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							    Jordan Mortgage Refinance Company,
A public shareholding company with limited
liability, established in pursuance to the
Temporary Companies Law No. (1) for the year
1989, registered in the public shareholding
Companies Register on 5/6/1996 under No.
(314) with a capital of Jordanian Dinars (5)
million, and licensed to operate as of 22/7/1996.




Head Office : Amman,The Hashemite Kingdom of Jordan .
Address     : I5 Al - Mahdi Bin Baraka Street/
               Western Shmeisani
               P.O.Box 940743 Amman 11194 Jordan,
               Tel:     5601417
               Fax:     5601542
               E-mail: jmrc@go.com.jo
               Web site: www.jmrc.com.jo




    1
                                      Contents


Letter from the Chairman of the Board of Directors                               12

Economic activity indicators and housing finance market in Jordan during 2005    14

JMRC's incorporation, objectives, sources of funds, and operations mechanism.    16

Benefits of borrowing from JMRC.                                                 18

Benefits of investing in JMRC bonds                                              19

JMRC's activities and achievements during 2005.                                 20-25

   - In the area of refinancing of housing loans.

   - In the area of borrowing.

   - In the area of marketing.

   - In the area of training.

Financial analysis of JMRC’s financial statements for the year 2005              26

JMRC's organizational chart and its human resources.                             28

Introductory Background about Executive Management Staff                         30

Projected action plan.                                                           32

Other information about JMRC.                                                    33

Agenda of the annual ordinary meeting of the general assembly.                   37

Recommendations of the Board of Directors concerning distribution of profits.    38

Financial statements as of 31 December 2005 together with auditor's report.     39-54




                       11
      HIS MAJESTY
    KING ABDULLAH II
     BIN AL HUSSEIN




3
                       The Board of Directors

  The Chairman

H.E. Dr. Omayah Toukan:            Representative, Central Bank of Jordan.

  Vice Chairman
Engineer Shehadeh Abu              Representative, Housing & Urban Development Cor-
Hdaib :                            poration

  Members
 Mr. Ibrahim Daher                 Representative, Central Bank of Jordan
 Miss Malak Ghanim                 Representative, Central Bank of Jordan
 Mr. Jamal Ashoor                  Representative, Social Security Corporation
 Mr. Mohammed Mousa                Representative, Arab Bank
 Mr. "Mohammed Mazen" AL- Khalha   Representative, Housing Bank for Trade & Finance
 Mr. Zahie Fakhourri               Representative, Jordan National Bank.
 Mrs. Simona Sabilla               Representative, Cairo- Amman Bank
 Miss Ghada AL- Farhan             Representative, Jordan Commercial Bank
 Mr. Tawfiq Mukahal                Representative, Jordan Kuwait Bank


  Managing Director

Mr. Ibrahim Daher

  Auditors
Messrs./ Arab Professionals
Member of Grant Thornton International

  Legal Consultant

Advocate Mousa AL-Aaraj




                      5
* Dr. Umayya Salah Toukan:
                                                                        Introductory
 Chairman of the Board
 • Academic Qualification:                                              Background
 - B.Sc. in in Busniess Administration/ American Univerisyt - Beirut.   about
 - Diploma in Economic Development/ Oxford University - London.
 - PHD in Monetary Economics (Money & Financial Markets)/               Members of
    Columbia University - N. Y. USA.
                                                                        the Board of
 • Present Position:
 Governor of the Central Bank of Jordan from 1/1/2001                   Directors
 • Previous Experience:
 - Head of the Economic Research Department at the Centeral
    Bank of Jordan.
 - Economic advisor for the prime minister or Jordan.
 - Director General of the Stock Exchange in Jordan.
 - Senior Economist at the Arab monetary fund-Abu Dhabi.
 - Representative of Jordan in the United Nations - N. Y
    (Economic & Financial Committee).
 - Ambassador of Jordan in the Kingdom of Netherlands, the
    Kindgdom of Belgium, the grand Duch of Luxembourg.
 - Representative of Jordan in the European Union.


* Engineer Shehadeh Abu Hdaib:
 Representative, Housing & Urban Development Corporation
 • Academic Qualification:
 - B.Sc. in Civil Engineering/ Texas University/USA -1981
 • Present Position:
 Director General, Housing & Urban Development Corporation
 since 5/12/2004
 • Previous Experience:
 - Chairman of the Board of Petra Region Authority
   1/1/2000-5/12/2004.
 - Director General, Petra Region Authority 1/9/1999-5/12/2004.
 - Consultant to Greater Amman Mayor and Director of Central
    Amman Development Project 1982-1999
 - Member of Government Tenders Committee
 - Representative of the Social Security Corporation in the Board
    of the National Company for the Toursim Development.
 - Member of the Higher Organization Council.




                 7
* Mr. Ibrahim Daher
 Representative: Central Bank of Jordan
 • Academic Qualification:
 - BA in Business Administration/ University of Jordan,1974
 - Higher Diploma in Education/ University of Jordan,1977
 • Present Position:
 - Managing Director -JMRC
 • Previous Experience:
 - Worked in the Housing Bank for Trade & Finance
   1/10/1974-8/3/2004
 During his tenure, he held several administrative, financial and
 banking positions, including: Branch manager for (7) years,
 director of low-cost housing loans department, executive
 director of housing loans and due installments, executive
 director of credit risks management department, and executive
 director of property and administrative departments.
 - Member of the Board of Directors/ Housing & Urban
   Development Corporation.


* Miss Malak Ghanim
 Representative, Central Bank of Jordan
 • Academic Qualification:
 - MBA in Banking & Finance Development-Finfrica Foundation
    Milan/ Italy 1987.
 - B.Sc. in Accounting/ University of Jordan 1976
 • Present Position:
 - Executive Director- Banks Control Department/ Central Bank
    of Jordan
 • Previous Experience:
 - Holding several leading positions, Central Bank of Jordan
    since 1976.


* Mr. Jamal Ashoor
 Representative, Social Security Corporation
 • Academic Qualification:
 - B.Sc. in Accounting-Arab Republic of Egypt- 1981
 • Present Position:
 - Head of Internal Audit & Control Department - Social Security
    Corporation
 • Previous Experience:
 - Held several leading positions - Social Security Corporation
    since 1981.




                                               8
* Mr. Mohammed Mousa
 Representative, Arab Bank
 • Academic Qualification:
 - B.Sc. in Mathematics/ Business Administration/ University of
    Jordan-1978
 • Present Position:
 Corporate Credit Manager/ Corporate Sector Management/
 Jordan and Palestine Branches-Arab Bank
 • Previous Experience:
 - Head of Guarantees Department-Arab National Bank/Jeddah-
    Saudi Arabia, Aug 1982 - Oct 1983.
 - Credit Facilities Departments/ General Management-Arab
   Bank Jordan since November 1978.


* Mr. "Mohammad Mazen" AL- Khalha
 Representative, Housing Bank for Trade & Finance
 • Academic Qualification :
 B.Sc. in Economics & Commerce/ University of Jordan-1975
 • Present Position:
 Risks Management Manager/Housing Bank for Trade & Finance
 • Previous Experience:
 - Worked at the Housing Bank for Trade & Finance 1975-1976
 - Financial Controller with a contracting establishment
   1976/1985.
 - Housing Bank for Trade & Finance since 1985-present. He
    gradually held several financial and banking positions
    including: controller, branch manager and facilities manager,
    authorized credit manager (ASCO), commercial credit center
    manager, regional manager.


* Mr. Zahie Fakhourri
 Representative, Jordan National Bank.
 • Academic Qualification:
 - B.Sc. in Accounting
 • Present Position:
 - Assistant General Manager for Trade Facilities - Jordan
   National Bank
 • Previous Experience:
 - Since 1973 worked at Arab Bank, International Credit &
    Commerce Bank, Business Bank and Jordan National Bank.




               9
* Mrs. Simona Sabilla
 Representative, Cairo-Amman Bank
 • Academic Qualification:
 - BA in Arts/ Major: English Language, Minor: Education
    University of Jordan-1977.
 • Present Position:
 -   Assistant General Manager, Risks Management               and
     Compliance Control- Cairo-Amman Bank
 • Previous Experience:
 - Chase Manhattan Bank/Amman September 1977- March 1986
 - Bank of Jordan/Amman, April 1986-August 1995.
 - Cairo-Amman Bank, August 1995- Present.


* Miss Ghada AL- Farhan
 Representative, Jordan Commercial Bank
 • Academic Qualification:
 - Financial Investments & Capital Management / Hubert Hum-
    phrey Fellow Boston University, Boston M.A 1999-2000.
 - MBA in International Management/ East London University,
    United Kingdom 1995.
 - BA in Economics/ American University of Beirut 1983.
 • Present Position:
 - Deputy General Manager - Jordan Commercial Bank snice 1/9/2004.
 • Previous Experience:
 - Held various positions at the Social Security Corporation, the
    last of which was Assistant Manager of Projects & Shares
    Investment Department 1984-2004


* Mr. Tawfiq Mukahal
 Representative, Jordan Kuwait Bank
 • Academic Qualification:
 - BA in Business Administration/ University of Jordan-1974
 • Present Position:
 - Assistant General Manager and Supervisor of Facilities
   Department/ General Management - Jordan Kuwait Bank.
 • Previous Experience:
 - Local Credit & Marketing Department The National Bank of
    Kuwait from 1974-1990.
 - Jordan Kuwait Bank, since 1991.
 - Member of the Board of Directors/ Trust Investment Company,
    representing Jordan Kuwait Bank.




                                              10
               Dear Shareholders,
Letter         It is my pleasure to present to you the ninth annual report of
            the Company, which reflects JMRC's major achievements during
From the
            2005, its financial position as at the end of 2005 through its
Chairman    balance sheet and final accounts and briefly sheds light on its
Of the      action plan for the future.
               JMRC's establishment, with joint efforts of the public and
Board of    private sectors, represents one of the important aspects for
Directors   restructuring the housing sector in the Kingdom, considered one
            of the main sectors of the national economy. JMRC also
            constitutes a new and important link between money market and
            capital market through its provision of medium and long term
            finance to local banks and financial institutions, which grant
            housing loans from its different financial resources, most
            important of which is the proceeds of JMRC corporate bonds
            issues in the local capital market.
                JMRC's work mechanism, through refinancing housing loans,
            provides banks and financial institutions with the opportunity to
            increase their participation in granting housing loans and
            subsequently expand housing loans base in the Kingdom. This
            mechanism helps to overcome the lack of medium and short- term
            financial resources for the housing sector in the banking sector
            institutions. Moreover, JMRC's loans enable banks and financial
            institutions to manage their assets and liabilities more efficiently
            through matching the terms of their resources and uses of funds.

               Dear Shareholders
               During 2005, JMRC continued to focus its efforts to deepen
            and develop the housing finance market in the Kingdom, through
            developing the primary market by increasing the volume of
            housing finance offered by local banks and developing housing
            loans programs introduced by these financial institutions offering
            such type of loans. JMRC also persist its effort to develop the
            secondary mortgage market by increasing the volume of
            refinance loans offered by JMRC to banks and developing the
            capital market by increasing JMRC issues of corporate bonds
            with the aim to provide the funds necessary for its refinance loans




                                                           12
activities in addition to increasing the number of financial
institutions that invest in corporate bonds issued by the Company.
   In spite of the events which the region has witnessed and the high
liquidity available in most local banks, yet the Company's efforts -
during the year 2005 - resulted in granting refinance loans to banks
in the amount of JD (48) million, from which 6 financial institutions
benefited so that the loans granted by the Company since its
establishment reached approximately JD (153) million at the end of
2005. Moreover, the balance of refinance loans at the end of 2005
reached about JD (100) million covered about (6500) housing loans.
During 2005 the Company issued corporate bonds in the amount of
JD (48) million. The Company's efforts resulted also in promoting
some banks to grant housing loans at constant interest rates.
   It is to be noted that JMRC's action plan for the future includes,
introduction of new lending programs to cope with the
developments in housing refinance market in consistent with the
requirements of different banks, borrowers and investors in terms of
investment in low risk financial instruments, in addition to
increasing the volume of its operations in refinance loans and
issuance of corporate bonds for different terms. JMRC is also
considering the possibility of expanding purchasing        mortagage
loans portfolios and issuing mortgage-backed securities.


   Dear Shareholders,
   Before concluding this letter, let me express, on behalf of my
colleague members of the Board, our most sincere gratitude and
appreciation to our government and CBJ for their trenuous efforts to
support the Company's march. We would also like to express our
thanks to the Company's Managing Director and its entire staff for
their sincere efforts. I hope that Almighty Allah will help us all in
shouldering the responsibility, fulfilling the duties entrusted to us
and serving our country under the leadership of his majesty our
great King Abdullah the II Bin Al Hussein,
                  Allah is the bestower of success


                                       Dr. Umayah Tuqan
                               Chairman of the Board of Directors




                  13
                   During 2005, the Jordanian economy continued to realize
Economic
                positive achievements and improvement in performance at the
activity        macro level. which exceeded 7% in constant prices, compared with

indicators      economic growth rates 7.5% in 2004, 3.4% in 2003 and 5.1% in
                2002.
and housing        On the monetary policy level, the Central Bank of Jordan
finance         continued its policy in 2005 to maintain monetary stability,
                reinforce the immunity of the banking system and provide a
market in       suitable interest rates structure that copes with local and
Jordan during   international economic developments. The Central Bank of Jordan
                was able to maintain a convenient level of foreign reserves, which
2005            reached its highest level at the end of December 2005, about $
                (4.8) billion.
                   On the capital market level, Amman Stock Exchange witnessed
                an outstanding activity in 2005 where the trading volume until the
                end of December 2005 amounted to JD (16.9) billion, the highest
                since its establishment in 1978, compared to about JD 3.79 billion
                at the end of 2004. The capital market witnessed also a remarkable
                activity in the volume of bonds and bills issued or guaranteed by
                the Jordanian Government, in addition to private sector issues.
                   Despite of the activity which the bonds market witnessed during
                2005, yet the role of this market is still in need for reinforcing and
                enhancing its role in mobilizing national long term savings and
                finance resources including promoting trading therein.
                   In this respect, it is worth mentioning that development of
                capital market is vital for JMRC's activity. It is also considered one
                of the most objectives for which the Company was founded.
                   In the domain of real estate market, the construction sector
                continued to realize high growth rates during 2005 in view of the
                rise in infrastructure projects and the areas licensed for
                construction inside the Kingdom, However, Jordan, like other
                countries, is still facing the problem of providing housing units for
                low - income citizens.
                   The housing sector is one of the important sectors in the
                national economy since it is related to providing the local
                community with suitable housing units and its link with other
                several economic activities. Therefore, activating this sector will




                                                                 14
necessarily lead to activating the national economy and
subsequently contribute to increasing the actual growth rates in the
national economy.
   Regarding developments in the primary market for housing
loans, a remarkable growth was noticed in the volume of housing
loans and improvement of its conditions, and a decline in interest
rates on housing loans more than the decline in the interest rates in
the market on banking facilities for other purposes. Some local
banks started to grant housing loans at constant interest rates,
during interest periods, reaching (10) years from the life of a
housing loan. In this respect, JMRC has played an outstanding
role.




                  15
JMRC's            Incorporation:

incorporation,    Historic Background:
objectives,         JMRC is a public shareholding company. It was established in

sources of       mid 1996 on direction of the Government, with the cooperation of
                 the International Bank for Reconstruction and Development and the
funds and        support of the Central Bank of Jordan for the purpose of providing
work             medium and long-term financing for the Jordanian housing sector.

mechanism         Objectives:

                    The following are the most important objectives, which JMRC is
                 seeking to achieve:
                 - Develop and improve housing finance market in the Kingdom by
                  enabling banks and other financial institutions increase their
                  participation in housing loans lending.
                 - Promote and develop capital market in the Kingdom through
                  issuing corporate bonds in the local capital market and thus
                  contribute to increasing investment instruments in the market.
                 - Provide middle and long- term finance for Islamic banks and
                  financial institutions.


                  JMRC sources of funds

                 - Paid-up capital amounting JD (5) million
                 - Subordinated loan in the amount of about JD (13.5) million, ob-
                  tained from the Government for 20 years, originally a loan which
                  the Government received from the International Bank for Recon-
                  struction and Development in US$. The loan balance as at 31/12/
                  2005 was JD (10.9) million.
                 - Proceeds of JMRC's bonds.




                                                               16
 JMRC's operation mechanism

   JMRC provides middle and long-term finance for banks
operating in the Kingdom through refinancing housing loans
granted by these institutions to citizens at a percentage not
exceeding (83%) of the outstanding balances of housing loans.
JMRC's policy has specified the principles and criteria that ought
to be available in the borrowing financial institution and in the
housing refinance loan.
   To guarantee the loan obtained by the bank from the Company,
the bank transfers first preferred property mortgages pertaining to
the housing loans granted by it in favor of the Company at a
percentage of not less than (120%) of the value of JMRC's loan
granted to the bank, provided that the housing loans granted by the
bank shall not be under any installments due and that the bank
undertakes to transfer alternative mortgage deeds throughout the
life of JMRC's loan to the bank.
   Under JMRC's credit policy the bank was also permitted to
provide temporary guarantees until it can provide the Company
with necessary property mortgages. The most important of such
temporary guarantees are the Jordanian Government bonds or
bonds guaranteed by it, treasury bills, JMRC's Bonds. It is worth
mentioning that JMRC grants its loans on the strength that the loan
principal shall be repaid on its maturity date and payment of
interest at the end of every (6) months until the expiry of its term.
In special cases, JMRC grants housing refinance loans on the basis
of settlement of the principal loan and loan interests periodically.
   Loans granted by JMRC to banks for refinancing housing loans
enable these banks to increase its participation in the housing
finance market and minimize the risks of mismatching between the
sources and uses of its funds and encourage competition among
these banks, which would eventually be in the interest of citizens.
 Benefits of borrowing from JMRC




                  17
Benefits of      Refinance by JMRC provides banks and financial institutions
              with the following benefits:
borrowing     -Sources of funds at a cost relatively lower than other banks'
from JMRC      sources.
              - Improve the capital adequacy ratio as JMRC's loans are risk
               weighted at 20% on housing loans granted by the bank, not
               exceeding the refinance loans amounts borrowed from JMRC.
              - The bank is exempted to allocate provision for the good housing
               loans refinanced by JMRC.
              - Help the bank to improve assets and liabilities management,
               through better matching of sources and uses of its funds (ALM).
              - Enable the bank to avoid interest rates risks (IRR) on mortgage
               loans, by fixing interest rates on these loans through using
               JMRC's work mechanism.
              - Exclude the loans refinanced by JMRC from the loans granted for
               construction and purchase of real estates upon calculating the
               percentage determined under the Banks Law, which provides that
               the loans granted for construction and purchase of real estates
               purposes shall not exceed 20% from the total bank's deposits in
               Jordanian dinar.




                                                           18
Benefits of investing in JMRC bonds                                    Benefits of
- JMRC's bonds are risk-weighted at (20%) for the purpose of
                                                                       investing
  calculating the capital adequacy ratios of banks.

- JMRC's bonds have priority in repayment over the Company's
                                                                       JMRC bonds
  obligations resulting from the loan granted to it by the
  Government.

- JMRC's bonds are eligible to serve as liquidity reserve holding of
  banks for the purpose of calculating the legal liquidity ratios as
  required by the Central Bank of Jordan .

- Interests derived from JMRC's bonds and profits generated from
  investment in these bonds are exempted from taxation in
  accordance with the Income Tax Law.

- JMRC's bonds provide investors with stable periodical cash flow.

- JMRC's bonds are easy to subscribe to, and they are tradable in
  the local capital market.




                 19
                           The following are the most important JMRC's activities during
JMRC's
                        2005:
activities &
achievements               In the area of refinancing of housing loans
                           JMRC continued its lending activity during 2005 and signed (8)
during 2005             refinance housing loan agreements for terms ranging between
                        (1-10) in an amount of JD (48) million Therefore, the number of
                        refinance loans agreements signed since JMRC inception until 31
                        December 2005 has been (70) agreements with a total amount of
                        JD (153) million approximately. The balance of rifinance loans on
                        31/12/2005 was JD (100) million covering about 6500 housing
                        laons, the appraisal value of collateral amounts to JD (246) million.
                           The following table shows the current amounts of mortgage
                        loans refinanced, as of 31/12/2005:

                                                                                   Million (J.D)

                                                 No. of Balances of Balance of Refinancing Appraised
                  Borrowing Bank       No of
                                                Housing housing refinancing loans           value of
                                     Agreements
                                                 loans     loans      loans collateralized collateral

               Housing Bank for          5        811       9.5         4.5         9.5       19.3
               Trade & Finance
               Egyptian Arab Land        10       722      10.7        13.2         17.6      23.2
               Bank
               Jordan Kuwait Bank        2       1437      17.1        11.3         19.0      40.8
               Jordan National Bank      4        598      11.4         8.4         11.4      26.2
               Arab Banking              4        998      12.9         9.5         12.9      27.9
               Corporation
               Cairo Amman Bank          1        735      18.1        15.0         18.1      31.5
               Export & Finance          7        535      25.9        25.1         30.9      44.5
               Bank
               Societe General Bank      2        187       4.1         3.0         4.1        8.6
               Union Bank for Saving     3        502      11.1        10.0         15.9      24.6
               & Investment
               Total                     38      6525      120.8       100         139.4      246.6




                                                                              20
   It is clear that there has been an improvement in the distribution
of refinance loans granted by JMRC, in terms of the number of
institutions benefiting from refinance loans and volume of lending
for each institution.


   The following chart shows the distribution of JMRC's refinance
loan outstanding balances by bank as at the end of 2005:

               Distribution of refinance loan balances




   The following chart shows the growth in the outstanding
balances of the refinancing loans granted by JMRC during the
period from 1/1/1999 to 31/12/2005:

              Development of refinance loan balances
 million JD




     21.66      23.75        48.71   58.29    63.94      73.84     100.02




                        21
  In the area of borrowing
   During 2005 JMRC issued corporate bonds with a nominal
value of JD (48) million. This brings the total amount of corporate
bonds issued by JMRC since its establishment and until December
31, 2005 to JD (203.75) million, with (1) and (3) and (5) year
terms.
   The volume of JMRC corporate bonds outstanding as at
31/12/2005 stood about (80.98) million JD. It is worth mentioning
that JMRC has issued its corporate bonds through private and
public subscription to investors. The interest rates on JMRC
financial papers reflected the low risks associated with JMRC
issues of these papers.
   It is also worth mentioning that the financial papers issued by
JMRC are collateralized by the Company's assets, which include
the refinance loan portfolio, which in turn is collateralized by
mortgage deeds duly transferred to the order of JMRC whose value
exceeds (120%) of the outstanding balance of the Company's loans
at the end of each quarter through the life of these loans.
- The data available with the Company indicate that the mortgage
   deeds value is equivalent to 176% of the refinance loan
   balances.
- The total appraised value of mortgaged properties to the
   outstanding balances of the refinancing loans stood at 243%.
- The outstanding balances of the refinanced mortgage loans to
   the outstanding balances of the refinancing loans stood at
   137%.




                                                 22
 The following table shows the outstanding JMRC's
 bonds as at 31/12/2005:
Issue Nominal value Interest      Issue       Maturity Interests payment dates Bond value
 No Million JD Rate %             Date         Date      amortization option Market value
  4       5.00       6.800      31/5/2001 31/5/2006 Four equal installments every (3)        10000
                                                     months, on (31/8), (30/11), (28/2)
                                                     and (31/5) throughout the issue life
  7       3.00       5.750      19/9/2001 19/9/2006 Four equal installments every (3)        10000
                                                     months on (19/12), (19/3), (19/6)
                                                     and (19/9) throughout the issue life.
 12       5.00        3.75       3/3/2003 3/3/2006 Two equal installments every (6)          10000
                                                     months on (3/9) and (3/3)
                                                     throughout the issue life.
 13       5.00        4.60      11/5/2004 11/5/2009 Two equal installments every (6)         1000
                                                     months on (11/11), (11/05)               970
                                                     throughout the issue life
 15      2.480        3.25       3/6/2004 3/6/2007 Four equal installments every (3)         10000
                                                     months on (3/9), (3/12),(3/3) and
                                                     (3/6) throughout the issue life
                                                     Bonds shall be amortized every (3)
                                                     months on interests payment dates
 14       3.00        3.75      14/6/2004 14/6/2007 Two equal installments every (6)         10000
                                                     months on (14/12) and (14/6)
                                                     throughout the issue life
 17       2.00        4.35      20/7/2004 20/7/2007 Two equal installments every (6)         10000
                                                     months on (20/1) and (20/7)
                                                     throughout the issue life
                                                     Bonds shall be amortized every (6)
                                                     months on interests payment dates
                                                     at (6) installment
 16       3.00       5.413      28/7/2004 28/7/2007 Two equal installments every (6)         10000
                                                     months on (28/1) and (28/7)
                                                     throughout the issue life
 19       4.00        4.75      5/12/2004 5/12/2007 Two installments every (6) months        10000
                                                     on (5/6) and (5/12) throughout the
                                                     issue life
 25       4.00        4.00      13/3/2005 13/3/2006 Interest and nominal value will be       10000
                                                     paid on maturity date
 26       3.00       4.185      15/3/2005 15/3/2006 Interest and nominal value will be       10000
                                                     paid on maturity date
 18       5.00        5.4        5/4/2005 5/4/2010 Two equal installments every (6)          1000
                                                     months on (5/10) and (5/4)
                                                     throughout the issue life
 27       5.00        4.50      24/4/2005 24/4/2006 Interest and nominal value will be       1000
                                                     paid on maturity date
 28       5.00       4.822      22/5/2005 22/5/2006 Interest and nominal value will be       10000
                                                     paid on maturity date
 29       5.00        4.93       5/6/2005 5/6/2006 Interest and nominal value will be        10000
                                                     paid on maturity date
 30      1.500        4.93       3/7/2005 3/7/2006 Interest and nominal value will be        10000
                                                     paid on maturity date
 31       5.00        5.58      25/9/2005 25/3/2006 Interest and nominal value will be       10000
                                                     paid on maturity date
 32        15         9.07     10/11/2005 10/11/2010 Two equal installments every (6)        1000
                                                     months on (10/5) and (10/11)
                                                     throughout the issue life
                                                     JMRC may amortize the bonds
                                                     partially and totally one year after
                                                     issue on the interest rates payment
                                                     dates.
Total    80.98




                 23
  The following chart shows the growth in JMRC's
  bonds issues during the period 1998 - 2005:

                Growth of JMRC issue of bonds




   NB: No trading transactions were carried out on JMRC
outstanding corporate bonds during 2005 other than the thirteenth
issue where two trading transactions were carried out at sale price
of 970 JD per each bond.


  In the area of marketing
    During 2005 JMRC continued its efforts to market its different
products in the lending side as well as in the borrowing side, through
field visits for various management levels of concerned parties as well
as through conducting several workshops for banks to explain the
Company's objectives, the mechanism of its work, and the advantages
to borrowers and to investors in its corporate bonds. The
above-mentioned marketing activities contributed remarkably to
increasing the volume of housing loans extended by banks and to
improving in the terms of such loans.




                                                 24
   The following table summarizes the components of the housing
loan programs available in the market by local banks:

Purposes of the Loan Financing residential house and/or purchasing house and/or residential
                              apartment and/or completion of construction and/or maintenance of house
                              and/or expanding an existing estate and/or purchasing land for the purpose of
                              constructing a residential house.
Interest rate                 Varies between 6% - 9%.
Commission                    Varies between 0% - 1% annually.
Loan duration                 Up to (20) years.
Percentage of loan/ guarantee Up to 100% of the estimated value of property but often less than 80%.


  In the area of training
    Since its incorporation, JMRC continued its efforts to provide
necessary training to its staff, through joining courses or through
inviting experts to train employees and offer consultations.
    A number of staff members have participated, during 2005 in
the following training courses:

     Training course                        No. of                     No. of
                                           courses                  participants
 Administrative                                 1                           2
 Computer                                       2                           2
 Languages                                      7                           5
 Total                                         10                           9

    The managing director participated in the Islamic Financial
Markets Conference held in Manama/Bahrain during May 2005.




                       25
  Financial analysis of JMRC financial statements for
  the year 2005:
   When comparing the JMRC's financial statements as at the end
of 2005 with 2004 the following can be noticed:
1- The outstanding balance of refinance loans with banks has
   increased by JD (26.2) million at 35.4% to reach JD (100)
   million from JD (73.8) million at the end of the previous year. It
   is worth mentioning that the total amount of refinance loans
   granted during 2005 stood at JD (48) million, of which JD (43)
   million are new loans and JD (5) million renewed loans. The
   total amount of repaid loans and installments during the year
   was JD (16.8) million.
2- The total amount of assets has increased by JD (17.2) million at
   18.6% to reach JD (109.6) million from JD (92.4) million at the
   end of the preceding year.
3- The outstanding balance of corporate bonds issued by JMRC has
   increased by JD (7.4) million at 10% to reach JD (81) million
   compared to JD (73.6) million at the end of 2004. It is worth
   noting that the corporate bonds issued during the year amounted
   JD (48.5) million while the corporate bonds and financial
   papers repaid were JD (41.1) million.
4- Shareholders' equity has increased by JD (367.2) thousand
   compared to the previous year to reach JD (6.6) million, an
   increase of 5.9%.
5- The gross profits of the Company's operations have increased by
   JD (137.1) thousand compared to the previous year i.e. an
   increase of 13.6% to reach JD (1.15) million.
6- The net profits before taxes and provisions have increased by JD
   (123.4) thousand compared to the previous year at 21.3% to
   reach JD (702.2) thousand.




                                               26
  The following chart shows the growth of the
                     Growth of years 1999-
  Company's assets during the JMRC Assets 2005.

million JD
                      Growth of JMRC Assets




   28.39     37.67        73.21    67.27   71.65    92.43     109.63


  The following are the most important financial ratios
  for the year 2005 as compared with 2004:

                     Description                    2005           2004
                                                     %              %
Shares allocation of net profit                      8.8               8.9
Cash in banks to total assets                        5.3               17.8
Refinance loans to total assets                      91.2              79.9
Returns on shareholders equity                       6.7               7.23
Borrowed money to shareholders equity/ once          15.7              13.9
   Percentages of collaterals related to JMRC's activities for 2005
as compared with 2004 were as follows:

                     Description                    2005           2004
                                                     %              %
Value of mortgage deeds to the balances of          177.8              194
refinance loans
Estimated value of mortgaged real estates to        253.4              273
the balances of refinance loans
Balances of refinanced housing loans to the         140.9              148
balances to refinance loans
Balances of refinance loans to the total nominal    123.6              126
value of the outstanding JMRC corporate bonds
Value of real estate mortgage deeds transferred     219.8              195
to the Company to the total nominal value of
the outstanding balance of JMRC corporate
bonds.




                     27
JMRC
Organizational
Chart and
Company's
Structure and
Human
Resources




                 28
  Human Resources of the Company:
   The number of JMRC staff members, including the managing
director, reached (24) at the end of 2005 and two staff members
were appointed during 2005. Staff members are appointed
according to the Company's need.

   Grades and salaries of staff members are fixed in accordance
with their qualifications and practical experience.
   The following is a list showing the Company's staff members
and their academic qualification:


      Academic Qualification                                   Number
MA                                                                   2
Higher Diploma                                                       1
BA                                                                   14
General Secondary Education                                          4
Below General Secondary Education                                    2
Unclassified                                                         1
Total                                                                24
   The following is a list of the names of the higher management
                                                                                             Ibrahim Daher
who have executive power with their functional ranks and
                                                                                          Managing Director
academic qualifications:
                                                                                          Representative Cen-
                                                                                          tral Bank of Jordan
          Name                      Title             Educational qualifications

Mr. Saad AL- Bishtawi      Head of Bond               (BA) Business Administration 1972
                           Issuance Dept.
Mr. Bassam                 Head of Mortage            Master MBA/Finance 2003
Abu Sahab                  Refinance Dept.            (BA) Business Administration
                                                      Sciences 1991;
Mr. Moh'd                  Head of Finance            (BA) Accounting 1972
Rasoul Bayazidi            Division
Mr. Zuhair                 Head of Administration (BA) Business Administration 1990
AL - Qudah                 Division




                  29
               1- Mr ÆSaad AL- Bishtawi
Introductory
                • Academic Qualification:
Background      - B.Sc. Business Administration/ University of Jordan-1972
about           • Present Position:
                Head of Bonds Issuance Department JMRC since April 11, 1998.
Executive
                • Previous Experience:
Management      - The First National Bank of Chicago - Abu Dhabi,1975-1976
Staff           - Central Bank of the United Arab Emirates- Abu Dhabi
                   1976-1995: Leding Positions (i.e. General Accounting,
                   Finance, Investment and Foreign Relations).
                - Arab Bank -Regional Management/ Ramallah
                  Head of Treasury & Investments Department, 1995-1998.
                  Member of the Bank's Assets & Liabilities Management
                  Committee.


               2- Mr. Bassam Abu Sahab
                • Academic Qualification:
                - MBA in Finance/ University of Jordan -2003
                - BA in Administrative Science/ Muta' University 1991
                • Present Position:
                - Head of Refinance Dep./ Jordan Mortage R. Co. since
                  27/6/2004-Present.
                • Previous Experience ∫
                - Head of Loan Division - JMRC 16/8/1997-7/2/2004.
                - Assistant Manager/Bank of Jordan 8/2-24/6/2004.
                - Chief Accountant at the Supply Company 1991-1997.




                                                          30
2- Mr. Mohammad Rasoul Bayazidi∫
  • Academic Qualification:
  - B.Sc. Accounting: Arab University of Beirut -1972
  • Present Position:
  - Head of Finance Division JMRC since 3/1/1998.
  • Previous Experience∫
  - Accountant at the Natural Resources Authority- 1965-1974
  - Auditor at Badi & Abdel Jawad Office-Libya- 1974-1975.
  - Financial Manager at the Industrial Casting & Sanitary
     Materials Company- Saudi Arabia- 1975-1976.
  - Executive Manager then General Manager of Modern
    Company for Construction Materials Industry in Jordan
    1976-1979.
  - Chief Accountant and Acting Financial Manager at the Arab
     Co. for Drug Industries & Medical Appliances (ACDIMA) in
     Jordan 1979-1995.
  - Financial and Administrative Manager at the United Glass
     Industries Company in Jordan, 1995-1997.


 4- Mr. Zuhair AL - Qudah
  • Academic Qualification:
  - BA in Business Administration/ Yarmouk University,1990
  • Present Position:
  - Head of Administration Division JMRC since 11/6/1997.
  • Previous Experience:
  - Different administrative and technical positions in the Royal
     Jordanian Air Force 1969-1989
  - Director of Navigation & Air Traffic Control RJAF 1989-1992
  - Director of RJAF Archives & Corespondence Department
     1992-1995.




                31
                   The Company has set up a general framework for its work plan
Projected
              for the next years. This plan aims at achieving the following:
action plan   1- Increase the volume of the Company's refinancing housing loans
                   in the secondary market by introducing new refinance programs
                   commensurate with the developments which the housing
                   refinance market is witnessing and encourage banks to increase
                   their participation in granting housing loans at constant interest
                   rates.
              2- Increase the Company's issues of bonds to provide funds
                   required for refinancing loans and be proportionate to the
                   volume of the Company's refinance activities and widen the
                   base of investors in the Company's issues to include individuals
                   by issuing bonds through public subscription.
              3- Adopt a suitable mechanism to deal with financial institutions,
                   which grant mortgage loans in accordance with Islamic Sharia
                   law.
              4-     Purchasing      mortagage   loans   portfolios   and    issuing
                   mortgage-backed securities.
                   The company expects to grant housing loans in the amount of
                   (55) million JD during 2006. The funds necessary for sucth
                   transaction shall be provided by issuing corporate bonds in the
                   capital market.
                   it is expected also that the growth rates in the Comapany’s
                   activities and turnover shall be within the range of the rates
                   realized during the year 2005.




                                                               32
    The following information about the Company is disclosed in
accordance with the requirements of the law:                               Other
a. The Company enjoys the following privileges:
    1- In mid November 1997, The Company was exempted from the             information
        fees of transferring mortgage deeds in favor of the Company
        or in favor of the borrowing banks, on a case by case basis.       about
    2- The Central Bank of Jordan has agreed to risk weigh-housing
        loans at 20% for the purpose of computing the capital
                                                                           JMRC
        adequacy ratio only to the total of borrowed amounts from
        the Company.
    3- The Central Bank of Jordan has agreed to exempt the
        borrowing banks from JMRC from the required general
        provisions on the refinanced housing loans to the total of the
        outstanding balance of the refinance loans.
    4- The Central Bank of Jordan has agreed to consider the
        holding of JMRC bonds and short-term financial papers (less
        than one year) as part of the liquid assets in the balance sheet
        of banks and financial institutions for the purpose of
        computing the applicable legal liquidity ratio.
    5- The Central Bank of Jordan has agreed to risk weigh JMRC's
        bonds and short-term financial papers (less than one year) at
        20% for the purpose of computing the capital adequacy ratio.
    6- Interests and profits realized from investing in JMRC's bonds
        and short-term financial papers (less than one year) shall be
        exempted from taxes in accordance with the applicable
        Income Tax Law.
    7- The Central Bank of Jordan has permitted banks to deduct
        the amounts of loans refinanced by the Company from the
        total loans granted by financial institutions from the ratio
        determined in the Banks Law, which prevents that the value
        of loans for construction or purchase of real estates from
        exceeding 20% from total bank's deposit in Jordan dinar.

b. Others:
   1- The Company shares have been listed in Amman Stock
      Exchange/Securities Market (Second Market) since August
      20, 2002 and the book value for each share is one JD but no
      trading transactions were carried out on the Company's
      shares since its establishment.
   2- JMRC's corporate bonds are listed in Amman Stock
      Exchange/Securities Market as per the conditions indicated
      in each issue's prospectus.
   3- Company's contribution to the environment and society: The
      Company grants refinance loans with the aim to expand the
      housing refinance base and improve the opportunities for
      citizens with different incomes to obtain housing loans.
      Therefore the Company's role in this respect is indirect. In




                  33
   2005 JMRC contributed by JD (1848) in the Institute of
   Banking Studies expenses (scientific research allocation).
4- Amounts paid in 2005 to the Chairman and members of the
   Board of Directors totaled JD (39600), as transportation
   allowances, JD (33000) as an annual remuneration, JD
   (1863) as travel expenses for the Managing Director and JD
   (148631) as salaries, allowances, transportation allowances
   and remuneration for the executive department staff.
5- The fees of the external auditors (The Arab Professionals) in
   2005 amounted to JD (4988), including the sales tax.
6- The fees of the legal advisor, Mr. Nabel Law Office for the
   period 1/1/2005 to 31/3/2005 amounted to JD (1015),
   including sales tax.
7- The fees of the Company's legal advisor, advocate Musa Al
   Araj for the period from 1/4/2005 to 31/12/2005 amounted to
   JD (2250). including sales tax.
8- The Company does not depend on specified suppliers and/or
   major local or foreign clients.
9- In 2005, no operations were recorded of repetitious nature,
   which are not part of the Company's main activities.
10- The Company's previous managing director Dr. Zuhair
   Khalifeh, has filed a legal action against the Company
   claiming it to pay JD (390746) as compensations up to the
   date of terminating his service on 9/3/2004. The Company
   calculated his entitlements up to the end of his service in the
   amount of JD (87253). These entitlements were calculated in
   accordance with the employment agreement concluded
   between the Company and him and pursuant to the Jordan
   Labor Law. Such entitlements were documented in the
   Company's records and the above amount was paid as per a
   certified cheque drawn on the Company's account with the
   Housing Bank for Trade & Finance to the order of the
   execution officer at Amman Court of First Instance on
   10/8/2004. The legal action is still being considered by the
   court. Moreover, there are no other legal action or cases filed
   before courts or pending against the Company.
11- JMRC's has no subsidiaries or branches.
12- The Company has not concluded any contracts, projects or
   commitments with the Chairman of Board of directors or
   members of the Board or with any Company employee or
   their relatives.
13- The Company has not paid any donations or grants in 2005.
14- JMRC does not enjoy any government protection and has
   no patent or concession rights.
15- There are no decisions issued by the government or




                                            34
      international and other organizations, which have any
      material effect on JMRC's operations or products or on its
      competitiveness. JMRC also, applies the international
      accounting standards.
   16- There are no competitors to JMRC in its sector or major markets.
      17- Non of JMRC's Board members, executive managers
      and their relatives owns any financial papers issued by
      JMRC. Members of the Board of Directors represent the
      institutions members in the Board.
   18- The following table shows JMRC's profits before taxes and
      provisions, distributed profits, and net equity for the year
      1998 through 2005.
Amount in Million JDs

 Year     Shareholder’s net Net profits before               Distributed
               equity       taxes and provision                profits
  1998             5.49                   0.05                     -
  1999             5.43                   0.21                   0.25
  2000             5.59                   0.18                     -
  2001             5.89                   0.25                   0.35
  2002             5.96                   0.57                   0.35
  2003             6.05                   0.58                   0.30
  2004             6.19                   0.58                   0.25
  2005              6.6                   0.70                   0.25
   19- Risks to which the Company might be exposed:

 - Exchange rates fluctuation risks
   All Company's assets and liabilities are in Jordan dinar and the
Company does not bear exchange rates fluctuation risks as a result
of the loan which the Government received from the International
Bank for Reconstruction and Development in United States Dollars
and refinanced by the Government to the Company in Jordan dinar
in accordance with the loan agreement concluded between the
Government and the Company.

 - Interest Rates Risks
    Financial instruments are subject to interest rates fluctuation
risks and nonconformity in assets and liabilities terms. The
Company's assets and liabilities department manages these risks
through harmonizing assets and liabilities maturity terms and
continuous revision of interest rates on assets and liabilities.

 - Credit Risks
   The Company keeps balances and deposits with banking
institutions of good solvency.




                  35
   Shareholders owning 5% and more of the Company's shares:

      Shareholder’s List                            Value/ No. Percentage
                                                    of Shares      %
   1- Central Bank of Jordan                         900.000          18
   2- General Social Security Corporation            500.000          10
   3- Housing & Urban Development Corporation        500.000          10
   4- Housing Bank of Trade & Finance                500.000          10
   5- Arab Bank                                      500.000          10
   6- Jordan Loans Guarantee Company                 300.000              6
   7- Jordan National Bank                           250.000              5
   8- Cairo - Amman Bank                             250.000              5
   9- Jordan Commercial Bank                         250.000              5

   No trading transactions were carried out since JMRC inception



       In accordance with the provisions of Paragraph (E) of Article
    (4) of the Instructions of the Disclosure and Accounting Standards,
    issued by The Board of Commissioners of Jordan Securities
    Commission, the Board of Directors of the Jordan Mortgage
    Refinance Company declares, according to its knowledge and
    belief, that there are no substantial issues that could affect the
    continuity of the Company's activities during the fiscal year 2006.
       The Board also admits its responsibility for the preparation of
    the financial statements, and that the Company operates an
    efficient Control system.
       It further admits that the information and data indicated in the
    Company's annual report for the year 2005 are accurate and
    complete.


 Moh'd Rasoul Bayazidi           Ibrahim Daher        Dr. Omayah Toukan
Head of Finance Division        Managing Director          Chairman




                                                          36
   In accordance with the provisions of the applicable Companies      Agenda of
Law No. 22 of 1997 and the Company's Articles of Association,
the Company's Board of Directors is pleased to invite you to attend   the annual
the Ninth Ordinary Meeting of the General Assembly decided to be      ordinary
held at 12:00 noon of Sunday on 5/3/2006 at the Conference Hall
of the Central Bank of Jordan to discuss the following items on the   meeting of
agenda:                                                               the general
1- To read and approve the minutes of the last meeting of the
   General Assembly.
                                                                      assembly
2- To discuss and approve the Ninth Annual Report of the Board of
   Directors for the fiscal year 2005 and the Company's plan of
   action for the year 2006 for approval.
3- To read the report prepared by the Company's auditors for the
   fiscal year ending on December 31st 2005.
4- To review the Company's balance sheet, the profit and loss
   account, and the changes that have been introduced to the
   shareholders equity as well as the cash flows as at 31st of
   December 2005 and to discuss and approve it and release the
   Board of Directors from any responsibility pertaining to these
   matters.
5- To elect the Company's auditors for the fiscal year 2006 and to
   determine their fees.
6- To discuss and approve any other matters in accordance with the
   provisions of the Law.



                                        The Board of Directors




                 37
                  Whereas the distributable profits amounted to (707138), Jordan
Recommend
               dinar, the Board recommends to the Ordinary General Assembly to
ations of      distribute this amount as follows:

the Board                        Allocation                     Amount (JDs)
of Directors   Statutory Reserve                                   70,222

concerning     Voluntary Reserve                                   67,879
               Provision for income tax                            167,820
distribution   Provision for supporting scientific research &       7.022
of profits     vocational training
               Provision for supporting vocational education        4,171
               and technical training fund
               Provision for Jordanian universities fees            7,022
               Remuneration for Board Members                      33,000
               7% of the Capital to the Shareholders               350,000



                                                       The Board of Directors




                                                            38
JORDAN MORTGAGE REFINANCE COMPANY
     PUBLIC SHAREHOLDING COMPANY
             AMMAN - JORDAN




      FINANCIAL STATEMENTS AS OF
      DECEMBER 31, 2005 AND 2004
    TOGETHER WITH AUDITORS' REPORT




           ARAB PROFESSIONALS

           (Member of Grant Thornton)




      39
             JORDAN MORTGAGE REFINANCE COMPANY
                 PUBLIC SHAREHOLDING COMPANY
                        AMMAN - JORDAN



                            CONTENTS

                                                        Page

- Auditors' Report                                       41

- Balance Sheets as of December 31, 2005                 42
- Statement of Income for the years ended                43
December 31, 2005

- Statement of Changes in Shareholders' Equity           44
    for the years ended December 31, 2005

-    Statement of Cash Flows for the years ended         45
December 31, 2005

- Notes to the Financial Statements                     46-54




                                                   40
                                                                         Auditors'
 To The Shareholders of                                                  Report
 Jordan Mortgage Refinance Company
 Public Shareholding Company

   We have audited the accompanying balance sheets of Jordan
Mortgage Refinance Company Ltd. (a public shareholding
company) as of December 31, 2005 and the related statements of
income, changes in shareholders' equity and cash flows for the year
then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

    We conducted our audit in accordance with International
Standards on Auditing. Those Standards require that we plan and
perform our audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.

   In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Jordan Mortgage Refinance Company as of December 31, 2005
and the results of its operations and its cash flows for the year then
ended in accordance with the Law and International Financial
Reporting Standards and we recommend its approval by the
General Assembly.

   The Company maintains proper books of account and the
accompanying financial statements and financial information
presented by the Board of Directors' report are in agreement
therewith.


   Amman - Jordan
   January 19, 2006
                                                 Arab Professionals
                                                    Amin Samara
                                                   (License No. 481)




                  41
Balance                         JORDAN MORTGAGE REFINANCE COMPANY
Sheet as of                                 PUBLIC SHAREHOLDING COMPANY

December
                         ASSETS                                                    Note         2005          2004
31, 2005
                         Current Assets
( In Jordanian Dinars)
                         Cash at banks                                                 3      5,758,560     16,485,919
                         Interest receivable                                                  1,614,419      1,261,278
                         Current portion of long-term refinance loans                        26,513,449     21,810,971
                         Other current assets                                          4         88,767         51,160
                         Total Current Assets                                                33,975,195     39,609,328

                         Available for sale investments                                       1,398,754        125,000
                         Employees' housing loans                                               209,853         96,090
                         Long-term refinance loans                                     5     73,490,209     52,024,844
                         Fixed assets, net                                             6        552,010        578,814
                         Total Assets                                                       109,626,021     92,434,076

                         Liabilities and Shareholders' Equity
                         Current Liabilities
                         Short-term bonds                                              7     44,180,000     26,130,000
                         Short-term debt securities                                                   -     15,000,000
                         Accrued interest                                                     1,845,901        827,684
                         Current portion of Government's loan                          9        736,391        695,992
                         Other current liabilities                                     8        343,951        211,402
                         Total Current Liabilities                                           47,106,243     42,865,078

                         Long-term bonds                                               7     36,800,000     32,480,000
                         Government's loan                                             9     10,159,568     10,895,959
                         Central Bank of Jordan loan                                  10      9,000,000              -
                         Total Liabilities                                                  103,065,811     86,241,037

                         Shareholders' Equity
                         Common Stock, par value JD1, authorized
                         and issued 5,000,000                                                 5,000,000      5,000,000
                         Statutory Reserve                                            14        369,674        299,452
                         Voluntary Reserve                                            15        666,782        598,903
                         Proposed Dividends                                                     350,000        250,000
                         Accumulated fair market adjustment                                     173,754              -
                         Retained earnings                                                            -         44,684
                         Total Shareholders' Equity                                           6,560,210      6,193,039
                         Total Liabilities and Shareholders' Equity                         109,626,021     92,434,076

                                             "The accompanying notes are an integral part of this financial statements"




                                                                                             42
           JORDAN MORTGAGE REFINANCE COMPANY                                                       Statements
                        PUBLIC SHAREHOLDING COMPANY                                                of Income
                                                                                                   For The
                                                            Note       2005           2004
                                                                                                   Year Ended
Interest income                                              11       5,535,766        4,736,414
Interest expense                                             12     (4,387,317)      (3,725,041)   December
Gross operating Income                                                1,148,449        1,011,373
General and administrative expenses                          13     ( 416,058)       ( 418,839)    31, 2005
Depreciation and amortization                                       ( 39,504)        ( 42,020)
Other revenues                                                            9,335           28,323
                                                                                                   (In Jordanian Dinars)
Net income before income tax and provisions                             702,222          578,837
Provision for income tax                                            ( 167,820)       ( 80,998)
Prior year's income tax                                             ( 39,770)                  -
Provision for professional & technical training fund                (    4,171)      (    5,788)
Provision for scientific research and vocational training           (    7,022)      (    5,788)
Provision for Jordanian Universities' fees                          (    7,022)      (    5,788)
Board of Directors' remuneration                                    ( 33,000)        ( 33,000)
Net income for the year                                                 443,417          447,475




Earnings per share                                                        0.088           0.089

Average number of shares outstanding                                  5,000,000       5,000,000




        "The accompanying notes are an integral part of this financial statements"




                       43
Statements of                              JORDAN MORTGAGE REFINANCE COMPANY
                                                      PUBLIC SHAREHOLDING COMPANY
Changes In
Shareholders'
                                                           Paid-in Statutory Voluntary Proposed Revaluation Retained
Equity                                                     capital   reserve   reserve   Dividends reserves earnings
                                                                                                                             Total


For The Year              Dalance as of December 31, 2003 5,000,000 241,568    483,136    300,000       -        20,860 6,045,564

Ended                     Net income for the year             -        -         -           -          -       447,475     447,475
                          Paid dividends                      -        -         -       (300,000)      -         -        (300,000)
December 31,              Proposed dividends                  -        -         -        250,000       -      (250,000)      -
                          Reserves                            -       57,884   115,767       -          -      (173,651)      -
2005                      Balance as of December 31, 2004 5,000,000 299,452    598,903    250,000       -        44,684 6,193,039
( In Jordanian Dinars )   Net income for the year             -        -         -           -          -       443,417     443,417
                          Paid dividends                      -        -         -       (250,000)      -         -        (250,000)
                          Proposed dividends                  -        -         -       (350,000)      -         -           -
                          Revaluation Reserves                -        -         -           -       173,754      -         173,754
                          Reserves                            -       70,222    67,879       -          -       (70,222)      -
                          Balance as of December 31, 2005 5,000,000 369,674 666,782      (350,000)   173,754    417,879 6,560,210




                                               "The accompanying notes are an integral part of this financial statements"




                                                                                                      44
       JORDAN MORTGAGE REFINANCE COMPANY                                                         Statements
                  PUBLIC SHAREHOLDING COMPANY
                                                                                                 of Cash
                                                                                                 Flows
                                                               2005                 2004         For The Year
Cash Flows From Operating Activities
                                                                                                 Ended
Net income for the year                                         443,417                447,475
Depreciation and amortization                                    39,505                 42,020   December
(Increase) decrease in operating assets
                                                                                                 31, 2005
Interests receivable and other current assets              ( 390,748)                63,590      (In Jordanian Dinars)
Refinance loans                                            (26,167,843)        ( 9,897,391)
Employees' housing loans                                   ( 113,763)                 3,318

Increase (decrease) in operating liabilities
Accrued interests and other current liabilities               1,150,766         ( 218,883)
Short-term debt securities                                 (15,000,000)         14,500,000
Bonds                                                        22,370,000          7,020,000
Government's loan                                             (695,992)         ( 655,609)
Central Bank of Jordan loan                                   9,000,000             -
Cash flows from operating activities                       ( 9,364,658)         11,304,520

Cash Flows From Investing Activities
Available for sale investments                             ( 1,100,000)                -
Fixed assets                                                   (12,701)         (      55,714)
Cash flows from investing activities                       ( 1,112,701)         (      55,714)

Cash Flows From Financing Activities
Dividends paid                                                 (250,000)        ( 300,000)

Change in cash                                             (10,727,359)         10,948,806
Cash at beginning of year                                    16,485,919          5,537,113
Cash at end of year                                           5,758,560         16,485,919



          "The accompanying notes are an integral part of this financial statements"




                     45
Notes to the
                            JORDAN MORTGAGE REFINANCE COMPANY
Financial                              PUBLIC SHAREHOLDING COMPANY
Statements                1 - General

December 31,
                            Jordan Mortgage Refinance Company was established on June 5, 1996 as
2005                     a public shareholding company and was granted the operating license on
                         July 22, 1996. The Company's main objectives are:
( In Jordanian Dinars)   - Development and improvement of the housing finance market in Jordan by
                           enabling licensed banks and other financial institutions to increase their
                           participation in granting housing loans.
                         - Enhancement and development of the capital market in Jordan by issuing
                           medium and long-term bonds.
                            The financial statements were authorized for issue by the Company's
                         Board of Directors in their meeting held on February 7, 2006 and it is
                         subject to the General Assembly approval.

                          2- Basis of Presentation and Significant Accounting
                                Policies


                            Basis of preparation
                            The financial statements have been prepared in accordance with
                            International Financial Reporting Standards as published by International
                            Accounting Standards Board. The financial statements have been
                            prepared under the historical cost convention except as disclosed in the
                            accounting policies below.

                            Cash and cash equivalents
                            Cash and cash equivalents are carried in the balance sheet at cost. For the
                            purposes of the cash flow statement, cash and cash equivalents comprise
                            cash on hand, deposits held at call with banks, other short- term highly
                            liquid investments.

                            Loans and bonds
                            Interest on long-term loans and bonds are recorded using the accrual basis
                            of accounting.

                            Property, plant and equipment
                            Property plant and equipment are stated at cost less accumulated
                            depreciation and accumulated impairment loss. When assets are sold or
                            retired, their cost and accumulated depreciation are eliminated from the
                            accounts and any gain or loss resulting from their disposal is included in




                                                                                 46
the Income Statement.
The initial cost of property, plant and equipment comprises its purchase
price, including import duties and non-refundable purchase taxes and any
directly attributable costs of bringing the asset to its working condition
and location for its intended use. Expenditures incurred after the fixed
assets have been put into operation, such as repairs and maintenance and
overhaul costs, are normally charged to income in the period the costs are
incurred. In situations where it can be clearly demonstrated that the
expenditures have resulted in an increase in the future economic benefits
expected to be obtained from the use of an item of property, plant and
equipment beyond its originally assessed standard of performance, the
expenditures are capitalized as an additional cost of property, plant and
equipment.
Depreciation is computed on a straight- line basis over the following
estimated useful lives:

  Buildings                                                     2%
  Vehicles                                                     20%
  Furniture & fixtures                                         15%
  Air conditions                                               25%
  Equipment                                                    20%
  Computers                                                    30%


Land is not depreciated as it is deemed to have an indefinite life.
The useful life and depreciation method are reviewed periodically to
ensure that the method and period of deprecation are consistent with the
expected pattern of economic benefits from items of property plant and
equipment.

Available for sale investments
Available for sale investments are initially measured at cost, which is the
fair value of the consideration given for them, including transaction costs.
Available for sale investments are subsequently carried at fair value
without any deduction for transaction costs by reference to their quoted
market price at the balance sheet date. Investments for which fair value
can not be reliably determined are stated at cost. Impairment loss is
recognized in net profit or loss for the period.
Gains or losses on measurement to fair value of available for sale
investments are recognized directly in the fair value reserve in
shareholders equity, until the investment is sold or otherwise disposed of,
or until it is determined to be impaired, at which time the cumulative gain




              47
or loss previously recognized in equity is included in net profit or loss for
the period.
Available-for-sale investments are classified as current assets if
management intends to realize them within twelve months of the balance
sheet date.

End of service indemnity
End of service indemnities are calculated and provided for in accordance
with the Internal Company's regulations. The provision is based on the
accumulated period of service for each employee at the balance sheet
date.

Provisions
Provisions are recognized when the Company has a present legal or
constructive obligation as a result of past events, it is probable that an
outflow of resources will be required to settle the obligation, and a
reliable estimate of the amount can be made.

Income taxes
The Company provides for income taxes in accordance with IAS 12.
Deferred taxation is brought to account under the liability method in
accordance with IAS 12, for the difference between the book and the tax
bases for assets and liabilities. Under IAS 12 timing differences on
provisions, give rise to a deferred tax asset, which due to its
immateriality, has not been recognized in the financial statements.

Revenues
Revenue is recognized when it is probable that the economic benefits
associated with the transaction will flow to the company and the amount
of revenue can be measured reliably.
Interest is recognized on a time proportion basis that reflects the effective
yield on the assets.
Dividends are recognized when the shareholders ßright to receive
payment is established.
Other revenues are recognized on the accrual basis.
Foreign currency
Assets and liabilities denominated in foreign currencies are translated to
Jordanian Dinars using the prevailing exchange rates at year end. Foreign
currency transactions during the year are recorded using exchange rates
that were in effect at the dates of the transactions. Foreign exchange gains
or losses are reflected in the statement of income.




                                                       48
 3 - Cash at banks


                                                     2005          2004
Time deposits and current accounts                 5,758,560    7,215,919
Certificates of deposit maturing within a year             -    9,270,000
Total                                              5,758,560   16,485,919


 4 - Other current assets


                                                      2005         2004
Prepaid expenses                                     64,972        39,718
Refundable deposits                                   1,473         1,398
Others                                               22,322        10,044
Total                                                88,767        51,160



  5 - Refinance loans


   This item represents loans granted to local banks for the purpose of
financing housing loans.
   The aggregate amounts of annual principal maturities of refinance loans
are as follows:

                                                     Year          JD
                                                      2006      26,513,449
                                                      2007      20,238,448
                                                      2008      12,994,876
                                                 2009-2023      40,256,885
                                                               100,003,658




                49
 6 - Fixed assets


                                        Cost
                         31/12/2004   Additions   31/12/2005
Lands                       176,400       -          176,400
Buildings                   389,758       -          389,758
Vehicles                     73,817       -           73,817
Furniture and Fixtures       74,733       -           74,733
Air-conditioning units       20,632       -           20,632
Equipment                    17,475       -           17,475
Computers                    56,104    12,701         68,805
Total                       808,919    12,701        821,620


                              Accumulated Depreciation
                         31/12/2004   Additions   31/12/2005
Buildings                    61,852       8,088       69,940
Vehicles                     27,449      10,700       38,149
Furniture and Fixtures       59,822      11,210       71,032
Air-conditioning units       20,631      -            20,631
Equipment                    14,556       2,277       16,833
Computers                    45,795       7,230       53,025
Total                       230,105      39,505      269,610
Net Book Value              578,814                  552,010




                                            50
 7 - Bonds

Issuance No.   Value      Rate % Issuance Date           Maturity Date   Period
    4    5,000,000          6.800     31/05/2001         31/05/2006      5 years
    7    3,000,000          5.750     19/09/2001         19/09/2006      5 years
   12    5,000,000          3.750     03/03/2003         03/03/2006      3 years
   13    5,000,000          4.600     11/05/2004         11/05/2009      5 years
   14    3,000,000          3.750     14/06/2004         14/06/2007      3 years
   15    2,480,000          3.250     03/06/2004         03/06/2007      3 years
   16    3,000,000          5.413     28/07/2004         28/07/2007      3 years
   17    2,000,000          4.350     20/07/2004         20/07/2007      3 years
   18    5,000,000          5.400     05/04/2005         05/04/2010      5 years
   19    4,000,000          4.750     05/12/2004         05/12/2007      3 years
   25    4,000,000          4.000     13/03/2005         13/03/2006      1 year
   26    3,000,000          4.185     15/03/2005         16/03/2006      1 year
   27    5,000,000          4.500     24/04/2005         24/04/2006      1 year
   28    5,000,000          4.822     22/05/2005         22/05/2006      1 year
   29    5,000,000          4.930     05/06/2005         05/06/2006      1 year
   30    1,500,000          4.930     03/07/2005         03/07/2006      1 year
   31    5,000,000          5.580     25/09/2005         25/03/2006      1 year
   32   15,000,000          9.070     10/11/2005         10/11/2010      5 years
  Total 80,980,000

 8 - Other current liabilities

                                                           2005          2004
Accrued expenses                                            18,682         5,677
Provision for income tax                                   167,820        81,447
Provision for professional and technical training fund       8,124         5,788
Employees medication                                         2,323            36
Provision for employees' vacations                          14,767        10,579
Provision for end of services indemnity                     82,555        63,168
Provisions for scientific research and training              9,379         5,788
Provision for Jordanian Universities' fees                   7,022         5,788
Board of Directors' remuneration                            33,000        33,000
Others                                                         279           131
Total                                                      343,951       211,402




                51
 9 - Government's                loan


   This item represents the $19,600,000 loan granted to the Company by the
Jordanian Government and financed by the World Bank. The original loan
amount reduced during 2002 to $19,000,000.
   The carrying amount of the loan is payable as follows:-

                                                   Year             JOD
                                                  2006             736,391
                                                  2007             776,775
                                                  2008             823,800
                                             2009-2016           8,558,994
                                                                10,895,960

 10- Central Bank of Jordan loan

   This item represents the present value of the debt instrument issued to the
favor of Central Bank of Jordan. The instrument mature on 7/6/2035 and
carry a fixed interest rate of 5.12% per annum payable on the instrument's
maturity date.


 11- Interest income

                                                     2005           2004
Time deposits                                        453,093       224,964
Interest on refinance loans                        5,073,562     4,504,868
Interest on reinvestment                               9,111         6,582
Total                                              5,535,766     4,736,414


 12- Interest expense

                                                     2005           2004
Interest on bonds                                 3,393,018      3,007,619
Interest on Government's loan                       549,614        513,089
Short-term debt securities                          146,715        184,429
Central Bank’s loan                                 262,691          -
Others                                               35,279         19,904
Total                                             4,387,317      3,725,041




                                                          52
13- General and administrative expenses

                                                     2005            2004
Salaries and benefits                               216,811        236,544
Employees' provident fund                             23,690         15,835
Social security                                       17,235         22,095
End of service indemnity and paid vacations           23,574         17,661
Employees bonus                                       14,686          9,608
Health, life and accidents insurance                  21,034         10,896
Board of Directors' transportation                    39,600         39,242
Professional fees                                      8,353         18,060
Fees and subscriptions                                 5,716          5,744
Stationery and publications                            4,623          4,509
Entertainment                                          1,318          1,948
Vehicles expenses                                      4,227          4,108
Post and telephone                                     4,593          4,444
Utilities                                              3,237          3,419
Building expenses                                      5,743          4,493
Advertisement                                          3,305          4,580
Employees' training, studies & research               12,760          1,518
Maintenance                                            3,163          3,634
Traveling                                              1,818         10,102
Miscellaneous                                            572            399
Total                                               416,058        418,839

 14- Statutory reserve


    As required by the Jordanian Companies' Law, 10% of the annual net income for
the year before taxation is to be transferred to statutory reserve until it equals the
paid in capital. However, the Company has the option to stop such transfer when the
statutory reserve balance reaches 25% of the paid in capital. This reserve is not
available for distribution to shareholders.

 15- Voluntary reserve


   The accumulated amounts in this account represent cumulative appropriations not
exceeding 20% of the income before taxation. This reserve is available for
distribution to shareholders.




                     53
                                              16- Income tax status

                                                   - The company settled its tax liabilities with the Income Tax Department up
                                                     to December 31, 2003.
                                                   - The income tax return for year 2004 has been filed with the Income Tax
                                                     Department but the department has not reviewed the Company's records till
                                                     the date of this report.
                                                   - The income tax liability for 2005 was computed in accordance with the
                                                     Jordanian Income Tax Law.

                                              17- Litigations


                                                The Company appears as a defendant in a law suit amounting to JD 390,746
                                            of which JD 79,793 has been settled by the Company before December 31,
                                            2004. The Company's legal advisor is of the opinion that the final outcome of
                                            this law suit should not exceed the settled amount.

                                              18- Financial instruments


                                              Fair Value:
                                               The Company's financial instruments consist of cash, available for sale
                                            securities, refinancing loans, short-term debt securities, government loan and Bonds.
                                            The fair value of these financial instruments approximates their carrying values.

                                              Currency Risk:
                                               All of the Company's transactions are denominated in Jordanian Dinars and
                                            the Company is not exposed to any exchange risk relating to the Government's
                                            loan as per the loan agreement between the Government and the Company.

                                              Interest Rate Risk:
                                                Interest rate risk is the uncertainty of future earning from fluctuations in
                                            interest rates. The risk arises when there is mismatch in the assets, liabilities
                                            positions which are subject to interest rate adjustment within a specific period.
                                            The Company manages this risk by closely following the maturities and reprising
                                            opportunities of both assets and liabilities to reduce gaps in interest spreads.

                                              Credit Risk:
                                               The Company maintains its bank accounts and deposits in leading financial
                                            institutions.

                                              19- Financial instruments


                                               Some of the 2004 balances were reclassified to correspond to the 2005
                                            presentation.




                                                                                                         54
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