1. The minutes of the previous year AGM which was held on 14th April 2014, were approved.
2. The Board of Directors’ report on the bank’s business activities for the year ended 31 December 2014 was discussed and approved.
3. The auditor’s report about the accounts of the financial year ended 31 December 2014 was discussed.
4. The Sharia Supervisory Board’s report on the bank’s business activities for the year ended 31 December 2014 was discussed.
5. The closing of accounts of the financial year ended 31 December 2014 was discussed and approved.
6. The Board of Directors’ recommendation to allocate the net profit for the year as per below was approved:
a. To transfer a sum of US$1,105,867 to the Statutory Reserve account.
b. To transfer the remaining amount of US$9,952,805 to the Retained Earnings account.
7. The corporate governance report for the financial year ended 31 December 2014 was discussed.
8. The internal remuneration system in accordance with the requirements of the Central Bank of Bahrain was approved. In addition, the Board of Directors was authorized to set out the policies and procedures pertaining to the implementation of this system and, whenever required from time to time, make the changes that it deems fit, subject to the CBB’s approval, was approved.
9. The members of the Board were released from their liability in respect of their management of GFH for the financial year ended 31 December 2014.
10. The appointment/reappointment of the auditors of GFH for the year 2015 and authorize the Board of Directors to fix their fees (upon obtaining the approval of the CBB).
11. The appointment/reappointment of the Shari’a Supervisory Board of GFH for the year 2015 was approved.
1. The minutes of the previous meeting held on 14th February 2014, were approved.
2. The Board of Directors’ proposal on the elimination of the accumulated losses to allow for distribution of dividends in future through reducing the company’s issued and paid-up capital from US$1,494,986,505 divided into 5,641,458,509 shares of a nominal value of US$0.265 each to US$597,994,604, divided into 2,256,583,403 shares of a nominal value of US$0.265 per share (at a rate of reduction of 6 shares for each 10 shares held approximately) was approved.
3. The Board of Directors’ proposal whereby GFH will own up to 10% of its capital as treasury shares to support the market price of the share was approved.
4. The Board of Directors’ proposal to change the commercial name of the Company from “Gulf Finance House” to “GFH Financial Group B.S.C.” was approved.
5. The Board of Directors’ resolution to amend the Memorandum of Association and Articles of Association in accordance with the provisions of Law No. (50) of 2014 with respect to the amendment of some provisions of the Commercial Companies Law promulgated by Legislative Decree No. 20 of 2001 was approved.
6. The Board of Directors’ resolution to amend the Memorandum of Association and Articles of Association of the Company to be in compliance with the remuneration regulations issued by the CBB, whereby Clauses (c) and (e) of Article (6) in both the Memorandum and Articles of Association of the Company shall be deleted as well as Clause (a.2.) of Article 65 of the Articles of Association, was approved.
7. The amendment of the Memorandum and Articles of Association to reflect the changes indicated in this Agenda was approved.
8. The Chairman or the person acting on his behalf was authorized to sign amendment to the Memorandum and Article of Association on behalf of the shareholders before the Notary Public to reflect the above changes to the capital.
1. The Board of Directors was authorized to perform an analysis of the continuation of GFH’s shares listing in London Stock Exchange (GDR) and Kuwait Stock Exchange and adopt the necessary resolutions in this respect, subject to receiving the necessary regulatory approvals if required.