Bank of Lebanon Bank of Lebanon Street Beirut Lebanese Republic

Transcription

1 Bank of Lebanon Bank of Lebanon Street Beirut Lebanese Republic Directorate : Legal Affairs Beirut on August 5 th, 2011 Number : 330/11 P.O.BOX : 5544 Subject : Ratification of the Articles of Association (Bylaws) Honorable Chairman of the Board of Directors of BLOM Bank s.a.l. Having examined your letter number 322/C dated August 22 nd, 2011 and the Articles of Association of your bank attached herein, We do return to you attached herein the mentioned Articles of Association signed by the Directorate in order to register it with the Register of Commerce and to provide us later on with a true copy of it. Sincerely, Bank of Lebanon Pierre KANAAN Director of Legal Affairs (Signature)

2 BLOM BANK S.A.L REGISTER OF COMMERCE OF BEIRUT NO 2464 LIST OF BANKS NO 14 ARTICLES OF ASSOCIATION With the last modifications made as per the decisions of the Extraordinary General Assembly on 20/7/2011 2

3 ARTICLES OF ASSOCIATION CHAPTER ONE CONSTITUTION OF THE COMPANY ITS NAME ITS OBJECTIVE ITS HEADQUARTERS ITS TERM Article 1: It was constituted between the holders of the shares that were issued or shall be issued later on a Joint Stock Company bound by the texts of these Articles of Association and subject to the Lebanese laws. Article 2: The name of the company is BLOM BANK S.A.L.. This name can be changed by a resolution of the Extraordinary General Assembly by virtue of a proposition of the Board of Directors. Article 3: The basic object of the company is to accomplish, for its own account, all the loan operations from the funds received from the public. It can also accomplish, in a secondary manner, all the operations completing and supplementary to its basic object and all the other operations that it is customary for commercial banks to conduct. Article 4: The company headquarters is in Beirut and can be transferred to any other place within the territories of the Lebanese Republic by a resolution of the Extraordinary General Assembly of the Shareholders. The Board of Directors has the right to establish branches and offices and agencies in any city in Lebanon and abroad. Article 5: The company term is 99 years starting from the date of its final constitution. The Extraordinary General Assembly can decide its dissolution before the end of its term or may decide to extend it. CHAPTER TWO CAPITAL OF THE COMPANY SHARES SHARES TRANSFER DIVIDENDS Article 6: 1- The capital of the Company is determined at LBP /282,000,000,000/ (Two Hundred and Eighty Two Billion Lebanese Pounds) divided into 235,000,000 nominal shares (Two Hundred and Thirty five Million shares); the value of each share is One Thousand and Two Hundred Lebanese Pounds totally released. All these shares shall be nominal, totally and not partially subject in its nature to public subscription and to trading in the Organized Financial Markets. The shares constituting the capital of the Company are divided into two categories: 3

4 - The first: Category of the Ordinary shares equivalent to 215,000,000 shares (Two Hundred and Fifteen Million shares) open for trading in the Organized Financial Markets. - The second: Category of the Preferred shares issued in 2011 equivalent to 20,000,000 shares (Twenty Million shares) open for trading in the Organized Financial Markets. The share trading in the Organized Financial Markets shall be free and shall not be bound by any regular restraints. 2- The trade in the shares of the Company shall be made without any legal restraints, except for what is mentioned in the two articles /89/ and /147/ of the Code of Land Commerce and in article /4/ of the Law number /308/ issued on April 3 rd, 2001, pertaining to the issuance and trade of the bank shares and stipulating that the subscription with the bank shares and assigning the same shall be subject to a prior authorization delivered by the Central Council of Banque du Liban (Central Bank) in the following cases: a. If this leads for the acquiring of the subscriber or the assignee, directly or through a fiduciary deed in accordance with the provisions of Law number /520/ dated June 6, 1996, of more than 5% (Five percent) of the total Bank shares or of the vote rights appropriate to the said shares, whichever is bigger. b. If the assignee owns, when the assignment was made, 5% (Five percent) or more of the total Bank shares or of the vote rights appropriate to the said shares, whichever is bigger. The contribution of the spouse, the minor children and any economic groups (as per the definition stipulated in the regulations issued by Banque du Liban (Central Bank)) is calculated within the 5% (Five percent) aforementioned in the two clauses (a) and (b) c. If the assigner or assignee is one of the members of the present or elected Board of Directors, disregarding the number of the assigned shares. 3- In addition to what was stated in the clause (2) hereinabove, the trade of the shares which are open for trading in the Organized Financial Markets, is subject to the provisions of clause (d) of article (7) of the Fundamental Decision number 7814 dated May 11, 2001 and its modifications. 4- Is not considered as an assignment in the concept of the two clauses (2) and (3), the transfer of shares through inheritance or will and is excluded also from the authorization the shareholders subscription, in an irreducible way, and where needed in a 4

5 reducible way per the shares issued as a result of any increase of the Capital. 5- The assignment of Preferred Shares stipulated in article Two(2) of the Law number 308/2001, shall also be excluded from the provisions of the clauses (2) and (3) hereinabove, even if it was done through a fiduciary deed in accordance with the provisions of Law number /520/ dated June 6 th, The said shares are not counted in the calculation of the rate specified in clause (2) hereinabove of this article. Article 7: The Extraordinary General Assembly has the right to increase the capital. The increase of the capital can be executed either by paying the new shares prices in cash or by incorporation of what is permissible of the reserves to the capital or in any other way allowed by law. The Extraordinary General Assembly determines the conditions of issuing the new shares or grants this right to the Board of Directors. When the capital is increased by establishing new shares to be subscribed with in cash, the shareholders shall have the preferential right in subscription with the total of the new shares at the percentage of the old ones they own. The Extraordinary General Assembly that accepted on the capital increase shall take all the measures concerning the additional shares after distribution. In case of cession to a third person of the preferential right to subscribe with shares that represent a capital increase in cash, it is a necessity to obtain the approval of the Board of Directors at the cession of the preferential right in subscription and before starting the procedures of increasing the capital. Article 8: The convocation to subscribe with the shares is addressed either by virtue of registered letters sent to all the shareholders or by virtue of an announcement published in two local daily newspapers at least, issued in the city where the company s headquarters is located. The entire shares value subscribed with, are fully paid at subscription. Article 9: The subscriber at his subscription is given a temporary official receipt where the value of the amounts he paid is mentioned and replaced later by a final registration of the nominal shares in his name at the central trustee for the banks shares Midclear S.A.L. Article 10: By virtue of the provisions of the first article of the law number 308 dated 03/04/2001 the shares are preserved at the central trustee Midclear S.A.L. and their ownership is confirmed, their circulation operations are done, the dealings and the other rights and mortgages emanate from them by virtue of the mentioned company s registrations. 5

6 Article 11: The company has the right to issue debt bonds in any currency, provided that it obtains an authorization from the Bank of Lebanon. Article 12: It is possible to list the company s shares in the organized financial markets especially in Beirut Stock Market provided that the pre-approval of the Bank of Lebanon is obtained. It is also possible to inscribe and price the debt bonds and the General Deposit Receipts GDR related to the company s shares in the same market after informing the Bank of Lebanon. Article 13: Cancelled Article 14: The death, the absence or the detention of one of the shareholders does not necessitate the dissolution of the company. The shareholders heirs and creditors, for any reason, cannot seize the company s assets or ask for any inventory or division and interfere in the company s management. They have to refer to obtain their rights to the general inventory and to the resolutions of the General Assembly. Article 15: The company does not know but one owner of the share that is indivisible. If the share becomes property of many persons through the inheritance or other, the owners shall assign one of them in their relations with the company. Article 16: The shareholders shall not be responsible towards third parties but for the value of their shares and they cannot be forced to pay any amount nor to return back any profit cashed in a legal way. Article 17: The dividends are paid to the shareholder or to the usufructuary from the shares after verifying his ownership or his right in the usufruct according to the registrations of the central trustee for the banks shares Midclear S.A.L. If no claim to pay the profits was made within 5 years from the date of convoking the shareholders to collect these profits, the right prescribes and half of the profits value recurs to the company and the other half to the State according to the law of the tax on the income. 6

7 CHAPTER THREE THE COMPANY S MANAGEMENT Article 18: A Board constituted of 3 members at least and 12 members at most manages the company and is elected among the shareholders. The majority of them must be of the Lebanese nationality. Article 19: The Ordinary General Assembly elects the members of the Board of Directors and this election is for three years at most and they can be reelected. In the period that falls between two Consecutive Annual Ordinary General Assemblies, if the members number decreases because of death or resignation or other reason from the minimum number determined in the Articles of Association, i.e. three, the remaining members must convoke the Ordinary General assembly within two months at most to fill the vacant positions. Article 20: The shareholder shall fulfill the conditions stipulated in article 148 of the Code of Commerce and article 127 of the Monetary and Loan Code. The person elected member in the Board of Directors shall own a number of shares that is not less than the minimum determined in the applicable laws and not less than 500 shares. A registration is made on these shares showing the impossibility of ceding them for the period of his term and until all the members obtain a full discharge from the Ordinary General Assembly. Article 21: The Chairman of the Board of Directors shall be elected among the members of the Board for the whole period of the Board. The Board may appoint a Secretary among its members or from outside. The Chairman may always be reelected. The Board of Directors shall elect among his members who practice the function of General Manager of the Company, a Vice-Chairman who presides the meetings of the Board in the absence of the Chairman and shall have the powers assigned by the Board of Directors or its Chairman. Article 22: The Board of Directors shall meet whenever the company s interest requires so and that by virtue of the convocation of the Chairman or two of his members. The meeting shall take place in the company s headquarters or any other place designated in the convocation. The Board of Directors resolutions shall not take effect unless half of the members at least are present or represented and the resolutions shall be taken by the majority of the members present or represented; if the votes are found equal the Chairman s voice is preponderant. If the members are only three and one of them is absent, the resolutions shall be taken by the two present members agreement. 7

8 It is possible that a member assign another one, therefore one member shall not represent but only one provided that this proxy shall be renewed at each meeting after examining the agenda by virtue of a letter addressed to the Chairman of the Board of Directors. Article 23: The resolutions of the Board of Directors shall be written in the minutes and registered in a special register kept in the company s headquarters. The President of the meeting or one of the members that participated in the resolutions shall sign these minutes. Article 24: The Board of Directors shall have the widest powers to implement the resolutions of the General Assembly and conduct all the businesses required by the project functioning in the regular way and that are not considered of daily activities. He shall particularly have the following powers and obligations that are listed herein for information but not exclusively: - To establish branches for the Bank wherever he deems necessary in Lebanon or Abroad. - To define the Bank politics in all its investments fields, follow and control the implementation of this politics according to the basis it determines. - To allow every appropriation or exchange of funds or immovable rights, as well as the sale of what is approved of it, while knowing that buying such funds and rights as a collection of suspended debts or of debts which are under doubt then selling them is considered part of the daily activities that belong to the Chairman of the Board. - To constitute all the Lebanese and foreign companies or contribute in their constitution. To contribute in the established companies or that will be constituted with all the contributions according to the conditions he deems appropriate and include the company in all the participation. - To establish and put the work regulation for one special committee or more which function is to pre-approve all the resolutions related to the loans and investments related to the ready monetary company s funds and the real estate investments as well as the contributions and participation. - To settle all the propositions submitted to the General Assembly and to determine its agenda. - To appoint a committee that administrates the affairs of employees of all categories with the exception of the rank of General Manager or Assistant General Manager or Vice-General Manager or Secretary of the group and to determine its powers and the conditions of its work. - To appoint, upon the request of the Chairman of the Board of Directors, the vice-chairman/general Manager, the General Manager, the Vice-General Manager and the Assistant General 8

9 Manager, and to designate the Secretary of the group and to submit to the Annual Ordinary General Meeting proposals concerning their salaries and the compensations belonging to them and to the chairman. - To prepare, at the end of the first six months of every fiscal year, a summarized statement of the company s assets and its debts. - To submit, at the end of every fiscal year, the budget, the inventory, the profits and losses account and the other reports mentioned in the law. - To create the legal reserve. - To publish at the end of every year the budget of the previous fiscal year and the list of the names of the members of the Board of Directors and the Auditors according to the law. - The Board of Directors shall empower some of its powers to the Chairman of the Board of Directors and the Assistant General Manager for a short and limited period provided that this empowerment is subject to publishing in the Register of Commerce. He shall also empower them for a determined operation or operations. Article 24 (Bis): The Board of Directors shall have the right to control the business of the companies where the bank owns, whether directly or indirectly, most of the shares, parts or voting rights, and that constitute with it, the group of the companies of the BLOM Bank S.A.L. The supervision of the group and the coordination among its members are undertaken by a person nominated by the Board of Directors of the BLOM Bank S.A.L. after consulting the Boards of Directors of the group s companies, as a president for the group enjoying the following capacities: - Following up the works and results of the group companies. - Informing the Board of Directors of the BLOM Bank S.A.L. periodically about his assessment, remarks and proposals regarding the works and results of the group companies. - Proposing to the Board of Directors salaries, remuneration and allocations of the general directors and the secretary of the group. - Representing the companies as a group towards third parties without undermining the powers of the systems of each of them. - Representing the BLOM Bank in the ordinary and extraordinary assemblies of the group companies. The president of the group is elected by virtue of conditions determined by the Board of Directors. Article 25: The Chairman of the Board of Directors undertakes the function of General Manager. The Chairman may suggest to the Board the appointment of another General Manager. This Manager assumes his function for the account of the Chairman and at his personal responsibility. The Chairman of the Board of 9

10 Directors signs solely on behalf of the company. When the Chairman is temporarily unable to assume his job, he can delegate for his whole job or part of it one of the members of the Board of Directors. This delegation must always be for a determined period. If the Chairman is unable to undertake his job completely, the Board of Directors may consider him resigning and elect another one. The General Manager shall remain in his job till the election of a new Chairman. The Chairman of the Board of Directors and when necessary the General Manager or the delegated member shall represent the company before others, implement the resolutions of the Board and handle the company s businesses. They have the following powers that are herein listed for information but not exclusively: - To accomplish all the necessary procedures to abide by the laws of the country where the company works. - To collect the amounts belonging to the company and to pay the due amounts. - To grant credits with or without real estate or personal guarantees in current account or in discounting bills of exchange or accepting bills of exchange as deposit or guarantee within the limits determined by the Board of Directors. - To ask for a loan according to a loan contract or in any other way, except for the form of the debt bonds issuance. - To draw, endorse, accept, guarantee and pay the commercial bills of exchange. - To issue guarantee letters, grant joint guarantees or others. - To issue, endorse and pay the checks and the travelers checks as well as the letters of credit. - To accept the money sight deposits, on term deposits or with previous notice, in the current account, the checks account and the saving account, etc - To determine the interest rates, expenses and their supplements owed from and to the bank. - To accept the financial bonds deposits or the values or the precious metals. - To rent safe boxes. - To open the documentary credits with or without confirmation within the limits determined by the Board of Directors. - To transfer the funds in Lebanon or abroad. - To rent and lease real estates, to cede the lease contracts and end their validity. - To receive the checks on collection basis or to buy them. - To accept the real estate or personal guarantees, to cede them or remove them before or after payment. - To present all the judicial consultations, the pleadings and for this aim to appoint the representatives and the lawyers. - To empower a director or more to represent the Bank before the examining magistrate and the public prosecutions and the penal 10

11 authorities in each complaint or lawsuits filed by the Bank or against it. - To accomplish the reconciliation and the settlements, to cede the lawsuits and the rights, to accept the reconciliation contracts according to the empowerment decided by the Board of Directors. To raise the seizure signs or the security or mortgage before or after payment. - All the resolutions related to the credits and investments related to the ready monies funds of the company and the real estate investments and the participations, shall be subject to a preapproval from the competent committee established by the Board of Directors according to what is stipulated in article 24 above. - To determine and spend the administrative expenses, the compensations, the allowances and the participations of all kinds, to buy all the bank requirements and equipments, to pay the publicity, publishing and advertisement expenses; in general, to spend all the regular expenses in the Bank or that is necessary for the good functioning of the bank work requires. - All the resolutions of the Employees Affairs Committee appointed by the Board of Directors pertaining to designating and promoting the Directors of the branches and the Directors of the General Administration, determining their functions, powers, salaries, compensations and increasing their salaries and wages as well as transferring them to other positions, dismissing them from service and granting to the employees the right to sign on behalf of the Company as well as the accredited signatures bulletin and its annexes, shall be subject to the authentication of the Chairman of the Board of Directors. - In general, to conduct all the businesses related to the company s object and that were not expressly been kept for the General Assembly and the Board of Directors by virtue of the law or in these Articles of Association. - The company shall be bound by what its representatives accomplish within the limit of their powers. As for what surpasses this limit, the company is only bound by the businesses that the General Assembly of the shareholders authorizes. Article 26: Every agreement between the company and one of the members of the Board of Directors shall be subject to the authorization of the General Assembly whether this agreement was conducted directly or indirectly or thru a third party. The ordinary contracts which object is the operations between the company and its clients shall be excluded from the provisions of this text. Article 27: The Members of the Board of Directors take their allowances, either by fixing an annual salary for them, or fixing a lump sum for each meeting they attend, 11

12 or by fixing a relative percentage of the remaining of the net profits after deducting the legal reserve, or in a way that assembles between these different elements. All this, while taking into consideration the provisions of article 147 of the Code of Commerce. The Ordinary General Assembly may fix these allowances annually and determine the way of their distribution. CHAPTER FOUR THE AUDITORS Article 28: The General Assembly appoints an auditor or several ones and determines their salaries. The appointment and its conditions are subject to the rules stipulated in the Code of Commerce and the Monetary and Loan Code. CHAPTER FIVE THE SHAREHOLDERS GENERAL ASSEMBLIES Article 29: When the General Assembly is convoked and has met in a legal manner it represents all the shareholders even the objectors and the absentees and binds them all. Article 30: The General Assembly is constituted of all the shareholders. Taking into consideration the provisions of the article 117 of the Code of Land Commerce, every shareholder shall have a number of votes equal to his number of shares. The vote rights are fixed regarding the shares put in circulation in the Organized Financial Markets to 10% for every shareholder who had not previously declared to the Board of Directors that he had reached this percentage or exceeded it. This shareholder shall declare to the Board of Directors every change that exceeds 10% occurring to the voting rights belonging to him. Article 31: The shareholders who have the right to attend can assign representatives for them to attend provided that these representatives shall be shareholders too, with the exception of the legal representatives of the people who do not enjoy their capacities. The Board of Directors determines the text of the power of attorney. Article 32: The Ordinary General Assembly convenes every year in the six months that follow the end of the fiscal year. Excepting this, the Board of Directors may convoke the General Assemblies at any time either when he deems that it is 12

13 necessary, or when a group of shareholders, representing the fifth of the company s capital at least submit such request. The auditors may convoke the General Assembly by virtue of what was mentioned in the article 176 of the Code of Commerce. Article 33: The Ordinary General Assemblies are convoked by a convocation published in two local daily newspapers that are issued in the city where the headquarters is located. The Extraordinary General Assemblies are convoked in the convocations subsequent to the first one, in a convocation published in the official gazette in addition to the above-mentioned two newspapers and that by virtue of the text of the article 193 joined to the article 203 of the Code of Commerce. The meeting date and the agenda are mentioned in the convocation. This convocation is published 20 days at least before the General Assembly meeting date. The Board of Directors delivers the convocation. If the auditors are the convokers, they shall deliver the convocation. Article 34: The General Assemblies convene in the company s headquarters or in any other place of the city where this headquarters is located, as the Board of Directors shall decide. The place and date of the meeting are mentioned in the convocation. Article 35: The Board of Directors shall determine the agenda of each General Assembly if he was the convoker or the Auditors shall determine it, if they were the convokers. Only the matters that the convoker wishes to expose or what the Board of Directors had received from a group of shareholders representing 1/5 of the company s capital at least shall be mentioned in this agenda, provided that the request is submitted to the Board before 15 days at least from the publishing and the object is of the Ordinary General Assembly competence. Any subject not mentioned in the agenda shall not be discussed during the General Assembly meeting unless unexpected and urgent matters occur where their estimation belong to the General Assembly that decides whether to expose them or not. Article 36: The General Assembly shall be presided by the Chairman of the Board of Directors or the delegated member by the Board of Directors for this aim or the shareholder appointed by the General Assembly for this purpose. The two present members who have the bigger number of shares shall accomplish the function of scrutiny of the votes if they accept and if not the next ones. The Chairman shall appoint the Secretary who may be from outside the members of the General Assembly. An attendance list shall be prepared where the present and the represented shareholders names, the shares number owned 13

14 by each of them and the voices number belonging to these shares are mentioned. The Bureau shall authenticate the attendance list that shall be kept in the Board of Directors. If the shareholder asks for a secret suffrage, this suffrage shall become obligatory in all the personal matters as revoking or blaming the Board members. Article 37: The Annual Ordinary General Assembly that duly convenes shall have the following powers: - To listen to the reports submitted by the Board of Directors and the Auditors. - To discuss the budget and the accounts, to approve them or not, to ask for their modification, all this provided that the discussion won t take place but after reading the Auditors report under penalty of annulling the approving resolution. - To determine the manner of the profits allocation, to determine, specifically, the profit that it distributes on the shareholders. - To elect the members of the Board of Directors and to dismiss them for the reason it considers without any review. - To decide annually the members of the Board of Directors allowances. - To take into consideration the application of the provisions of article 158 of the Code of Commerce and article 152 of the Monetary and Loan Code, to grant or not the pre-authorization concerning the agreements between the company, the members of the Board of Directors, the members of their families and the establishments where one of the members of the Board of Directors is their owner or an acting partner or their director or a member in their Board of Directors. - To appoint Auditors and determine their allowances. - To examine the Board activities, to deliver a resolution of its full discharge or abstains from it. In general, the Ordinary General Assembly shall practice all the powers stipulated in the law. Article 38: The Extraordinary General Assemblies shall debate on the basis of the following: The Extraordinary Assemblies may, according to the Board of Directors propositions, modify in these Articles of Association whatever they deem appropriate and allowed by the law; they can especially decide: - To increase the capital - To extend or shorten the company s term or to dissolve the company before the end of its term. - To change the company s name. - To merge the company with another one 14

15 - All the other modifications legally granted to them. The Extraordinary General Assembly, on the condition of the Bank of Lebanon approval, may create, in addition to the common shares category, preferred shares according to the provisions of the law number 308 dated 03/04/2001.They shall have the right, on the condition of the Bank of Lebanon approval, to allow the Board of Directors to grant its Chairman, the members of the Board of Directors that hold in it, according to the legal principles, administrative positions, the bank employees in charge of its management or some of them free option rights that give them the right to subscribe with a number of the bank shares, all that according to the provisions of the said Law No 308. The Extraordinary General Assembly may also determine the percentage of the bank shares that will be put into circulation in the organized markets and the circulation rules applied to the shares that are not exposed in these markets, and that according to the provisions of article 5 of the law number 308 dated 03/04/2001. The resolutions of the Extraordinary General Assembly shall not be legal unless the shareholders number, which is constituted of, represents the 2/3 of the company s capital at least. If this quorum is not complete, a new Assembly shall be convened according to a convocation published in the official gazette and in a local daily economical newspaper two times, a week between each time. The previous Assembly agenda and its results shall be mentioned in the convocation. The discussions of this second Assembly shall be legal if the shareholders number, which it is constituted of, represents half of the company s capital at least. If the quorum is not complete, a third Assembly shall be convened and shall then represent only the 1/3 of the company s capital at least. The convocation of this third Assembly shall be in the same way the second Assembly was convoked to. The resolutions shall be taken by the majority of 2/3 of the present or represented shareholders voices. Concerning the change of the company s object, the legal quorum shall always be represented by ¾ of the company s capital at least. The Extraordinary General Assembly shall not have the right to change the company s nationality, to add the burdens on the shareholders or to affect the third parties rights. Each modification of the company s Articles of Association shall be subject to the Bank of Lebanon approval. Article 39: The General Assemblies resolutions shall be established in minutes and registered in a special register or registers. The members of the General Assembly Bureau shall sign these minutes. 15

16 CHAPTER SIX FISCAL YEAR INVENTORY PROFITS DISTRIBUTION RESERVES Article 40: The fiscal year shall begin on the first of January and end on the thirty-one of December of each year. Exceptionally, the first fiscal year shall begin as of the date of the company s establishment and end on the thirty-one of December of the same year. Article 41: At the end of the first six months of the fiscal year, a summarized statement shall be submitted on the company s assets and liabilities and it shall be organized, at the end of the year, an inventory and a budget with the profits and losses account. Article 42: The net profits shall be constituted of the net incomes after deducting all the general and administrative expenses, the employees expenses and burdens, the amortizations, the provisions, the taxes and all the other burdens. Article 43: 10% shall be deducted from the net profits to create the legal reserve. A part of these profits as well shall be deducted to be allocated as a reserve to unspecified banking risks and to the allocations of the Board of Directors in case they were approved, then shall be deducted from the rest of the net profits determined by the Ordinary General Assembly, the amounts related to the preferred shares as they might be determined by this assembly. The Ordinary General Assembly may allocate what remains of the net profits, after deducing the legal reserve thereof and the reserve for unspecified banking risks, the allocations of the Board of Directors in case they were approved, the distributions related to the preferred shares, determining the profits that must be equally divided among the common shares and the possibility of constituting a special or free reserve, provided that the applicable laws and the provisions of these Articles of Association shall be respected. No profits shall be distributed among the common shares for a determined year before paying the distributions to these preferred shares for that year. Article 44: The profit shall be paid in the headquarters in Beirut or in any other place if impossible, in the terms and manner determined by the General Assembly. Article 45: All the reserves, except for the legal reserve, shall remain at the disposal of the General Assembly that can decide whether to distribute them on the shareholders or use them for any purpose it deems profitable, according to the Board of Directors proposition. 16

17 CHAPTER SEVEN THE COMPANY S DISSOLUTION THE LIQUIDATION Article 46: The Extraordinary General Assembly may decide at any time, upon a proposition by the Board of Directors, the company s dissolution before the end of its term. If the company loses any amount of its capital it shall abide by the provisions of article 134 of the Monetary and Loan Code. If the company loses all its reserve funds and ¾ of its capital, the members of the Board of Directors shall convoke the Extraordinary General Assembly to convene in order to decide whether the situation requires the company s dissolution before the term or to take the appropriate measures. All of this while taking into consideration the two articles 132 and 134 of the Monetary and Loan Code. If the members of the Board of Directors neglect to convoke the Extraordinary General Assembly, the Auditors shall do so. In any way, if the Board of Directors and the Auditors neglect to convoke the Extraordinary General Assembly, or it didn t convene because the legal quorum is not complete, or the said Assembly refuses to dissolve the company, every shareholder shall have the right to raise the case before the courts. Article 47: At the end of the company s term or its dissolution before the end of its term, the General Assembly shall appoint, according to the Board of Directors proposition, the way of liquidation, the liquidators powers and remunerations. In case of the death, resignation or incapacity of the liquidators or one of them to accomplish their functions, the Ordinary General Assembly, convoked by the shareholder who is the most pressed, shall replace them. The General Assembly, duly convened shall keep, during the liquidation period, all the powers granted to it during the company s functioning. The Auditors shall remain in their functions to control the liquidation. Article 48: After the end of the liquidation works, the liquidators shall submit a final budget in which they determine the portion of every shareholder while respecting the rights of the owners of the preferred shares in the distribution of the company s assets as follows: In case the bank was liquidated, the owners of the preferred shares shall have the right to cash from the bank assets remaining for the distribution among the shareholders, before any payment that takes place for the bank s common shares, an amount for each share that is equal in Lebanese pounds to the issue price of the share, and that could modified to reflect the occurrence of any split of the bank s shares, in addition to all the amounts decided and not paid and related to the preferred shares. The auditors shall submit a report on the accounts presented by the liquidators. The Extraordinary General Assembly shall examine it and decide the 17

18 liquidators full discharge or object thereto, and then the disagreement shall be raised to the courts. CHAPTER EIGHT THE LITIGATIONS THE PLACE OF RESIDENCE Article 49: All the litigations that arise during the company s functioning or its liquidation between the shareholders and the company or between the shareholders themselves, related to the company s affairs, should be examined by the competent courts where the company s headquarters is located. In the case of disagreement, the shareholder shall elect domicile in the company s headquarters area. All the notifications and notices are legally sent to this place. CHAPTER NINE THE COMPANY S ESTABLISHMENT Article 50: This company shall not be considered as finally established before the realization of the following matters: 1- The authorization of the Lebanese Government to constitute according to the provisions of article 80 of the Code of Commerce. 2- The subscription with all the shares and the payment of the quarter of their value. 3- The meeting of the First General Assembly and the appointment of the Auditor or Auditors and their acceptance of their functions. 4- The completion of all the formalities required by the law. Article 51: The adequate powers shall be granted to the First Board of Directors or whom it will delegate in order to publish these Articles of Association and the minutes related to the establishing of this Company. BLOM BANK sal (Seal & signature) Photocopy of the True Copy delivered on August 9 th 2011 The Head Clerk at the Register of Commerce in Beirut: Youssef YASSINE (Seal & signature) /Seal of the Ministry of Justice- Registry of the Register of Commerce 18