MEMORANDUM OF ASSOCIATION

OF
FIRST CREDIT AND INVESTMENT BANK LIMITED

I. The name of the company is "First Credit and Investment Bank Limited",

II. The Registered Office of the company shall be situated in the Province of Sindh
(Pakistan).

III. The objects for which the company is established are:

1. To carry on, either on its own or as a broker, the business of purchase, sell, trade,
discount, re-discount, hedge, swap, assign, transfer, distribute, issue, invest, make,
draw, arrange, place, manage, endorse, effect, execute, accept, underwrite, insure
and guarantee of loans and securities including certificates of investment, certificates
of deposit, commercial papers, modaraba certificates, participation term certificates,
term finance certificates, instruments of redeemable capital, derivatives, money
market papers and instruments, bonds, debentures, debenture stock, shares,
preference shares, warrants, coupons, quasi loan instruments, units and certificates,
bills, book debts, receivables, obligations, promissory notes, bankers’ acceptances,
bills of exchange, bills of lading, options, future contracts, right or claim whether or not
based on security, global depository receipts and other such special bonds and
instruments or any other securities, whether listed or un-listed, issued in and outside
Pakistan by or under the authority of any government, governmental local and
municipal agencies or any authority or body corporate, trust, modaraba, foundation,
entity, corporation, NIT and other open-ended and/or closed ended schemes,
association of persons, whether in public or private sector, both in primary and
secondary market, in capital or money market, and to lend money for the purpose of
such issues, to act as factors, to provide margin loans, to negotiate loans and to act
as broker in call and money market, foreign exchange, equity, capital and such other
markets.

2. To act, alone or with other(s), as adviser, arranger, manager, underwriter, guarantor,

participant, custodian, trustee, agent, facilitator, nominee, administrator, attorney,
executor, broker and render other services for companies, corporations, firms,
business undertakings, entities, governments, local and municipal agencies,
authorities, body corporate, institutions and other persons, in and outside the country,
in obtaining syndicated loans, direct bank loans, export credits, leases, project
financing, private placements of debt and equity, corporate and financial restructuring,
merger, acquisition, divestiture, accommodation in money terms or otherwise.

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3. To act, alone or with other(s), as adviser, arranger, manager, underwriter, guarantor,
participant, custodian, trustee, registrar, agent, facilitator, nominee, administrator,
attorney, executor, primary dealer, market maker, broker and render other services for
companies, corporations, firms, business undertakings, entities, governments, local
bodies and municipal agencies, authorities and institutions and other persons, in
primary and secondary markets, with regard to public issues and/or private placement
of securities, certificates of investment, certificates of deposit, commercial papers,
modaraba certificates, participation term certificates, term finance certificates,
instruments of redeemable capital, money market papers and instruments, bonds,
debentures, debenture stock, stock, shares, warrants, quasi loan instruments, bills,
book debts, receivables, promissory notes, bankers’ acceptances, bills of exchange,
bills of lading, right or claim whether or not based on security, or any other securities in
and outside the country, in local and foreign currency and to offer advice and services
for having such issues listed on one or more stock exchanges.

4. To borrow and raise funds in local and foreign currency from banks and financial
institutions, with or without securities or secured by mortgage, charge, hypothecation,
pledge or lien over the present or future assets of the company and/or by debentures,
perpetual or terminable or otherwise issued at par or at premium, or discount, and to
generally obtain finances and accommodations for the company’s business, including
by issue of term finance certificates or participation term certificates, charged upon all
or any of the company’s properties (both present and future), and to purchase,
redeem and pay off any such securities; to enter into appropriate arrangements with
banks, financial institutions, leasing companies, modarabas, insurance companies,
etc. for all sorts of financing and accommodations that may be needed for achieving
the objects or conducting the business of the company, such as financing by purchase
and sale of moveable and immoveable properties and securities, with buy-back
arrangements or otherwise, financing by leasing, hire purchase, musharaka or profit
and loss sharing, equity participation and purchase of shares, morabaha, modaraba,
etc. and all other types of finances, whether on the basis of mark-up, mark-down,
service charges, annual rates of profit, profit and loss sharing, hire purchase, leasing
or otherwise on such securities on such conditions and terms as may be required.

5. TO give or issue any guarantee or counter-guarantee, in local and foreign currency, in

relation to the payment or performance of any accommodations or debentures,
debenture stocks, modaraba certificates, bonds, obligations, or securities and carry on
and transact every kind of guarantee, counter-guarantee and indemnity business, and
in particular to guarantee or counter-guarantee any moneys, including principal, or
markup or interest, or other moneys payable under any debentures, mortgages, loan
agreements, contracts, obligations and securities.

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6 To deposit, place or invest moneys belonging or entrusted to or at the disposal of the
company with such person or company or entity and in particular with customer and
others in and outside the country, with or without security, upon such terms as may be
considered proper and to invest or otherwise employ such moneys in such manner as
may be considered proper and from time to time to vary such investments in such
manner as the company may think fit.

7 To act as trustee under any deed constituting or securing any debenture or debenture
stock, or other securities or obligations and to undertake and execute any other trusts,
and also to undertake the office of or exercise the powers of the executor,
administrator, receiver, treasurer, custodian and trust corporation.

8 To setup a trust or a subsidiary company or hold minority shares in another company,

if deemed appropriate, for furtherance of any its business objects.

9 To act as consultants, advisors or financial intermediaries to individuals, corporations,

financial institutions, Government bodies and departments, municipal corporations and
other entities, in managing their funds.

10 To provide technical, economical, financial, and administrative consultancy services

and to prepare or made out investments and economic feasibility studies for investors
for projects intended to be established and undertaken, including the identification of
investment opportunity and evaluation of projects.

11 To act as broker in call and money market, foreign exchange, equity, capital and such
other markets and to acquire membership and functions as member of stock
exchange(s) or such other exchange(s) and to act as investment consultants and
advisors in assisting individuals, corporations, financial institutions or other entities in
placing their funds for short, medium or long-term periods and for this purpose to
operate discretionary portfolio accounts on behalf of such clients.

12 To manage cash and funds for others, to undertake portfolio management, advisory
and consultancy services and to offer cash management accounts and securities
management accounts for clients.

13 To offer professional advice and services in the nature of analysis and research with
regard to trading in capital markets, project finance, commodity trading, import and
export finance, and venture capital to both institutional and individual investors or
corporate entities.

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14 To offer custodial services in respect of any securities or documents or title deeds
relating to any immoveable or moveable property or to act as security holding agent
for one or more persons.

15 To act as registrar for shares, stocks, bonds, debentures and other debt instruments
and securities for the companies and other entities and/or to provide corporate
advisory, secretarial and other similar services.

16 To assist companies and individuals with their cash management systems.

17 To collect, purchase, sell, transfer, assign or have assigned to itself loans, debts, trade
or other receivables, actionable claims, or future right to receive cash flows from
certain companies, either directly or through creation of a separate legal entity.

18 To appoint, remove, replace, and remunerate custodians, trustees and agents and to
create and form trusts and agencies, to appoint trustees and custodians for investment
and fund management, and with the prior approval of the authorities concerned, inter
alia, to offer issuance, sale, repurchase, encashment and supervision services for unit
trust schemes and mutual funds certificates and for the overall investment, custody,
management and deployment of funds, to provide all necessary and requisite
management, supervision and administrative functions and back-up support therefore,
in accordance with the prevailing laws, rules and regulations of Pakistan and to
remunerate such trustees and custodians at fixed remuneration or on the basis of
percentages or otherwise and on such terms and conditions as the Company may
deem fit.

19 To prepare feasibility, market or industry studies for companies.

20 To conduct research and publish for sale or circulation business reports relating to the
economy and various sectors/industries in Pakistan.

21 To purchase, or otherwise acquire and undertake, the whole or any part of, or any
interest in the business, goodwill, property, contracts, agreements, rights, privileges,
effects and liabilities of any other company, corporation, partnership, entity, body,
person or persons carrying on, or having ceased to carry on, any business which the
company is authorized to carry on, or possessing properly suitable for the purposes of
the company and upon such terms and subject to such stipulations, terms and
conditions and at or for such price and consideration (if any) in money, shares,
money's worth or otherwise as may be deemed appropriate.

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22 To undertake the management of any business or entities by establishment,
acquisition or otherwise and to act as representatives of any company, firm, entity or
person and to undertake and transact all kinds of agency business and to appoint
agents and establish agencies or branches of the company in any part of the world.

23 To amalgamate, consolidate, or merge, either in whole or in part, with or into any other
companies, associations, firms or persons carrying on any trade or business of a
similar nature to that which this company is authorized to carry on.

24 To enter into any partnership or any arrangement or agreements for sharing profits,
any union of interests, cooperation, joint ventures, reciprocal concession and/ or
facilities with any person, body, corporate, entity, institution, government or other
authority including supreme, municipal, local or otherwise, whether or not having
objects similar to those of this company, that may seem conducive to all or any of the
objects of the company and/or to obtain from such government or authority including
the State Bank of Pakistan any rights, permissions, licenses, concessions or privileges
which the company may think desirable to obtain and to carry out, exercise and
comply with any such arrangements, rights, permissions, licenses, privileges and
concessions.

25 To purchase, acquire, in any manner, construct, erect, take on lease or in exchange,

hire or otherwise, improve, maintain and alter, any land, building, plant, machinery,
equipment, apparatus, stock-in-trade, vehicles, patents, goodwill, licenses, rights or
privileges or any other immoveable or moveable property of any description which the
company may think necessary or convenient for the purposes of its business and to
pay for these in cash or kind or by way of part payments including by way of equity or
debt securities as the company may deem fit, and either to retain any property so
acquired for the purpose of the company’s business or to turn the same to account as
may seem expedient and to sell, let on lease or otherwise dispose of or part of or grant
rights over any property or belongings to the company.

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26 To employ or remunerate experts to investigate and examine into the condition,
prospects, value, character and circumstances or any business concerns and
undertakings and generally of any assets, concessions, properties or rights.

27 To sell, mortgage, exchange, lease, grant licenses, easements and other rights over,
improve, manage, develop and turn to account and in any other manner deal with or
dispose of the undertakings, investments, property, assets, rights and effects of the
company or any part thereof for such considerations as may be thought fit, including
any stocks, shares or securities of any other company.

28 To conduct business as a Modaraba Company as permissible under the Modaraba

Companies and Modaraba (Floatation & Control) Ordinance 1980 as amended time to
time, subject to obtaining requisite authorizations from the appropriate regulatory
authorities.

29 To conduct the business of housing finance and to provide finance, loans, and
advances to individuals, projects, housing finance companies and others for the
purpose of house building, constructing, purchasing or making any additions,
purchasing of land, or house or apartments, in connection with the purposes
mentioned herein subject to obtaining requisite authorizations from the appropriate
regulatory authorities.

30 To carry on the business of investment advisory and asset management services by

floating and managing both open-end and/or closed-end mutual funds and to manage
portfolios of stocks and shares, pension and provident funds, participation term
certificates and others negotiable and debt instruments described by whatever name
or title for both individual and institutional clients, on a discretionary and non-
discretionary basis.

31 To engage, after obtaining requisite regulatory approvals, in the business of leasing.

32 To carry on the business of investment finance services as defined under the NBFC
Rules 2003, as amended time to time, subject to obtaining requisite authorizations
from the appropriate regulatory authorities.

33 To conduct business of a Venture Capital Company, Venture Capital Investment and

Venture Capital Fund as defined under the NBFC Rules 2003, as amended time to
time, subject to obtaining requisite authorizations from the appropriate regulatory
authorities.

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34 To offer services as a credit rating agency through a subsidiary or otherwise for
corporate entities, after appropriate regulatory approvals.

35 To do all such other things or participate in activities which as are incidental to or

conductive for the promotion or advancement of the business of the company.

36 To do any other business, subject to obtaining requisite authorizations from the

appropriate regulatory authorities.

37 To open, operate, and close accounts with banks and financial institutions for the
purposes of depositing funds/money of the company and to receive/get
interest/profit/mark-up thereon.

38 To open, operate, settle and close account(s) or sub-account(s) with Central

Depository Company or any other institutions and companies for deposit, lodging,
placement, transfer, etc. of securities of the company or under trust or charge of the
company.

39 To get insured with any insurance company against losses, damages risks and
liabilities of all kinds affecting business and/or property.

40 To promote, sponsor, form and get incorporated one or more companies having
amongst its or their objects the furtherance of the business and objects of the
company.

41 To grant funds, donations, annuities, pensions, allowances, gratuities, bonuses of any

employees or employees of the company or any dependent thereof or to any
charitable, religious, social, scientific, educational, industrial institutions, organization,
having objects in the interest of the company in general, or to establish and maintain
and pay for educational, moral, physical or social welfare of employees and their
dependents in particular.

42 To distribute any of the company's property among the members in specie.

43 Notwithstanding anything contained in the foregoing objective clauses of this

Memorandum of Association, nothing shall construe any power directly or indirectly
upon the company to indulge in or to undertake the business of ‘banking’ itself as
defined in the Banking Companies Ordinance, 1962, as amended from time to time or
the business of insurance as described in the Insurance Ordinance 2000 as amended
from time to time or any unlawful business.

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 It is expressly declared that the several sub-clauses of this issue clause and all the
powers expressed therein are to be cumulative but in no case unless the context
expressly so requires is the generality of any one sub-clause to be narrowed or
restricted by the name of the Company or by the particularly of expression in the same
sub-clause or by the application of any rule of construction such as the ejusdem
generis rule, and accordingly none of such sub-clauses or the objects therein specified
or the power thereby conferred shall be deemed subsidiary or auxiliary merely to the
objects mentioned in any other sub-clause of this clause, and the Company shall have
full power to exercise all or any of the powers conferred by any part of this clause in
any part of the world.

IV. The Liability of the member is limited.

V. The Authorized Capital of the company is Rs.750,000,000 (Rupees Seven hundred

fifty million only) divided into 75,000,000 (Seventy five million) Ordinary Shares of
Rs.10/- each, with powers to the company from time to time to increase or reduce its
capital. The shares of the company whether original or increased may be divided into
different classes and same may be varied, modified and abrogated as may be
determined by or in accordance with the regulations of the company and the provision
of the Companies Ordinance, 1984.

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