Treasury Shares Instructions No. (8/6/2006) dated 23-4-2006

Number: 4154/2/10
Date: 24/3/1427 AH
Corresponding to: 23/4/2006

Treasury Shares Instructions
No. (8/6/2006)
Issued by the Central Bank of Jordan
Based on the provisions of Article (99-b) of Banking Law No. (38) of 2000

Banks are permitted to purchase shares issued by them to become treasury shares, in accordance with the following:

First:
A written request for prior approval from the Central Bank must be submitted – before initiating any action regarding the execution of a treasury share purchase – and the request must include:

• The bank's board of directors' approval, the reasons motivating this action (such as maintaining the bank's market price stability, maintaining share profitability, distributing bonus shares to shareholders and/or employees, attracting a strategic investor to whom treasury shares will be sold later, etc.) and the effects of the purchase process on the bank's financial position in general.

Second:
The maximum limit permitted for purchasing treasury shares is (5%) of the bank's subscribed capital, subject to the following conditions:
(1) The bank must have achieved net profits for the last two years.
(2) The bank's subscribed capital must exceed the minimum prescribed amount by at least the nominal value of the treasury shares intended for purchase.
(3) Reserving an amount equivalent to the cost of existing treasury shares held by the bank within unencumbered balances of reserves (except the legal reserve) and retained earnings, from the beginning and continuing. (4) Maintaining a capital adequacy ratio that exceeds the minimum prescribed by the Central Bank by at least (1%). (5) The bank must not violate any of the financial ratios and indicators, such as liquidity ratios, credit concentration ratios, the ratio of investments in shares to the bank's subscribed capital, and any other ratios determined by the Central Bank.

Third:
(1) The bank is not permitted to increase its capital by issuing shares or capitalizing reserves and profits before the final disposal of treasury shares.
(2) The bank is not permitted to purchase treasury shares unless at least six months have passed since the last capital increase, whether by capitalization or issuing shares for subscription. The Central Bank may, in exceptional and justified cases, approve the bank's purchase of its shares before the expiration of that period.

Fourth:
The bank may sell treasury shares to a strategic partner and/or sell/distribute them to shareholders and/or employees based on its board of directors' decision and prior approval from the Central Bank.

Fifth:
It is not permitted to deal in treasury shares with the bank's chairman and board of directors members, related parties, or any parties related to the bank, including subsidiary companies. Nor is it permitted for the bank's employee savings funds to deal in these shares.

Sixth:
(1) Treasury shares must be recorded and presented in accordance with the requirements of International Financial Reporting Standards.
(2) The Central Bank may impose any other conditions it deems appropriate when reviewing requests to purchase treasury shares.

Seventh:
(1) The bank must observe other laws and instructions governing treasury share transactions, without prejudice to the above provisions.
(2) Instructions No. (25/6/2006) dated 7/3/2006 are repealed.
(3) These instructions shall come into force as of their date.

The Governor
Dr. Ameya Tawqan

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P.O. Box: 37 • Amman 11118 Jordan • Phone: 4630301 • Email: Amman • Fax: 4638889, 4639730, 4613308