertise and continuous learning. The new board member shall participate in an Orientation (induction) Program that suits his/ her banking background and includes, as a minimum, the following topics: a. The bank’s organizational structure, corporate governance, and code of conduct. b. Corporate goals, the bank’s strategic plan, and its approved policies. c. Financial position of the bank. d. The bank’s risks profile and Risks management framework therein. S. Each board member must undertake the following as a minimum:

1. To have sufficient knowledge of legislations and principles of banking, the bank's operational environment, and to be up to date with the developments taking place therein as well as with related external updates.
2. Attending all meetings of the board, its committees, and of the General Assembly, as necessary.
3. Devoting enough time to undertake his/ her roles and duties as board member. The nomination and compensation committee shall find a clear methodology to verify this; (for example but not limited to) the number of memberships of such member in other boards/ bodies/ fora…etc.). T. The board duties with respect to disclosure and transparency include the following, as a minimum:
4. Maintain a specific mechanism to ensure interconnection with stakeholders through disclosing and providing significant information on the bank activities by virtue of the following: a. General Assembly meetings. b. Annual report. c. Quarterly reports including financial information, in addition to the board report on bank stocks trading, and its financial position during the year.

13 d. Website of the bank e. Shareholders relationship section. 2. Make sure of allocating part of the bank website to include clarification on shareholders rights, and encouraging them to attend and cast their votes in the General Assembly meetings. This is in addition to publishing meetings documents including complete text of the invitation and meetings minutes. 3. Make sure that the financial and non- financial information of concern to stakeholders has been published at the earliest convenience. 4. Make sure that the bank annual report includes a statement from the board to the effect that the board is responsible for the accuracy and sufficiency of financial data, all data included in the report, and the adequacy of the internal controls. 5. Make sure of the bank’s commitment to disclosures defined under the international financial reporting standards (IFRSs), international accounting standards (IASs), Central Bank instructions, and other legislations of concern. The board shall also ensure that the executive management is aware of the changes on International Financial Reporting Standards. 6. Ensure publishing the corporate governance code on the bank’s website and through any other suitable means to make it available for public viewing. The bank shall include and disclose in its annual report the presence of the code, and to what extent the bank complies with its contents. 7. Ensure that the annual and quarterly reports of the bank include disclosures that enable the current or prospective shareholders to access operations outcomes and the financial position of the bank. 8. Make sure that the annual report includes the following, as a minimum: a. Summary of the bank’s organizational structure. b. Summary of the responsibilities and roles of the board committees and any other authorities delegated by the board for such committees. c. Information of concern to stakeholders contained in the corporate governance code of the bank. d. Information on each board member in terms of his/ her qualifications, expertise, shares in the capital, being independent or not, membership in board committees, date of appointment, and memberships in other companies' boards. e. Information on the risk management department including its structure, nature of operations, and developments undergone thereon. f. Number of the meetings of the board and its committees and the number of each member’s attendance of these meetings.

14 g. Names of all board members and senior executive management who resigned during the year. h. Summary on remuneration granting policy in the bank, disclosing all remuneration types and forms of the board members on individual basis, and remuneration of all types which have been granted to the senior executive management on individual basis, for the last year. i. Declarations by all board members stating that neither they nor any related entity received any benefits, whether financial or otherwise, from the bank without declaring it, for the last year. Article (7): Board Meetings and its Committees A. With due observance to the provisions of Article (6/N/4) of these instructions, the quorum for any committee meeting shall not be less than (3) members, including the committee chair. It is not permissible to nominate an alternate member in any committee meeting in the absence of any member. B. With due observance to the provisions of Article (6/O /3) of these instructions, the board members have the right to attend its meetings and those of its committees by any means of video conferencing, provided that the board chairman and the secretary approve the minutes of the board meeting and its quorum, and the committee chair and the secretary approve the minutes of the committee meeting and its quorum. Article (8): Board Committees A. The board of directors shall form committees from its members, approve the charter for each committee that include as a minimum the committee composition, its duties and authorities, frequency and quorum of its meetings, nomination of a secretary thereof, while defining his/ her duties including accurately recording all discussions, suggestions, objections, reservations and methods of voting on the drafted committee decisions. Such committees shall report periodically to the board. The existence of such committees shall not relieve the board from its responsibilities. B. The board shall form the following committees as a minimum. It is prohibited for any board member to be the chair of more than one of the committees mentioned below, nor he/ she can be the chair of more than two of all board committees. The authorities of any board committee mentioned hereof shall not be delegated to any other party. Banks are

15 also prohibited from forming any committee that has any executive authorities, while this does not include the “credit committee” stipulated in these instructions:

1. Corporate Governance Committee: It shall consist of at least 3 members, the majority of whom shall be independent, and it shall include the chairman. The committee shall assume the following: a.To oversee the preparation of a corporate governance code and its approval from the board, so that to express the bank’s view of corporate governance in terms of its concept, importance and basic principles, in a manner that at least conforms with the legislation in force and ensures the achievement of best practices in this field. This code should be updated whenever necessary. b.To provide the Central Bank with a letter signed by all the committee members confirming that the code conforms with these instructions. This should be done within a period up to six months as of the date on which these instructions are issued and within two months from the date of any subsequent amendment. c.To verify that the observations contained in the report of the Internal Audit Department- or any other relevant body- have been corrected, with regard to the bank's compliance with the corporate governance code. d.To inform the Central Bank immediately upon any violations of the provisions and requirements of these instructions.
2. Audit Committee:

A. With respect to the Jordanian Bank: 1.Subject to the Banking Law, the majority of the committee members including the committee chair shall be independent members. The chair of the committee shall not be a chair of any other committee derived from the board, nor the committee shall include the chairman. 2.The majority of the committee members must have academic qualifications in the fields of accounting, finance, or to have professional certifications in these two areas. They must also have relevant experience in the fields of accounting, finance, external audit, internal audit, or banking. The bank shall rectify its status in this regard within two years as of the date of issuing these instructions. 3.Subject to the Banking Law regarding the committee tasks and authority, it shall review the following matters:

16 a. Scope, outcomes, and adequacy of the internal and external audit in the bank. b. Accounting issues that have material impact on the bank financial statements. c. Internal control systems. 4.The committee shall recommend to the board the appointment of the external auditor, the termination of their service, determination of their fees, their independency assessment and any other provisions relating to contracting with them. This is in addition to any other services assigned to the auditor. 5.The committee charter shall include the following: a. The committee shall possess the authority to get any information from the executive management either directly or through the internal audit manager. b. The committee shall has the right to call any administrator to attend any of its meetings. 6.The committee shall hold meetings (separate meetings) with the external auditor, internal audit manager, Chief Compliance Officer, Internal Sharia Audit Manager, Chief Sharia Compliance Officer at least once a year without the presence of other senior executive management members. 7.The committee shall review, oversee and ensure that the bank has appropriate and effective whistleblowing procedures, which enable the employee to speak up in a confidential way about any errors in the financial statements or any other matters. The committee shall also ensure the availability of arrangements necessary for independent investigation and shall ensure following up investigation outcomes, and treatment actions in an objective manner. 8.The committee shall verify that the internal audit department complies with the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors (IIA), including conducting an independent external evaluation of the internal audit activity at least once every five years and providing the Central Bank with a copy thereof. 9.The Committee shall verify the availability of sufficient resources and a sufficient number of qualified human staff for the Internal Audit Department and enrolling them in specialized training programs, including those in the field of corporate governance. 10. The committee shall verify that the internal audit staff are rotated to the bank audit activities every three years as a maximum. In the event of the inability to achieve this in certain areas, the committee’s approval shall be taken regarding the justifications for non- compliance, especially in specialized cases such as the information technology and cybersecurity audit. 11. The committee shall verify that the internal audit staff are not assigned any executive tasks. 12. The committee shall ensure that all activities of the bank are subject to audit- in accordance with the risk- based approach- including outsourced activities. 13. The committee shall evaluate the performance of the internal audit manager and determine his/ her remunerations in accordance with the performance appraisal policy approved by the board. B. With respect to the foreign bank branch: This committee is formed of the managers of the foreign bank’s supervisory departments. It is chaired by the internal audit manager and its meetings are legal in the presence of all its members. The committee works under the oversight of the Audit Committee established by the

17 Board of Directors of the mother bank or the regional authority to which the branch belongs with regard to the audit activity, as applicable, and to whom it submits its reports and recommendations. The committee exercises the duties and authorities specified in its charter. 3. Nomination and compensation committee: a. This committee consists of at least 3 members, the majority thereof including the chair are independent members. b. This committee shall have the following roles:

1. Studying the fit and proper of the members nominated to join the board taking into consideration the candidates' capabilities and qualifications, and raising proper recommendation thereon to the board. In case of a member being re- nominated, his/ her attendance and efficient participation in the board and committees meetings must be considered.
2. Informing in writing any member (including the representative of the legal entity), who applies to join the board, of the board’s decision which states that he/ she does not meet the provisions of these instructions.
3. Recommending to the board the qualified candidates to join the senior executive management.
4. Ensuring that the board members attend banking- related workshops or seminars, especially risks management, corporate governance, and the latest banking developments.
5. Determining whether the member fulfills the independent member requirements, taking into consideration the minimum conditions stipulated for in Article (5/e) of these instructions, and reviewing such on an annual basis. The Central Bank should be provided with any updates on the independence of any of the independent members.
6. Assessing annually the performance of the board as whole, and of its individual committees and members, while following defined and approved assessment basis that is built on objective assessment standard. The results of this assessment shall be reported to the Central Bank. The board members (other than those of the Nomination and Compensation Committee) shall, on an annual basis, assess the performance of the Nomination and Compensation Committee and its individual members.
7. Providing board members upon request with the required information and summaries on some important matters in the bank, and making sure to keep them abreast of current topics related to the banking sector.
8. Developing a performance appraisal and compensation policy for the bank’s administrator, and reviewing it periodically. This policy should include a mechanism for determining the salaries, remunerations, and other privileges of the general manger and other executive management members. The committee does not have the right to delegate this task to the executive management, and this policy must be approved by the Board.

18 4. Risk Management Committee: a. This committee shall consist of, at least, three members, the majority of whom, including the chair, should be independent members. The bank shall rectify its status in this regard within a period up to one year as of the date on which these instructions are issued. b. The committee shall convene at least once every three months and whenever necessary. c. The committee shall have the following roles:

1. Ensuring the availability of a comprehensive risk management strategy for the bank that includes the type and level of risk appetite for all bank's activities.
2. Verifying the availability of policies and tools for identifying, measuring, analyzing, assessing and controlling risks, while reviewing such on an annual basis as a minimum to ensure their effectiveness and amending them when necessary.
3. Verifying the availability of a risk management system that ensures the accuracy and adequacy of the data used to identify, measure, analyze, assess and control the risks and losses that may result from them, and maintain the necessary capital to meet them.
4. Ensuring the effectiveness of the risk management department's work procedures and assessing the extent to which the executive management abide by the approved policies and procedures.
5. Reporting to the board periodically on the risks to which the bank is exposed, including the exceeding of the accepted risk appetite levels and the procedures to treat them.
6. Following up developments that impact the bank’s risk management.
7. Ensuring the availability of risk management measures, including but not limited to: a. Risk self- assessment and risk indicators. b. Preparing a historical database of losses, identifying the sources of such, and classifying them according to the type of risk. c. Ensuring the availability of the necessary equipment, appropriate automated systems and quantitative methods.
8. Ensuring the availability of sufficient resources and enough qualified human staff for the Risk Management Department and enrolling the latter in specialized training programs.
9. Assessing the performance of Chief Risk Officer and determining his/ her remunerations in accordance with the performance appraisal policy approved by the board, after seeking the opinion of the general manager.
10. Compliance Committee: a. This committee shall consist of, at least, three members, provided that they include an independent member. The bank shall rectify its status in this regard within a period up to one year as of the date on which these instructions are issued. b. The committee shall convene once every three months and whenever necessary.

19 c. The committee shall have the following roles:

1. Ensuring the availability of the bank’s compliance policy and procedures issued pursuant thereto, in order to guarantee the establishment of a compliance function capable of performing its tasks effectively. The committee should conduct, at least once a year, an assessment of the effectiveness of the bank's management of non- compliance risks.
2. Approving the annual plan and reviewing the periodic reports prepared by the Compliance Department, which include non- compliance risks assessment, violations, deficiencies and corrective measures taken.
3. Overseeing the implementation of the bank's compliance policy, and making sure that the bank's executive management resolves all compliance- related issues in an appropriate and effective manner.
4. Overseeing the Compliance Department work, and ensuring that appropriate mechanisms are in place to monitor the compliance of all administrative levels in the bank with all regulatory requirements, legislations in force, and international standards, including the recommendations of the Financial Action Task Force (FATF).
5. Ensuring the availability of sufficient resources and qualified human staff for the Compliance Department and enrolling the latter in specialized training programs.
6. Assessing the performance of the Chief Compliance Officer and defining his/ her remunerations in accordance with the performance appraisal policy approved by the board, after seeking the opinion of the general manager. Article (9): The Executive Management Tasks A. To execute and manage the bank's activities in accordance with the strategies/ policies approved by the board, systems, risk management, operations and controls necessary to manage all kinds of risks to which the bank is exposed, to ensure that the levels of risk appetite approved by the board are not exceeded, and to comply with all legislations in force and the bank’s internal policies. B. To verify that there are comprehensive work procedures for all bank's activities, that are in line with the legislations in force and the strategies/ policies approved by the board, provided that these procedures are approved by the general manager or the regional manager of the foreign bank branch (except for the supervisory departments since they must be approved by the relevant committee/ sharia board), and to ensure that these procedures are applied. C. To prepare the financial statements. D. To develop the general organizational structure of the bank and approve it by the board, as well as developing the sub- organizational structures of all units operating in the bank and approving them by the general manager or the regional manager, except for the sub- organizational structures of the supervisory departments in local banks that are approved by the board based on the recommendation of the relevant committee/ authority, provided that these structures indicate

20 the hierarchical order and reflect the lines of authority and responsibility in a detailed and clear manner, and that the general organizational structure includes, at a minimum, the following:

1. The board and its committees.
2. The executive management and its committees.
3. Separate departments for risk management, compliance, internal audit, and internal Sharia audit, in a manner that enables them to carry out their tasks with complete independence including not performing any executive activities, so that their connection to the relevant committee is shown in a continuous line and in a dotted line with the general manager.
4. Units that are not engaged in the executive activities such as the employees of credit review and middle office.
5. Subsidiaries and foreign branches. E. To prepare an annual budget, approve it by the board and periodically reporting to the board showing the deviation of the actual performance from the estimated and its reasons. F. To refrain from doing any practices that could affect the independency and objectivity of the supervisory departments, since the cooperation of these departments with the bank’s various units and the executive management is essential to carry out their tasks. Supervisory departments are required to inform the senior executive management of any important issues that require immediate measures to be addressed if they are identified by any of these departments. This does not prevent these departments from informing the relevant committee/ sharia board about these matters. G. To provide the supervisory entity, the external and internal audit and any other relevant entities, at the time specified by such entities, with the required information and statements which are necessary to carry out their tasks in an optimal manner. H. To develop the bank’s Code of Conduct, approve it by the board, and circulate it among all administrators in the bank. I. To develop the skills and professional behavior of the bank’s employees to comply with the latest standards of ethics and code of professional conduct. J. To verify that there are appropriate supervisory controls for each activity or operation, and to separate the procedures administratively and practically among the tasks of approval and execution. K. The general manager, in addition to legislations in force, shall:
6. Develop the strategic direction of the bank.

21 2. Implement bank's strategies and policies. 3. Implement the board decisions. 4. Provide guidance for executing short and long- term action plans. 5. Establish mechanisms to convey bank's vision, mission and strategy to employees. 6. Inform the board of all important aspects of the bank's activities. 7. Manage the daily activities of the bank. 8. To approve a detailed description of the tasks of each organizational unit (except for the supervisory departments that must be approved by the relevant committee/ sharia board), provided that all staff of the bank are informed of it each according to their specialization. Article (10): Fit and Proper criteria of the Senior Executive Management Members A. The board shall approve a policy to ensure the fit and proper of the senior executive management members in the bank. Such policy shall include the standards, requirements and conditions that must be met by any member of the senior executive management. The board shall review this policy periodically, and set out adequate procedures and systems to ensure that all senior executive management members meet the fit and proper criteria and continue to do such. B. The board shall verify that the general manager enjoys integrity and has technical competency and banking expertise. C. The bank shall obtain the board’s approval on appointing/ transferring/ promoting/ assigning or accepting the resignation of, or terminating the services of any of the senior executive management members in the bank. D. The board shall set up a succession plan to the senior executive management members in the bank, and review it at least once a year. E. The chairman shall ensure that the Central Bank is notified of any material information that may negatively affect the fit and proper of any member of the senior executive management. F. Any member appointed in the senior executive management of the bank shall meet the following conditions:

1. Not to be a board member of any other bank unless it is a subsidiary.
2. To be fully devoted for the management of the bank’s activities.
3. To hold a bachelor degree, as a minimum, in economics, finance, accounting, business administration, or any other similar specialties related to the bank business.

22 4. To have at least five years of experience in the field of banking (mostly in the field of the job for which he is nominated) or related business, except for the general manager or regional manager who must have at least ten years of experience in the field of banking. 5. Not to be a major shareholder and not to be related to the chairman of the board, or any of the board’s members, or any major shareholder in the bank up to a third degree kinship in the case of the general manager, and to a first degree kinship in the case of any other member of the senior executive management. G. The Bank shall obtain a No- Objection from the Central Bank before appointing/ transferring/ promoting/ assigning any member of the senior executive management, provided that the board's decision, the relevant committee’s recommendation, the approved general organizational structure, the member's declaration (according to attachment (2) and its annex), CV, academic and experience certificates, a no- criminal record certificate, and a copy of the identification card (passport for non- Jordanians) shall be attached to the No- Objection request, since the Central Bank will not consider any No- objection request unless it is complete with the above attachments. H. The Bank shall obtain a No- Objection from the Central Bank on the resignation or termination of the services of the general manager/ regional manager, the internal audit manager, risk management manager, compliance manager, Sharia compliance officer, and the Central Bank hasthe right call upon any administrator to inquire about the reasons of resignation or termination of services. Article (11): Conflict of Interests A. The board shall approve a policy that governs conflict of interests of all forms including those arising from the bank’s connection to the companies within the banking group, and shall approve the necessary measures to ensure the adequacy of the controls and internal supervision to monitor the compliance to this policy and prevent violations thereof. This policy shall include the following as a minimum:

1. Avoid activities that result in a conflict of the bank’s interest and the interest of any administrator in the bank or of any sharia board member of all forms.
2. Immediate disclosure upon the verification of any issue that resulted in or may result in a conflict of the bank’s interest and the interest of any administrator in the bank or of any sharia board member of all forms.

23 3. The board member shall not disclose the confidential information of the bank or use it to his/ her own interest or for the benefit of others, and the representative of the legal entity shall not disclose any confidential information circulated during the meetings of the board or its committees to any person, including any administrator of the legal entity. 4. The board member shall favor the bank’s interest in all business transactions conducted with any other company in which he/ she has a personal interest. In addition, he/ she shall not use the bank’s commercial business opportunities to his/ her own interest, and shall avoid conflict of interests and disclose to the board in detail any conflict of interests, if any, with a commitment not to attend a meeting or participate in a decision taken therein, where such a topic is discussed, and to record this disclosure in the minutes of any meeting of the board or its committees.. 5. Examples of cases that result into conflict of interests, provided that they include conflicts that arise between the interest of the board member and the interest of the bank, or between the interest of the member of the Sharia Board and the interest of the bank, or between the interest of the member of the executive management and the interest of the bank, or between the interest of any of the companies within the banking group, subsidiaries or affiliates of the bank and the interest of the bank. 6. Identify the bank’s related counterparties in accordance with the legislations in force and determine the conditions of transactions with those parties in a manner that ensures that the bank’s related counterparty does not get better conditions than the conditions applied by the bank to another customer who does not have a relationship with the bank, and this includes all the bank's transactions with any of the companies within the banking group of which the bank is a part. 7. Determine the nature of transactions with the related counterparties to include all types of transactions without being limited to credit facilities only. 8. Procedures followed by the bank when identifying cases of non- compliance with the above policy. B. The Board shall approve a code of professional conduct enabling the bank to carry out its business with high integrity, and includes at a minimum the cases that may result in a conflict of interests, and shall verify that it has been circulated to all administrative levels of the bank. C. The internal audit department shall conduct a test at least once a year to ensure that all the transactions carried out with the bank’s related counterparties have been executed in accordance with the legislations in force and the bank's internal policies and approved procedures, and it

24 shall submit its reports and recommendations thereon to the audit committee. The audit committee shall inform the Central Bank upon verification of any violation of any of the legislations in force and internal policies in this field. D. The board shall ensure that the executive management has high integrity in conducting their work, avoids conflict of interests, and objectively implements the approved policies and procedures. E. The board shall approve controls for transfer of information among the various departments to prevent its exploitation for personal interest. Article (12): Assessment of administrators Performance A. The board shall ensure the presence of a system to assess its business and its members and committees’ businesses. Such system shall include the following at a minimum:-

1. Key Performance Indicators (KPls) derived from strategic plans and goals to be used for performance appraisal of the board and its committees.
2. The communication between the board and the shareholders, and its periodicity.
3. Periodicity of the meetings between the board and the senior executive management.
4. The member’s attendance of the meetings of the board and its committees and his/ her active participation in these meetings, as well as comparing his/ her performance with that of other members. A feedback shall be obtained from the concerned member in order to improve the evaluation process.
5. The extent to which the member has developed his knowledge of the banking business through his/ her participation in training programs. B. The board shall annually assess the performance of the general manager according to a system prepared by the nomination and compensation committee and approved by the board, where it includes setting key performance indicators. The assessment standards of the general manager performance shall include at a minimum the financial and administrative performance of the bank compared to the size of the risks, and the general manager achievement of the bank’s medium and long- term plans and strategies. A suitable weighting is set for each item of the assessment, provided that the committee shall notify the Central Bank of this assessment. C. The board shall approve a system to measure the performance of the bank’s administrators other than the board members and the general manager. Such system shall take into consideration performance indicators that differ according to the nature of the departments’ business and the

25 extent to which they achieve their goals, provided that it shall include, as a minimum, the following:

1. A suitable weighting to measure the compliance with the framework of the risk management department and the compliance department and the implementation of internal controls and organizational requirements.
2. Gross income or profit shall not be the sole factor to measure the performance; that is other factors shall be considered to measure the performance of administrators such as, risks associated with major operations and the achievement of every department’s goals and their annual plans, in addition to measuring customer satisfaction as applicable. D. The performance of the internal audit department’s employees shall be assessed by the internal audit manager, in accordance with the performance appraisal policy approved by the board. Article (13): Financial Compensations for the administrators A. The board shall set procedures to determine its members' compensation based on the approved assessment system. B. The policy for granting financial compensation shall include the following elements as a minimum:
3. To be designed to recruit and retain competent, skilled and experienced administrators as well as to motivate them and develop their performance.
4. The controls related to the compensation of the chairman of the board, its members and committees for the tasks they carry out as stipulated in these instructions; these compensations may vary according to the performance assessment of the board/ committees/ members and the bank’s solvency and performance.
5. To be designed to ensure that the administrators are motivated to achieve the bank’s goals without causing high risks that may negatively affect the bank’s solvency or reputation or expose it to legal risks.
6. Granting the financial compensation shall not be based on the current year performance only, but it shall be based also on the medium and long- term performance (3-5) years.
7. A mechanism for postponing the payment of a reasonable percentage of the compensations (excluding salaries), so that this percentage and the period of

26 postponement are determined based on the nature and risks of the work as well as on the concerned administrator’s activities. 6. The form of compensation shall be determined in the form of fees, salaries, allowances, bonuses, stock options or any other benefits, provided that the instructions of effective interest ownership are considered. 7. A mechanism for claw back the deferred compensation granted to the administrator in case it turns out later that there are any problems in his/ her performance or that he/ she exposed the bank to high risks due to the decisions that fall within his/ her authorities and were taken by him/ her and could have been avoided. 8. Financial compensations shall not be granted to administrators of supervisory departments based on the results of the work of the departments under their supervision. Article (14): Internal Audit Department A. The board shall take the necessary measures to promote the effectiveness of the internal audit by giving the necessary importance to the internal audit activity and establishing it in the bank, ensuring and enhancing the independence of internal auditors, and giving them an appropriate position in the bank's career ladder. The board shall ascertain that they have the knowledge, skills and competence necessary to perform their tasks, and shall guarantee their access to all records and information, and to contact with any administrator to enable them to perform the duties assigned to them and prepare their reports without any interference. B. The board shall verify that the internal audit department is subject to the direct supervision of the audit committee, and that it reports directly to the audit committee with a copy sent to the general manager. In addition, the general manager has the right, with the approval of the audit committee chair, assign the internal audit department with assurance or consulting tasks, provided that this assignment does not affect the independence of the internal audit department. C. The internal audit department shall carry out the following tasks as a minimum:

1. Verifying the adequacy of the internal control and monitoring systems for the activities of the bank and its subsidiaries and compliance with them, and reviewing and documenting any modifications made to the structure of these systems.
2. Setting the internal audit charter and approving it by the board based on the audit committee recommendation, provided that it shall include the duties, authorities and work methodology of the internal audit department.

27 3. Developing an audit plan that comprises the bank’s activities including the activities of other supervisory departments and outsourced activities, according to the risk degree of these activities, provided that this plan is approved by the audit committee. 4. Reviewing the compliance with the corporate governance code and its related policies and charters on an annual basis, preparing a detailed report thereof, and submitting it to the audit committee with a copy sent to the corporate governance committee. 5. Reviewing the accuracy and comprehensiveness of stress testing in accordance with the methodology approved by the board. 6. Ensuring the accuracy of the procedures followed for Internal Capital Adequacy Assessment Process (ICAAP). 7. Auditing the financial and managerial matters. 8. Following up the violations and observations included in the reports of the supervisory authority and the external auditor, and making sure to address them and that the executive management has the appropriate controls to prevent their recurrence. 9. Ensuring the availability of the procedures required for receiving, handling and keeping the complaints of the bank’s customers, and the observations related to the accounting system, internal control, auditing processes, and submitting periodic reports thereof. 10. Keeping the audit reports and working papers, for a period consistent with the provisions of the legislations in force in this regard, in an orderly and safe manner to be ready for reviewing by the supervisory authority and the external auditor. Article (15): Risk Management Department A. The board shall ensure the independence of the risk management department and grant the department the authorities required to access information from other bank’s departments and to cooperate with other committees to perform its tasks. B. The board shall verify the remedy of the overrides beyond the risk appetite, including accountability of the concerned senior executive management with such overriding. C. The board shall make sure that the risk management department uses periodical stress testing to measure the bank’s ability to withstand the high risks & stressed conditions. The board shall have also the main role in approving the used assumptions and scenarios, discussing the results of such tests, and approving the procedures to be taken in light of these results.

28 D. The risk management department shall carry out the following tasks as a minimum:

1. Implementing the risk management strategy in addition to developing policies and work procedures to manage all risks types.
2. Developing a risk management policy(s) that covers all bank’s activities and sets clear scale and thresholds for each type of risk, and ensuring that all the employees, each according to his/ her administrative level, are fully informed and aware of this/ these policy(s), while reviewing them periodically, provided that the risk management policy(s) shall be approved by the board.
3. Developing a comprehensive statement for all the risk appetite by the bank and approving it by the board.
4. Reviewing the risk management framework in the bank and approving it by the board.
5. Developing the internal assessment statement for the adequacy of the bank’s capital, reviewing it periodically and verifying the implementation thereof, so that it shall be comprehensive, effective and capable to identify all risks that the bank may expose, taking into consideration the strategic plan of the bank and the capital plan, and the board shall approve it.
6. Developing methodologies to identify, measure, analyze, assess and monitor every risks type.
7. Verifying the integration of the risk measurement mechanisms with MIS used therein.
8. Developing business continuity plan and approving it by the board, provided that it is checked periodically.
9. Before launching/ introducing any new (product/ service/ process/ system), ensuring that it is consistent with the bank's strategy, and that all risks arising therefrom, including operational/ information security/ cyber risks, have been identified and that the new supervisory controls and procedures or amendments made are in accordance with the bank's risk appetite threshold.
10. Providing necessary information on the bank risks, to be used for disclosure purposes.
11. Recommending the risk management committee on the bank exposures to risks, and recording the cases of exceptions to risk management policy.
12. Monitoring the adherence of the bank’s executive departments with the risk appetite levels.
13. Reporting to the board through risk management committee, with a copy sent to the general manager that includes information on actual risk profile of all bank’s activities

29 compared with the risk appetite document, and following up the remedy of negative deviations. The executive management has the right to request special reports, as needed, from the bank’s risk management department. Article (16): Compliance Department A. The board shall ensure the independence of compliance department. B. The board shall approve the tasks of the compliance department, so that these tasks are as a minimum:

1. Develop a compliance policy to ensure the bank’s commitment to all related regulations, and to ensure that all the employees, each according to his/ her administrative level, are fully informed and aware of this policy, provided that such policy is approved by the board.
2. Develop an annual compliance plan, and approve it by the compliance committee.
3. Monitor the compliance of all the administrative levels in the bank with all the supervisory requirements and legislations in force and international standards including the FATF Recommendations.
4. Develop periodic reports that include assessing the risks of non- compliance, violations, deficiencies and the corrective actions taken, and submitting them to compliance committee, with a copy sent to the general manager. Article (17): External Audit A. The bank shall develop a policy for external audit, and approve it by the board, provided that it is amended when necessary. Such policy shall include as a minimum the following: 1- The mechanism of nomination and assignment of the auditing office. 2- The mechanism of setting fees of the auditing office. 3- The periodical alteration of the auditing office and team. 4- The independence requirements of the external audit stipulated in paragraph (D) of this article as a minimum. 5- The tasks of the auditing office and team. 6- The relation between the auditing committee and the auditing office and team. 7- Non-audit services that can be assigned to the audit office.

30 8- Criteria of selecting the audit office and the partner in charge, taking into account the following requirements as a minimum: a) Audit office:

1. The number of partners in charge for auditing at the office should be no less than two partners.
2. The office or the international company, which the office is deemed a member of, should have adequate experience of no less than (10) years in auditing banks. b) The partner in charge:
3. Is to be of good conduct and behavior with sound professional reputation.
4. Should not be convicted in any felony or crime for any act considered against honor, or duty of trust.
5. Hold a valid certificate of practicing the profession of auditing, and is registered with the Jordanian Association of Certified Public Accountants according to the provisions of the law regulating the profession of accounting.
6. Should not be suspended from practicing the auditing profession within the last five years, or have been convicted of a final judgment because of professional fault or legal violation related to practicing the profession.
7. Must hold at a minimum a bachelor degree in the field of accounting or any of the fields relevant to the banking business.
8. Hold one of the professional certificates in the field of accounting or auditing issued by one of the internationally acknowledged professional associations for legal accountants or auditors that is recognized by the Jordanian Association of Certified Public Accountants.
9. Have a practical experience in the field of auditing for a period of no less than (10) years, with at least (7) years of which being in the field of banks’ auditing, and to be fully knowledgeable of banking business and their risks as well as the related legislations including the legislations issued by the Central Bank.
10. As for the experience and knowledge required for auditing Islamic banks, the auditor must: a) Have practical experience in the field of auditing accounts for a period of no less than (10) years, at least (7) years of which being in the field of auditing banks’ accounts, with no less than (2) years of it being in the field of auditing

31 Islamic banks, and to be fully knowledgeable of legislations related to Islamic banks’ business including the legislations issued by the Central Bank. b) Be fully knowledgeable of Islamic banks’ business, their risks, and the standards for accounting and auditing issued by the Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI) and the Islamic Financial Services Board (IFSB). B. The bank shall ensure regular rotation of the external auditor every seven years as a maximum, provided that the external auditor shall not be changed during the contract period except after obtaining the approval of the Central Bank and based on substantial reasons. C. The previous office should not be re- elected before at least three years from the date of its last election with the bank. D. The audit committee shall verify the independence of the external auditor during the contract period, beginning and continuing, so as to ensure absence of any conflict of interests between the bank and the external auditor, and the board shall ensure that, and verify that the terms of contract with the external auditor include the following as a minimum:

1. The external auditor cannot be a member of the bank’s board or of the board of directors of any of its subsidiaries.
2. The external auditor cannot permanently carry out any technical, administrative or consultative tasks for the bank or for any of its subsidiaries during the audit mission.
3. The external auditor cannot be partner with any member of the bank’s board/ sharia board/ senior executive management, or with any member of the subsidiaries’ board/ Sharia Board/ directors’ body/ senior executive management.
4. The partner in charge or any member of the auditing team shall not relate, up to the second degree, with any member of the board, any member of the Sharia Board, any member of the senior executive management of the bank or any of its subsidiaries.
5. The external auditor cannot own or deal with the shares of the bank or any of the bank’s subsidiaries, whether directly or indirectly.
6. The external auditor shall not combine auditing of the bank’s accounts and any of non￾audit services assigned to the office. E. The Audit Committee shall verify the qualifications and effectiveness of the external auditor and shall ensure that the letter of engagement clearly includes the scope of the audit, fees, contract period and any other conditions, taking into consideration the nature of the bank, the size of its business, the complexity of its operations and risks.

32 Additional Corporate Governance Requirements for the Islamic Bank Considering the nature of the Islamic bank's business, which requires taking all measures to ensure that all of its business is compatible with the provisions of Islamic Sharia, and to provide the supervisory means that ensure that, the Islamic Bank shall comply with the requirements of the following Articles (18-23) in addition to what is stated in these instructions. Article (18): Additional Tasks of the Islamic Bank’s Board A. Verify setting the adequate controls that ensure the compliance of all the banking activities with the provisions and principles of Islamic Sharia, fatwas and Sharia decisions issued by the Sharia board. B. Approve the policy that organizes the relationship between the bank/ shareholders and the investment accounts holders, provided that such policy is reviewed by the Sharia board and published on the bank’s website, so that it includes quantitative and qualitative disclosures. C. Approve the code of policies and procedures relating to the compliance with the Islamic Sharia provisions and principles. This code shall include the following as a minimum:

1. The mechanism of presenting topics to the Sharia board to get the Fatwa and/ or the Sharia board’s decisions regarding them.
2. Working procedures manual (Action Guide) of the Sharia board.
3. The mechanism of ensuring compliance with the Fatwas or decisions issued by the Sharia board.
4. A mechanism to facilitate communication of the various bank’s units and the bank’s customers with the Sharia board. D. Ensure the availability of a mechanism to provide the bank’s customers- upon their request￾with a clarification of any Fatwa issued by the Sharia board. E. Ensuring that all the Fatwas and decisions issued by Sharia board that related to launching a new product or service, or adopting a processing or a mechanism related to the product or service, for which Fatwas and decisions were issued, are published on the bank’s website within a period of no more than two months as from the date of issuance/ adoption. F. Subject to the provisions of paragraph (9/ D) of these instructions, the organizational structure shall include the Sharia board, the internal Sharia audit department and Sharia compliance.

33 G. Ensure the adherence to the governance standards issued by Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI). H. Ensure allocating part of the bank’s website to include clarification on the rights of investment accounts holders. I. Verify that the general manager implements all decisions and Fatwas issued by the Sharia board and adheres to them. J. Ensure that Sharia risks, which the bank may be expose to, are included in the ICAAP methodology of the bank. K. The chairman shall ensure that the orientation program provided to the board member includes topics relating to Sharia controls. L. Subject to the provisions of Article (6/ t) of these instructions, the annual report of the Islamic bank shall include the following:

1. The board shall ensure the bank’s commitment to disclosures defined under the standards of (AAOIFI)- with the disclosures defined under the international financial reporting standards (IFRS) and international accounting standards (IAS) in case there are no standards for Islamic financial institutions- Central Bank instructions, and other related legislations. As well, the board shall ensure that the executive management is aware of the changes on the standards of (AAOIFI) and (IFRS).
2. Disclosures that enable the current or future investment accounts holders to be informed with the operations results and the financial and Sharia position of the bank, and the board and the sharia board shall ensure that this is included in the bank's annual report.
3. Information on each member of the Sharia board regarding his/ her qualifications, expertise, date of appointment, and the jobs he/ she currently occupies outside the bank and the names of the resigned members. Also, information on the number of the Sharia board meetings as well as the number of each member’s attendance of these meetings shall be included.
4. Disclosures of the compensations granted to the Sharia board members on individual basis, in addition to declarations by all Sharia board members stating that neither they nor any of their related counterparties received any benefits, whether financial or in￾kind from the bank without declaring such, for the previous year.

34 Article (19): Additional Requirements for the Board Committees of the Islamic Bank A. Audit committee

1. In case any member of the audit committee of the Islamic bank does not have appropriate expertise in Islamic bank’s business, he/ she shall be subjected to appropriate training program in fields of the standards of accounting and auditing, and the Sharia controls and the standards issued by (AAOIFI) and (IFSB).
2. The audit committee of the Islamic bank shall carry out the following tasks: A. Review and oversee the procedures which enable the employee to report confidentially any Sharia breaches, and ensure the availability of arrangements necessary for independent investigation and ensure following up on investigation results, and treating them in an objective manner. B. Recommending to the board to approve the appointment of the internal Sharia audit manager, accepting his resignation or terminating his services, based on the recommendations made by the nomination and compensation committee in consultation with the sharia board, provided that the prior No- objection is obtained from the Central Bank, and the Central Bank has the right to call upon him to inquire about the reasons of resignation or termination of services. C. Ensure the availability of adequate resources and number of qualified personnel for the internal sharia audit department, provided that the employees of the department meet the following minimum requirements:
3. An appropriate university degree along with knowledge of the principles of the Islamic financial transactions and the terms of every contract and the reasons behind its being void.
4. Experience and knowledge of standards issued by the (AAOIFI) and (IFSB). D. Verify the rotation of the internal sharia audit employees to audit various bank activities every three years as a maximum. In the event that this is not possible in certain areas, the Committee's approval must obtained on the justifications for non-compliance, especially in specialized cases. E. Verify that none of the internal sharia audit employees is assigned with any executive tasks.

35 F. Verify that all the bank activities are subject to internal sharia audit including the outsourced activities. G. recommend to the board to approve the internal sharia audit charter and verify that it includes the tasks of the internal Sharia audit department, before circulating it within the bank H. Ensure the adequacy and efficiency of the internal Sharia audit department through reviewing its reports and the executive management’s feedback on such reports. I. Ensure the capability of the external auditor to review the compliance of the bank with the Sharia controls within the conditions stated in the engagement letter signed with him and make sure he is doing so. J. Assess the performance of internal sharia audit manager, and define his compensations in line with the performance appraisal policy approved by the board. B. Nomination and Compensation Committee The nomination and compensation committee of Islamic Bank shall handle the following tasks:

1. Subject to the provisions of paragraph (5/ b) of these instructions, ensure that the candidate to join the board’s membership has knowledge of banking activities that are compatible with the provisions of Islamic sharia.
2. Study the fit and proper of the candidates nominated to join the sharia board, taking into account their qualifications and experience. Also in the case of re- nominating the member, the number of his attendance, and the effectiveness of his participation in the meetings of the Sharia Board must be considered, and it shall recommend to the board the names of those candidates.
3. Ensure that the board members and Sharia board members attend banking- related workshops or seminars, especially in the latest Islamic banking developments.
4. Verify having an experience of at least five years in Islamic banking by the candidates to be appointed in the senior executive management before approving their appointment. Otherwise, the member of the senior executive management shall be subjected to a comprehensive qualifying training program, of no less than three months, in the fields of Islamic banks, accounting and governance standards, Sharia standards issued by (AAOIFI), and (IFSB).
5. Set specific, approved and objective bases for the purposes of performance appraisal of the sharia board and its members.

36 6. Verify the fit and proper of the member of the sharia board, taking into account the minimum conditions mentioned in paragraph (21/ b) of these Instructions, review this on an annual basis, and provide the Central Bank with any updates on the fit and proper of the member. 7. Recommend to the board the approval of a policy to determine the compensations of the members of the sharia board. Article (20): Islamic Jurisprudence Supervision Board Taking into consideration article (58) of the Banking Law no. (28) of year (2000) and its amendments, the bank shall comply with the following in respect to the sharia board: A. The board of the Islamic bank shall be responsible for the following:

1. Ensure the presence of a fit and proper sharia board and a system of Sharia controls that includes an internal Sharia supervisory system to achieve effective and independent Sharia supervision over each unit of the bank. The board shall also approve appropriate supervisory and Sharia controls that enable it to accountable the senior executive management.
2. Ensure obtaining the opinion of the sharia board on all policies (including investments, the distribution of profits, allocation of losses, and avoiding earnings on the investment accounts), contracts, transactions, agreements, products and services related to the banking operations only, while non- banking contracts, transactions and agreements shall be presented to the sharia board if they contain sharia dimensions.
3. Ensure the fit and proper of the members of the Sharia board at the beginning and continuation.
4. Performance appraisal of the Sharia board as well as its members on an annual basis according to an assessment system developed by the nomination and compensation committee. Such system shall set key performance indicators that include as a minimum the extent to which the Sharia board achieves its tasks, and the effectiveness of Sharia controls and supervision system. In addition, these performance assessment standards shall include the role of the member in the meetings of the Sharia board as well as comparing his/ her performance with other members of the Sharia board. A feedback shall be obtained from the assessed member in order to improve the assessment process, and the bank shall notify the Central Bank of this assessment. As for the foreign bank branch, the sharia board is assessed by the bank's management in the home country in accordance with its approved policies.

37 5. Ensure signing an engagement letter between the Sharia board and the bank in which the scope of the Sharia board work is specified in addition to its tasks and compensations. 6. Ensure that the Sharia board has the necessary information and unrestricted access to all bank's activities and to contact any administrator in the bank, and has all the authorities that enable it to perform its tasks. B. The mother bank shall appoint local Sharia board of no less than three members for foreign Islamic branch operating in the kingdom, so that the conditions and tasks stipulated in these instructions are applied thereto. C. The Sharia board Meetings:

1. The Sharia board shall periodically meet to carry out periodical reviews and to follow up the Sharia compliance of the bank transactions, provided that the meetings shall not be less than (6) meetings a year, and the Sharia board shall meet with the board, the audit committee and the external auditor at least once every six months.
2. Subject to the provisions of paragraph (K/ 4) of this Article, the Sharia board members have the right to attend its meetings by any means of video conferencing to discuss the agenda of the meeting, provided that the Chair and the Secretary of the Sharia board ratify the minutes of the meeting and its quorum.
3. The senior executive management, enough time ahead of the Sharia board meeting, shall present full and accurate information to Sharia board members, and the chair of the Sharia board shall verify that. D. The Sharia board shall consider the Sharia’ and the legislative environment in the Kingdom￾taking into consideration the provisions of paragraph (53/ a) of the Banking Law no. (28) of year (2000) and its amendments-. E. The Sharia board shall establish a procedures manual that includes the working system of the Sharia board; its specializations and tasks; regulating its relationship with the board and the senior executive management; the mechanism of submitting its reports to the management, the board, and the shareholders; its approach in Sharia supervision and the mechanism of its meetings. F. The Sharia board shall suggest the Sharia training programs for the bank’s administrators. G. The Sharia board shall attend the general assembly meetings and read the report of the Sharia board by its chair or whoever he delegates out of the Sharia board members.

38 H. The Sharia board shall give an opinion of the Memorandum of Agreement and the Article of Association of the bank, and ensure their compliance with the Islamic Sharia provisions and principles. I. The Code of Conduct of the bank shall apply to the members of the sharia board. J. The member of the Sharia board shall avoid conflict of interests and maintain justice and fairness among stakeholders. K. The Sharia compliance officer shall be appointed as secretary of the Sharia board, and shall carry out the following tasks:

1. Attending all the Sharia board meetings and precisely documenting in writing all the discussions, suggestions, objections, reservations, and the voting methods on the Sharia board decisions.
2. Scheduling the dates of the Sharia board meetings in coordination with the chair of the Sharia board.
3. Preparing for the Sharia board meetings and receiving Sharia inquiries from all bank’s departments to present them to the Sharia board.
4. Verifying that the Sharia board members sign on the meetings minutes and decisions.
5. Following up the implementation of Fatwas and decisions taken by the Sharia board, and providing the internal Sharia audit department and Sharia compliance department with such and with any amendments or developments thereto, in order to notify and work on them, and follow up on the discussion of any topics adjourned from a previous meeting.
6. Maintaining the records and documents of the Sharia board meetings.
7. Providing the Central Bank with the fit and proper declarations of the Sharia board members. L. The Sharia board shall carry out the activities of the Fatwa and Sharia supervision according to the following:
8. Give opinion of and approve all policies (including investments, the distribution of profits, allocating losses, and avoiding earnings on the investment accounts), contracts, transactions, agreements, products, services related to banking operations only, and non￾banking contracts of transactions and agreements if they contain sharia dimensions.
9. Agree on allocating any losses resulting from the bank’s operations regarding the holders of investment accounts.

39 3. Review the policies and instructions related to the Islamic Sharia provisions and approve them. 4. Provide consultation to the parties providing services to the bank such as auditors, lawyers, and consultants. 5. Approve semi- annual/ annual report about the Sharia commitment, which includes the efficiency of internal Sharia controls and any weaknesses in the systems of the Sharia controls and the internal Sharia supervision, which have a crucial impact. The semi￾annual report shall be submitted to the board of directors and the annual report to the general assembly of shareholders with a copy of each sent to the audit committee and the Central Bank. Article (21): Fit and Proper criteria of Islamic Jurisprudence Supervision Board Members The Islamic bank shall ensure the fit and proper of the Sharia board members through the following: A. The board shall approve a policy to ensure the fit and proper of the Sharia board members. Such policy shall include the minimum standards, requirements, and conditions to be fulfilled by the nominated and appointed member. This policy shall be subject to review whenever needed. B. Those who assume the chair and membership of the Sharia board must meet the following requirements:

1. To hold a Bachelor degree, as a minimum, in Sharia science in the fields of Islamic jurisprudence and principles, Islamic economy, or Islamic finance.
2. To have at least a three- year experience in issuing Fatwa and Sharia provisions and/ or experience in teaching or research of no less than four years after graduation.
3. Not to get any funding for himself/ herself, his/ her spouse, or for any of his/ her second degree relatives from the bank or from any of the subsidiary companies of the bank during his/ her membership in the Sharia board.
4. Not to have worked as an employee of the bank or of any of its subsidiary companies during the two years prior to the date of nomination.
5. Not to be a member of a Sharia board at any other licensed Islamic bank in the Kingdom. Neither shall he/ she be a member of Sharia boards of more than four financial institutions that do not accept deposits and are operating in the Kingdom.
6. Not to be a member of the bank’s board of directors or owning a company, which the bank deals with, except for transactions arising because of the services, and/ or ordinary

40 business, which the bank delivers to its clients provided that the same terms, of similar transactions with any other party, are applied without any preferential terms. 7. Not up to a second degree relative to any of the board’s members or any other person from the senior executive management at the bank. He/ she shall not get from the bank any salary, cash amounts, compensation, privileges, or gifts except what he/ she receives in return of his/ her membership in the Sharia board or in return of any additional tasks he/ she is assigned without affecting his/ her fit and proper. 8. Not to be a shareholder of the bank, a shareholder of any of the subsidiary companies of the bank, or a shareholder of the group owning the bank. C. The chair/ member of the Sharia board in the bank shall be appointed for four renewable years. D. The bank shall obtain a no- objection letter from the Central Bank to nominate any person for membership of the Sharia board, provided that the recommendations of the Nomination and Compensation Committee and of the board, the declaration (according to the attached form No. (3) and its annex), the nominee’s CV, academic certificates, experience certificates, a certificate of no- criminal record, and a copy of the identification card (passport for non-Jordanians) are attached to the no- objection request. The Central Bank will not consider any no- objection request unless it is completed with the above attachments. E. The chairman of the board shall make sure that the Central Bank is notified of any material information that may negatively affect the fit and proper of any member in the Sharia board. F. When there is a need to appoint members of the Sharia board who reside outside the kingdom, the number of such members shall not exceed half of the Sharia board members. Article (22): Internal Sharia Audit Department A. The board shall take the necessary procedures to enhance the effectiveness of internal Sharia audit, through giving due attention to the importance of the internal Sharia audit activity and establishing this in the bank, enhancing the independency of internal Sharia auditors, offering them an appropriate position in the bank's job structure, ensuring that they have the necessary knowledge, skills, and competencies to perform their tasks, as well as ensuring their right to access all records and information, and their ability to approach any administrator inside the bank to enable them to perform the tasks assigned to them and to prepare their reports without any interference. B. The board shall make sure that the internal Sharia audit department is subject to the direct supervision of the audit committee, and that it submits its final reports to the audit committee, and submits copies of those reports to the Sharia board and the general manager.

41 C. The internal sharia audit department shall share draft preliminary reports and observations with the Sharia board to obtain their opinions and conclusions regarding Sharia issues when needed. D. The performance of the internal Sharia audit staff is evaluated by the internal Sharia audit manager in accordance with the performance appraisal policy approved by the board. E. The audit committee shall make sure that the internal Sharia audit department is capable of carrying out the following tasks as a minimum:

1. Ensure the presence of an appropriate governance framework in line with the principles and rules of Sharia.
2. Check and assess the adequacy and effectiveness of the internal Sharia supervisory system in the bank.
3. Follow up the compliance of the bank to Sharia aspects, Fatwa and decisions issued by the Sharia board.
4. Follow- up the Sharia observations and violations contained in the reports of the supervisory entity and the external auditor, and ensure that they are addressed and that appropriate controls are in place with the executive management so as not to repeat them.
5. Set the internal Sharia audit plan, which contains bank’s activities related to Sharia aspects including supervisory departments’ activities according to the level of Sharia risks in those activities and commit to implement its provisions, provided that it is approved by the audit committee.
6. Check the liabilities and finances classified as Non- Performing Facilities or those which have been decided to be written off, and which have been funded by the joint investment accounts to verify not having trespassing or negligence by the bank.
7. Filtrate the gains violating Sharia and follow up the way they are dealt with as per the Sharia board decisions.
8. Verify that the executive management sticks to the policy which organizes the relationship among the shareholders and the investment accounts holders, in particular the bases of dividends distribution.
9. Submit an annual report about the efficiency and effectiveness of internal Sharia control and supervision systems, and any weakness in those systems, while providing proper corrective recommendations, to the audit committee and a copy for the Sharia board. Article (23): Sharia Compliance A. The board shall ensure that there is a Sharia compliance function and that it performs its tasks effectively.

42 B. The Sharia Board shall supervise the Sharia compliance function, which is in dotted line with the Sharia board- and submits its reports (quarterly/ annual) to the general manager and a copy of them to the Sharia board. The board must communicate, effectively and periodically, with the Sharia board to obtain its views on the general situation of Sharia compliance within the bank. C. The Sharia Board shall recommend to the board to approve the appointment of a Sharia Compliance Officer and accept his/ her resignation or terminate his/ her services based on the recommendation of the Nomination and Compensation Committee. D. The Sharia board shall ensure supporting the Sharia compliance function with adequate resources and a sufficient number of qualified staff, provided that the employees shall have the following requirements as a minimum:

1. An appropriate university degree along with knowledge of the origins of the Islamic financial transactions and the terms of contracts and the reasons behind their being void.
2. Experience and knowledge of standards issued by the Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI) as well as the Islamic Financial Services Board (IFSB). E. The bank shall identify the Sharia compliance requirements for each department, the person in charge within that department who is responsible for ensuring Sharia compliance in the course of work or during the performance of their tasks, and shall clearly define the scope of the Sharia compliance function and communicate it to the relevant staff. F. The bank shall ensure the independence of the Sharia compliance function from executive activities. G. The bank shall take the necessary procedures in case of Sharia non- compliance by the bank's employees, provided that these procedures include consideration of this in evaluating the employees' performance and their compensation. H. Sharia Compliance shall perform the following tasks, as a minimum:
3. Preparing a comprehensive Sharia compliance policy, in coordination with the Sharia board, and having it approved by the board.
4. Preparing a Sharia compliance code approved by the Sharia board, which includes defining the risks of Sharia non- compliance, as well as the procedures, supervisory controls, documentation and evaluation of the risks of Sharia non- compliance, and preparing an annual plan and developing Sharia compliance programs.
5. Preparing a system to monitor material risks related to Sharia non- compliance in coordination with the Risk Management Department, and developing an effective

43 mechanism for reporting and managing the risks, and including these risks under the “Operational Risks” item while referring to them in the internal and regulatory risk reports, for purposes including calculating regulatory capital requirements. 4. Reviewing all new products and services before they are launched, as well as reviewing the policies, procedures, processes and transaction models related to them, to ensure their compatibility with the decisions and Fatwas of the Sharia board and the legislations that govern the work of the Islamic bank and with the provisions and principles of Islamic Sharia. 5. Cooperating with the bank in developing the Sharia skills of the bank's employees. 6. Coordinating with the internal Sharia audit department and the external auditor on matters related to Sharia compliance. 7. Cooperating with the Risk Management Department to periodically conduct comprehensive tests to identify, analyze and assess the risks of Sharia non- compliance regarding the products, services, processes, and policies, and to prepare a comprehensive scope of Sharia non- compliance risks. Article (24): General and Transitional Provisions A. The chairman of the board shall, well ahead of time, invite the Central Bank to attend the General Assembly meetings by nominating a representative. B. The chairman of the board shall provide the Central Bank with the General Assembly meeting minutes within no more than 5 days since the date of attesting the minutes by the companies' controller or its representative. C. The bank shall inform the Central Bank, at least 30 days prior to the General Assembly meeting date, of its desire to nominate the external auditor to be elected (or re- elected) by the General Assembly. D. The bank shall verify that any major shareholder in the bank is not related, including kinship up to the third degree, to the General Manager and the first degree to any other member of the senior executive management. E. The bank shall take into account the representation of women in the membership of the board and in the senior executive management. F. The bank shall obtain a no- objection letter from the Central Bank to nominate any member to the board or any member to the Sharia board prior to the date of the meeting of the general

44 assembly of the bank with a sufficient period of not less than one month, and it shall notify those who wish to be nominated that there must be a no- objection letter of the Central Bank to that. G. The bank shall provide the Central Bank with its general organizational structure when making any amendment to it, with a clarification of that amendment. H. The bank shall provide the Central Bank with information on the board members, its committees, members of its senior executive management, and of its Sharia board according to the attached forms (4/1, 4/2, 4/3, 4/4) once an amendment takes place. I. The bank shall provide the Central Bank with information on the board members, and senior executive managements of its subsidiaries (including the subsidiaries thereof) inside and outside the Kingdom, according to the attached forms (5/1, 5/2, 5/3) once an amendment takes place. J. The bank shall provide the Central Bank with the declarations of the current members of the board (according to Attachment No. (1) and its annex), the declarations of the current members of the Senior Executive Management (according to Attachment No. (2) and its annex), and the declarations of the current Sharia board members (according to Attachment No. (3) and its annex), provided that it must be on the bank’s forms, by 30/6/2023. K. The Central Bank has the right to call upon any person nominated to fill a position in the senior executive management in any bank to conduct a personal interview before appointment. Also the Central Bank has the right to, whenever is deemed necessary, call upon any board member/ nominee in any bank and any member/ nominee of the Sharia board for an interview. L. The Central Bank has the right to appoint an external entity to assess the governance of any bank, on the latter’s expense. M. The Central Bank has the right to call upon audit committee members, internal audit department manager, compliance committee members, compliance department manager, Sharia board members, internal Sharia audit department manager or Sharia Compliance Officer to discuss matters of concern to their scope of work. N. The Central Bank has the right to meet with the external auditor of any bank and, if necessary, coordinate with them regarding viewing the working papers pertaining to the task of auditing that bank. O. These instructions replace the Amended Instructions of Corporate Governance for Banks No. (63/ 2016) Dated 1/9/2016 attached to the Circular No. (10/2/12186) Dated 25/9/2016, and the Amended Instructions of Corporate Governance For Islamic Banks No. (64/ 2016) Dated 25/9/2016. Furthermore, they cancel Instructions of the Audit Committee in the Branches of Foreign Banks Operating in the Kingdom No. (59/2014) Dated 4/11/2014, Instructions of

45 External Auditing of Banks No. (69/2017) Dated 28/2/2017, Circular No. (10/2/13825) Dated 19/11/2014, Circular No. (10/2/1777) Dated 2/2/2016, Circular No. (10/2/12186) Dated 25/9/2016, Circular No. (10/1/578) Dated 11/1/2018, Circular No. (10/3/2503) Dated 15/2/2018, Circular No. (10/2/7068) Dated 20/5/2018, Circular No. (10/2/14350) Dated 5/11/2018, Circular No. (10/2/14358) Dated 5/11/2018 and Circular No. (10/3/1943) Dated 27/1/2021. Meanwhile, the provisions of both; Circular No. (10/2/12606) Dated 19/9/2017 and Circular No. (10/1/929) Dated 14/1/2021 remain in force. Moreover, these instructions cancel the Instructions of Internal Control Systems No. (35/2007) Dated 10/6/2007 (except Article (tenth) related to the banks’ security and safety requirements and paragraph (eleventh /5) related to shareholders’ statements). As for the circulars issued pursuant to these instructions, each of the following two circulars is cancelled: Circular No. (10/2/4676) Dated 8/4/2014 and Circular No. (10/1/7629) Dated 19/6/2014, while the provisions of each of the following Circulars remain in force: Circular No. (10/2/4/12213) Dated 19/11/2012, Circular No. (10/2/4/1281) Dated 31/1/2013, Circular No. (10/2/4/13775) Dated 18/11/2014, Circular No. (10/2/3838) Dated 30/3/2015, Circular No. (10/1/9391) Dated 2/8/2015 and Circular No. (10/1/1546) Dated 25/1/2022. Any paragraphs of instructions/ memorandums/ circulars that conflict with these instructions are also cancelled.

46 Attachments Attachment No. (1) Declaration of a Board member I ………………………………member of the board of directors in ………………… Bank, representing ……………………… hereby declare that there wasn’t/ there isn’t/ I am not:

1. A declaration of my bankruptcy nor delinquency either in the Hashemite Kingdom of Jordan or elsewhere (in case of rehabilitation, I attach the supporting documents).
2. Entering in a settlement with creditors to settle outstanding debts, which I could not fulfill.
3. Being listed on the returned checks list due to lack of funds (or to an insufficient balance) either currently or historically.
4. A court order to attach all or part of my assets.
5. A convict in any misdemeanor for any act considered against honor, morals, public order, probity, or any felony.
6. Being subject to investigation or accountability by the Central Bank of Jordan or any other supervisory entity.
7. Rejection or withdrawal of any company license in which I was a partner by any supervisory entity.
8. Dismissal from any government job due to abuse of confidence.
9. Liquidation or bankruptcy of any business or activity in which I was a manager, a partner, or related thereto.
10. Filling a position in any financial institution where I was requested to resign due to abuse of confidence.
11. Filling a position as General Manager in a company of whatsoever objectives it has, board chairman or member therein, or head of its management committee or a member therein where this company was subject to compulsory liquidation.
12. Rejection of license for any trade, business or any other activity requiring licensing.
13. Facing legal verdict against me by any supervisory entity authority to suspend my work with banks.
14. Failure to abide by any supervisory requirements; inside or outside the Kingdom.
15. Offering false or misleading information to any supervisory entity, or was uncooperative, untruthful in dealing therewith.
16. Participation in a considerable manner in managing a trade project or company, which went into default due to management negligence either fully or partially.
17. Problems as to my financial position.
18. Any conflict of interests between the bank and myself.
19. I have a connection/ relationship, including kinship up to the third degree, with the General Manager of the bank, and of the first degree, with any member of the other senior executive management members.
20. An advisor to any other bank inside the Kingdom.
21. A partner with the bank's external auditor, and I have no connection/ relationship, including kinship up to the second degree, with the partner in charge or any member of the external audit team.
22. I have a connection/ relationship, including kinship up to the second degree, with any of the Sharia board members of the bank (for the Islamic bank).
23. An agreement/ contract between the bank and me to provide any advisory services for it.

47 Additional information, if any, or any other comment on the items stated in the declaration:-

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I do hereby declare that all the above information is true, and in case of any further change thereto I shall provide the bank with further information Name-------------------------------------------------------- Signature ---------------------------- Date------------------------------------------------------------ (with Signature Verification) Licensed bank attestation The bank confirms that the candidate (or the legal entity’s representative) who signed this declaration is fit and proper for the board membership pursuant to the Central Bank’s requirements and the bank’s fit and proper policy. The bank, also, certifies that it carefully read this declaration and its attachments; also it certifies that all information in the declaration and attachments about the candidate is accurate according to its best knowledge. Bank name: The name of the Board Secretary (or his/ her representative) who reviewed the declaration and its attachments: Date: Bank seal and signature

48 Attachment No. (2) Declaration of a senior executive management member I ………………………………the candidate to fill the position of …………… in ………………… Bank hereby declare that there wasn’t/ there isn’t/ I am not:

1. A declaration of my bankruptcy nor delinquency either in the Hashemite Kingdom of Jordan or elsewhere (in case of rehabilitation, I attach the supporting documents).
2. Entering in a settlement with creditors to settle outstanding debts, which I could not fulfill.
3. Being listed on the returned checks list due to lack of funds (or to an insufficient balance) either currently or historically.
4. A court order to attach all or part of my assets.
5. A convict in any misdemeanor for any act considered against honor, morals, public order, probity, or any felony.
6. Being subject to investigation or accountability by the Central Bank of Jordan or any other supervisory entity.
7. Rejection or withdrawal of any company license in which I was a partner by any supervisory entity.
8. Dismissal from any government job due to abuse of confidence.
9. Liquidation or bankruptcy of any business or activity in which I was a manager, partner, or related thereto.
10. Filling a position in any financial institution where I was requested to resign due to abuse of confidence.
11. Filling a position as General Manager in a company of whatsoever objectives it has, board chairman or member therein, or head of its management committee or a member therein where this company was subject to compulsory liquidation.
12. Rejection of license for any trade, business or any other activity requiring licensing.
13. Facing legal verdict against me by any supervisory entity to suspend my work with banks.
14. Failure to abide by any supervisory requirements; inside or outside the Kingdom.
15. Offering false or misleading information to any supervisory entity, or was uncooperative, untruthful in dealing therewith.
16. Participation in a considerable manner in managing a trade project or company, which went into default due to management negligence either fully or partially.
17. Problems as to my financial position.
18. Any conflict of interests between the bank and myself.
19. A major shareholder in the bank, and I have no connection with the board chairman, or any of the members of the board, or any major shareholder in the bank, including kinship up to the third degree, with the General Manager of the Bank, and of the first degree, with any of the other senior executive management members.
20. Having a connection/ relationship, including kinship up to the second degree, with any independent member of the board.
21. A partner with the bank's external auditor, and I have no connection/ relationship, including kinship up to the second degree, with the partner in charge or any member of the external audit team.
22. Having a connection/ relationship, including kinship up to the second degree, with any of the Sharia board members of the bank (for the Islamic bank).

49 Additional information, if any, or any other comment on the items stated in the declaration:-

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I do hereby declare that all the above information is true, and in case of any further change thereto I shall provide the bank with further information Name-------------------------------------------------------- Signature ---------------------------- Date------------------------------------------------------------ Licensed bank attestation The bank confirms that the candidate who signed this declaration is fit and proper for the post pursuant to the Central Bank’s requirements and the bank’s fit and proper policy. The bank, also, certifies that it carefully read this declaration and its attachments; also it certifies that all information in the declaration and attachments about the candidate is accurate according to its best knowledge. Bank name: The name of the Human Resources Department Manager (or his/ her representative) who reviewed the declaration and its attachments: Date: Bank seal and signature

50 Attachment No. (3) Declaration of a Sharia board member I ………………………………member of the Sharia Board in ………………… Bank hereby declare that there wasn’t/ there isn’t/ I am not:

1. A declaration of my bankruptcy nor delinquency either in the Hashemite Kingdom of Jordan or elsewhere (in case of rehabilitation, I attach the supporting documents).
2. Entering in a settlement with creditors to settle outstanding debts, which I could not fulfill.
3. A court order to attach all or part of my assets.
4. A convict in any misdemeanor for any act considered against honor, morals, public order, probity, or any felony.
5. Being subject to investigation or accountability by the Central Bank of Jordan or any other supervisory entity.
6. Rejection or withdrawal of any company license in which I was a partner by any supervisory entity.
7. Dismissal from any government job due to abuse of confidence.
8. Liquidation or bankruptcy of any business or activity in which I was a manager, partner, or related thereto.
9. Filling a position in any financial institution where I was requested to resign due to abuse of confidence.
10. Filling a position as General Manager in a company of whatsoever objectives it has, board chairman or member therein, or head of its management committee or a member therein where this company was subject to compulsory liquidation.
11. Rejection of license for any trade, business or any other activity requiring licensing.
12. Facing legal verdict against me by any supervisory entity to suspend my work with banks.
13. Failure to abide by any supervisory requirements; inside or outside the Kingdom.
14. Offering false or misleading information to any supervisory entity, or was uncooperative, untruthful in dealing therewith.
15. Participation in a considerable manner in managing a trade project or company, which went into default due to management negligence either fully or partially.
16. Problems as to my financial position.
17. Any conflict of interests between the bank and myself.
18. I, my spouse, or any of my family members up to the second degree, are in debt to the bank or to any of the bank's subsidiaries.
19. An employee of the bank or any of its subsidiaries during the two years preceding the date of my nomination.
20. A member of the Sharia board of any other licensed Islamic bank in the Kingdom nor a member of the Sharia boards of more than four non- deposit- accepting financial institutions operating in the Kingdom.
21. A member of the bank’s board of directors or owner of a company with which the bank deals, with the exception of transactions that arise due to the usual services and/ or business that the bank provides to its customers.
22. Having a connection/ relationship, including kinship up to the second degree, with any of the members of the board of directors of the Bank or any of the members of the senior executive management of the bank, and I do not receive any salary, sum of money, compensation, benefits, or gifts from the bank except for what I receive for my

51 membership in the Sharia board, or what I charge for any additional work assigned to me and does not affect my fit and proper. 23. Partner with the bank's external auditor, and I have no connection / relationship, including kinship up to the second degree, with the partner in charge or any member of the external audit team. 24. A shareholder in the bank, or a shareholder in any of the bank's subsidiaries, or a shareholder in the group that owns the bank. Additional information, if any, or any other comment on the items stated in the declaration:

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I do hereby declare that all the above information is true, and in case of any further change, thereto I shall provide the bank with further information Name-------------------------------------------------------- Signature---------------------------- Date------------------------------------------------------------ (with Signature Verification) Licensed bank attestation The bank confirms that the candidate who signed this declaration is fit and proper for the Sharia board membership pursuant to the Central Bank’s requirements and the bank’s fit and proper policy. The bank, also, certifies that it carefully read this declaration and its attachments; also it certifies that all information in the declaration and its attachments about the candidate is accurate according to its best knowledge. Bank name: The name of the Sharia Board Secretary (or his/ her representative) who reviewed the declaration and its attachments: Date: Bank seal and signature

52 Declaration Annex

1. Personal Information on the candidate Candidate name: Position (board member, Sharia supervisory board member, senior executive management member): National No./ or Passport No. for non– Jordanians and his/ her Nationality: Permanent residence: Telephone number: E-mail: Date & place of birth:
2. Details of academic qualifications and professional certificates acquired by the candidate Academic degree/ Professional certificate Specialty Country/ Academic institution Graduation year
3. Companies in which the candidate filled a board member position, Sharia supervisory board member or was a member of the senior executive management therein during the last ten years Company/ Bank name Position Start date Date of termination Cause of termination
4. Companies where the candidate owns shares therein either directly or indirectly (except the bank which the candidate is nominated as a board member or employee therein)

53 Company name Type of activities Ownership ratio Place of business 5. Shares owned by the candidate in the bank capital which the candidate is nominated to work therein, whether in his/ her name or any other related party, guardian or agent thereof. Name of shares owner Number of shares Ownership ratio Relationship with candidate Number of mortgaged shares and mortgagee name

54 Attachment No. (4) Form No. (1) Chairman & members of the board of directors/ bank……………………………..... on / / 20 No. Chairman & members of board of directors (full name￾four syllable name- incl. first name, 2 middle names and a family name for the natural person & as it is stated in the commercial register for the legal entity) and his/ her nationality) Representative name of legal entity (full name- four syllable name￾incl. first name, 2 middle names and a family name) & his/ her nationality National no. of Jordanian member/ passport no. of non￾Jordanian member No. of member’s shares at bank capital No. of representative’s shares at bank capital Date of birth Member independ￾ency Date of joining the board No. and date of the no￾objection letter from the Central Bank of Jordan on his/ her nomination Qualifi￾cations Work Experience Membership in board committees Membership in board of directors of other companies inside & outside of the kingdom Positions Currently Occupied Outside the bank Notes Bank seal & signature

55 Form No. (2) Legal entities who are members of board of directors/ Bank ………………………… on / / 20 No. Legal entity name Type National no. for the Jordanian member Paid-in capital Business nature & activities Address Chairmen & members of board of directors of the legal entity Notes Bank seal & signature

56 Form No. (3) Senior executive management members/ Bank ………………………………… on / / 20 No. Position Name (full name- four syllable name- incl. first name, 2 middle names and a family name) & his/ her nationality National no. for the Jordanian member/ passport no. for the non- Jordanian member Date of birth Qualifications Work Experience Date of joining the bank Starting date at current position No. & date of no￾objection letter from the Central Bank on his/ her appointment No. of member’s shares at bank capital (if any) Membership in board of directors of other companies as bank representative Notes Bank seal & signature

57 Form No. (4) Chair and Members of Sharia Board/ Bank …………………… on / / 20 No. Chair and members of Sharia board (full name￾four syllable name- incl. first name, 2 middle names and a family name) & his/ her nationality National no. for the Jordanian member/ passport no. for the non- Jordanian member Date of birth Date of joining the Sharia Board No. and date of the no￾objection letter from the Central Bank of Jordan on his/ her nomination Qualifications Work Experience Positions Currently Occupied Outside the bank Notes Bank seal & signature

58 Attachment No. (5) Form No. (1) Chairman & members of board of directors/ Management committee of Subsidiary……….. on / / 20 No. Chairman & members of board of directors (full name￾four syllable name- incl. first name, 2 middle names and a family name for the natural person & as it is stated in the commercial register for the legal entity) and his/ her nationality) Representative name of legal entity (full name- four syllable name￾incl. first name, 2 middle names and a family name) & his/ her nationality National no. for the Jordanian member/ passport no. for the non￾Jordanian member No. of member’s shares at subsidiary company capital No. of representative’s shares at subsidiary company capital No. of member’s shares at bank capital No. of representative’s shares at bank capital Date of birth Date of joining the board/ management committee Qualifications Work Experience Membership in committees derived from the board/ management committee Membership in board of directors of other companies inside & outside of the kingdom Positions Currently Occupied Outside the Subsidiary Notes Bank seal & signature

59 Form No. (2) Legal entities Members of board of directors/ Management committee of Subsidiary ……… on / / 20 No. Legal entity name Type National no. for the Jordanian member Paid-in capital Business nature & activities Address Chairmen & members of board of directors of the legal entity Notes Bank seal & signature

60 Form No. (3) Members of Senior Executive Management of subsidiary …………………………… on / / 20 No. Position Name (full name- four syllable name- incl. first name, 2 middle names and a family name) & his/ her nationality National no. for the Jordanian member/ passport no. for the non- Jordanian member Date of birth Qualifications Work Experience Date of joining the subsidiary company Starting date at current position No. of member’s shares at subsidiary company capital (if any) Membership in board of directors of other companies as subsidiary representative Notes Bank seal & signature

61 Attachment No. (6) Declaration of an independent board of directors’ member I,.……………………………… Member/ Candidate for the membership of the Board of Directors of a bank.. ........................................ declare the following:

1. I have not been an employee of the bank or of any of its subsidiaries or a consultant to the bank or to any of its subsidiaries during the three years preceding my nomination.
2. I am not related to any of the other members of the board, or to any member of the boards of directors/ management committee of the bank's subsidiaries, or to any of the major shareholders of the bank, up to the second degree.
3. I am not related to any of the members of the senior executive management of the bank (other than the general manager) or to any of the members of the senior executive management of any of the bank's subsidiaries, up to the second degree.
4. I am not a partner or employee of the bank's external auditor, nor have I been a partner or employee during the three years prior to my nomination.
5. I am not a major shareholder in the bank or an affiliate of a major shareholder in the bank, and my ownership with the ownership of an affiliate does not constitute the amount of a major shareholder's ownership, or of a major shareholder in any of the Bank's subsidiaries, or of a major shareholder in the group that owns the bank.
6. I have not been a member of the board of directors of the bank or of any of its subsidiaries or a member of the management committee therein for more than eight combined years for the aforementioned memberships.
7. Neither I, nor my husband/ wife (spouse), nor any of my first- degree relatives, or any company of which I am a member of its board of directors, owner, major shareholder, or member of senior executive management, have a credit from the bank that exceeds (5%) of the bank’s regulatory capital, nor am I a guarantor of a credit from the bank exceeding the same percentage.
8. I undertake to inform the Central Bank of Jordan of the reasons for my resignation from the board, as soon as I submit my resignation to the board. Additional information, if any, or any other comment on the items stated in the declaration:

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I do hereby declare that all the above information is true, and in case of any further change thereto I shall provide the bank with further information Name-------------------------------------------------------- Signature---------------------------- Date------------------------------------------------------------ (with Signature Verification) Licensed bank attestation The bank confirms that the candidate who signed this declaration is independent pursuant to the Central Bank’s requirements and the bank’s fit and proper policy. The bank, also, certifies that all information in the declaration is accurate according to its best knowledge. Bank name: The name of the Board Secretary (or his/ her representative) who reviewed the declaration: Date: Bank seal and signature