Dubai Islamic Bank P J S C : Invitation of General Assembly

Proposed Amendments to DIB Restated Article of Association 2022

Before Amendment	After Amendment
Restated Articles of Association	Restated Articles of Association
Dubai Islamic Bank	Dubai Islamic Bank
Public Joint Stock Company	Public Joint Stock Company
Section 1	Section 1
Incorporation of the Company	Incorporation of the Company
Article (1)	Article (1)

January 31, 2022

Reason for Proposed Change

The following expressions wherever appearing in these Articles of Association shall have the meanings ascribed thereto hereunder, unless the context otherwise requires:

State: United Arab Emirates

Commercial Companies Law: Federal Law No. (2) of 2015 on Commercial Companies, as amended

The following expressions wherever appearing in these Articles of Association shall have the meanings ascribed thereto hereunder, unless the context otherwise requires:

State: United Arab Emirates

Commercial Companies Law: Federal Law No. (32) of 2021 on Commercial Companies, as amended

To update the reference to the Commercial Companies Law to the new law no 32 of 2021

SCA: The Securities and Commodities Authority of	SCA: The Securities and Commodities Authority of
the United Arab Emirates	the United Arab Emirates

Central Bank: Central Bank of the United Arab(Subject to RegulatoryCentralandBankShareholder: CentralApprovals)Bank of the United Arab

Emirates	Emirates
Competent Authority: Department of Economic	Competent Authority: The local authority having
Development at the relevant Emirate	competence with regards to the affairs of
	companies in the relevant Emirate.

Page 1 of 12

Confidential

To update the definition in line with the new CCL

Proposed Amendments to DIB Restated Article of Association 2022
Before Amendment	After Amendment

January 31, 2022

Reason for Proposed Change

Stock Exchange: The Stock Exchange licensed in the State by SCA and in which the Company's shares are listed

Board of Directors or Board: Board of Directors of the Company

ISSC: the Internal Sharia Supervision Committee of the Company.

Central Bank Law: Federal Decree by Law No. (14) of 2018, Concerning the Central Bank and the Regulation of Financial Institutions and Activities as amended.

Higher Sharia Authority: The Authority established under Article 17 of the Central Bank Law.

Stock Exchange: The Stock Exchange licensed in the State by SCA and in which the Company's shares are listed

Board of Directors or Board: Board of Directors of the Company

ISSC: the Internal Sharia Supervision Committee of the Company.

Central Bank Law: Federal Decree by Law No. (14) of 2018, Concerning the Central Bank and the Regulation of Financial Institutions and Activities as amended.

Higher Sharia Authority: The Authority established under Article 17 of the Central Bank Law.

Section 5	Section 5
Issuance of Sukuk	Issuance of Sukuk
Article )25(	Article )25(
1.Trading Sukuk	1.Trading Sukuk
	(Subject to Regulatory and Shareholder Approvals)

a.The Company may, after obtaining the approval of the General Assembly and the competent authorities, issue tradable Sukuk, whether convertible or non-convertible into shares of the Company.

b.Sukuk to be issued upon an offering shall give the holders thereof equal rights among the Sukuk

a.The Company may, after obtaining the approval of the General Assembly and the competent authorities, issue tradable Sukuk, whether convertible or non-convertible into shares of the Company.

b.Sukuk to be issued upon an offering shall give the holders thereof equal rights among the Sukuk

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Confidential

Proposed Amendments to DIB Restated Article of Association 2022

January 31, 2022

Before Amendment

holders of the same issuance. Any provision to the contrary thereof shall be invalid.

2.Convertible Sukuk

No Sukuk shall be converted into shares, unless same is set forth in agreements, documents, or prospectus. If a decision is taken to convert Sukuk into shares, Sukuk holder shall be discretionally entitled to accept such conversion or collect the nominal value of Sukuk, unless the relevant agreements, documents or prospectus stipulates that the conversion is a must. In such case, Sukuk shall be converted into shares based on the prior consent of parties upon the issuance.

After Amendment

holders of the same issuance. Any provision to the contrary thereof shall be invalid.

2.Convertible Sukuk

No Sukuk shall be converted into shares, unless same is set forth in agreements, documents, or prospectus. If a decision is taken to convert Sukuk into shares, Sukuk holder shall be discretionally entitled to accept such conversion or collect the nominal value of Sukuk, unless the relevant agreements, documents or prospectus stipulates that the conversion is a must. In such case, Sukuk shall be converted into shares based on the prior consent of parties upon the issuance.

Reason for Proposed Change

3.Pursuant to the provision of Article Nos. 229,	3.Pursuant to the provision of Article Nos. 231,
230, 231, 232, 233 and 234 of the Commercial	232, 233, 234, 235 and 236 of the Commercial
Companies Law, as well as the laws of the UAE	Companies Law, as well as the laws of the UAE
Competent Authorities issued in this regard, the	Competent Authorities issued in this regard, the
General Assembly may under a special resolution,	General Assembly may under a special resolution,
resolve to issue Sukuk or securities in conformity	resolve to issue Sukuk or securities in conformity
(Subject to Regulatory and Shareholder Approvals)
with the rules of Islamic Sharia. The resolution	with the rules of Islamic Sharia. The resolution
shall specify the value of such Sukuk or securities,	shall specify the value of such Sukuk or securities,
conditions for its issuance and the extent of its	conditions for its issuance and the extent of its
convertibility into shares. The General Assembly	convertibility into shares. The General Assembly
may also empower the Board to fix the date on	may also empower the Board to fix the date on
which the bonds or sukuk will be issued.	which the bonds or sukuk will be issued.

Page 3 of 12

Confidential

To update the referenced articles in line with the new CCL

Proposed Amendments to DIB Restated Article of Association 2022

Before Amendment	After Amendment
Section 6	Section 6
Management of the Company	Management of the Company
Article (29)	Article (29)

January 31, 2022

Reason for Proposed Change

The Board of Directors may elect from amongst its members one or more managing director(s) whose powers and remunerations are to be determined by the Board of Directors. Furthermore, the Board of Directors may form from its members, one or more committees, giving it some of its powers or to delegate it to manage the business performance of the Company, and to execute the Board of Directors' resolutions. The Board of Directors may appoint one or more non-Director members in such committees, as it deems appropriate.

The Board of Directors may elect from amongst its members one or more managing director(s) whose powers and remunerations are to be determined by the Board of Directors. Furthermore,The Board of Directors may form from its members, one or more committees, giving it some of its powers or to delegate it to manage the business performance of the Company, and to execute the Board of Directors' resolutions. The Board of Directors may appoint one or more non-Directormembers in such committees, as it deems appropriate

This is in accordance with Central Bank regulations. All references to "managing director" in the AOA will be deleted

Article (31)

Article (31)

1. The chairman, deputy chairman , managing director or any other directors authorized (Subjectby the Board shall have the right to severally sign on behalf of the Company and within the limits of the Board's resolutions.
2. The Chairman of the Board of Directors is the legal representative of the Company before the courts and in its relationships with third parties. The Chairman of the Board of

1. The chairman, deputy chairman , managingto Reguladirectory an Shareholderor any otherApprovaldirectors authorized by
2. 1. 
      the Board shall have the right to severally sign on behalf of the Company and within the limits of the Board's resolutions.
   2. The Chairman of the Board of Directors is the legal representative of the Company before the courts and in its relationships with third parties. The Chairman of the Board of

This is in accordance with Central Bank regulations. All references to "managing director" will be deleted.

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Confidential

Proposed Amendments to DIB Restated Article of Association 2022		January 31, 2022
Before Amendment	After Amendment	Reason for Proposed Change

Directors may resolve to empower the chief executive officer to authorize any appropriate person to, on behalf of the Chairman, appear before the courts and third parties.

1. The chairman may delegate some of its powers to any director of the Company
2. The Board may not absolutely delegate some of its powers to the chairman of the Company.

Directors may resolve to empower the chief executive officer to authorize any appropriate person to, on behalf of the Chairman, appear before the courts and third parties.

1. The chairman may delegate some of its powers to any director of the Company
2. The Board may not absolutely delegate some of its powers to the chairman of the Company.

Article (36)		Article (36)
The Board of Directors may appoint a Chief		The Board of Directors may appoint a Chief
Executive Officer or General Manager or one or	Executive Officer or General Manageror one or
more manager(s) or managing director or		more manager(s) or managing directoror
authorized attorneys for the Company and		authorized attorneys for the Company and
determine their authorities, the conditions of	determine their authorities, the conditions of
their engagement, their salaries and	(Subject to Regulatorytheir engagement,and ShareholdertheirApprovals)salaries and
remunerations. The chief executive officer or the	remunerations. The chief executive officer or the
general manager of the Company is not allowed	general manager of the Company is not allowed
to be a chief executive officer or a general		to be a chief executive officer or a general
manager of another public joint stock company.	manager of another public joint stock company.
In all cases, a prior approval from the Central	In all cases, a prior approval from the Central
Bank must be obtained for such an appointment.	Bank must be obtained for such an appointment.

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Confidential

This is in accordance with Central Bank regulations. All references to "managing director" will be deleted. The reference to "General Manager" has also been deleted