The minutes of the previous Ordinary General Meeting held on 5th April 2016 were approved.
The Board of Directors’ report on the Group’s business activities for the year ended 31st December 2016 was discussed and approved.
The Sharia Supervisory Board’s report on auditing the Group’s business activities for the year ended 31st December 2016 was discussed.
The external auditors’ report about the consolidated audited financial statements for the year ended 31st December 2016 was discussed.
The consolidated audited financial statements for the year ended 31st December 2016 was discussed and approved.
The Board of Directors’ recommendation to allocate the net profits for the year 2016 as below was approved:
Transfer of a sum of US$ 21,712,400 to the Statutory Reserve account.
Allocation of an amount of US$ 2,000,000 to charities and civil society institutions and US$ 1,509,620 to Zakah Fund.
Distribution of cash dividends to all ordinary shares as per the shareholders register on the date of the OGM at a rate of 10% of the par value at US$0.0265 per share with a total sum of US$ 59,799,460. The general assembly has recommended to increase the cash dividends rate to 12% subject to the Central Bank of Bahrain’s approval.
Transfer of the remaining sum amount of US$ 65,727,060 to the Retained Earnings account.
7. The Board of Directors’ recommendation to distribute 10% bonus shares of 1 share for each 10 shares held by the shareholder as on the OGM day, which amounts to 225,658,340 shares, was approved.
8. The Board of Directors’ recommendation to allocate US$2,500,000 as remuneration to the Board of Directors was approved.
9. The corporate governance report for the financial year ended 31st December 2016 was discussed and approved, and shareholders were informed of the Bank’s compliance with the Central Bahrain of Bahrain’s requirements with regards to the same.
10. The operations and transactions carried out during the past year with the related parties or major shareholders of GFH(as outlined in the Board of Directors report presented to the general assembly and consolidated audited financial statements) was authorized, ratified and approved in line with Article 189 of Bahraini Companies Law.
11. The Board of Directors were authorized to issue new shares up to 300,000,000 share for the GFH Employee Benefit Trust as per the internal remuneration framework.
12. After discussing the Board of Directors’ proposal regarding the feasibility of continuing listing of GFH’s shares on Boursa Kuwait or de-listing it, where by the obstacles faced by GFH during the past year were presented and discussed in addition to discussions of the resolutions presented in this regards, the general assembly has un-animiously resolved the following:
The continuation of listing of GFH’s shares in Boursa Kuwait was resolved. The Board of directors were given absolute and unconditional authority to take all necessary measures and resolutions as per regulatory authorities’ requirements and internal procedures, regarding the continuation of listing or de-listing from Boursa Kuwait in consideration of future developments resultant from the management’s endeavors and attempts with the concerned regulatory authorities to avoid the same obstacles in the future.
13. The members of the Board were released from their liability in respect of the operation of the Group for the financial year ended 31st December 2016.
14. The appointment/reappointment of the auditors of GFH for the financial year ending in 31 December 2017 (subject to obtaining the approval of the CBB) and the authorization of the Board of Directors to fix their fees was approved.
15. The appointment/reappointment of the Shari’a Supervisory Board for the financial year ending in 31 December 2017 was approved.
16. The below were appointed as members of the Board of Directors, subject to obtaining the approval of the Central Bank of Bahrain:
HE Shaikh Ahmed Khalifa Al Khalifa
Dr. Ahmed Khalil Al Mutawa
Mr. Jassim Mohammed Al Seddiqi
Mr. Kamal Abdullah Bahamdan
Mr. Mazen Bin Mohammed Al Saeed
Mr. Mosobah Saif Al Mutairy
Mr. Rashid Nasser Al Kaabi
Mr. Ghazi F. Alhajeri
Mr. Bashar Mohamed Al Mutawa
Mr. Hisham Ahmed Al Rayes
b) Extraordinary General Meeting
The minutes of the previous Extraordinary General Meeting held on 12th April 2015 was approved.
The Board of Directors’ recommendation to increase the authorized capital of GFH from US$1,500,000,000 divided into 5,660,377,358 share to US$2,500,000,000 divided into 9,433,962,264 share at a nominal value of US$0.265 per share was discussed and approved.
GFH’s new strategy to acquire financial institutions, infrastructure investments, and investment assets by swapping the shares of the investors and shareholders of those companies with GFH shares through issuance of new shares by increasing the issued and paid up-capital from US$ 597,994,604 to US$ 1,498,994,604 as below was discussed and approved,subject to obtaining all relevant authorities’ approvals:
Increasing the capital up to US$450,500,000 by way of issuance of up to 1,700,000,000 new share at a nominal value of US$ 0.265 in addition to a share premium of US$ 0.688 (total share value of US$ 0.953 – equivalent to 0.36 Bahraini Dinar / Emirati Dirham 3.5/ Kuwaiti Dinar 0.29) allocated for the acquisition of a number of infrastructure projects and investment funds.
Increasing the capital up to US$450,500,000 by way of issuance of up to 1,700,000,000 new shares at a nominal value of US$ 0.265 in addition to a share premium to be determined by the Board of Directors as per market conditions, to be allocated for the acquisition of a number of financial institutions and strategic assets.
4. Waiver of the current shareholders’ pre-emption right to the new ordinary shares that shall be issued as per Clause (3) of the agenda was discussed and approved.
5) The Board of Directors were authorized to impose any other provisions or conditions related to the referred acquisitions as per Clause (3) of the agenda.
6) The Chairman and/or Chief Executive Officer or the person acting on his behalf were approved and authorized to take all necessary measures needed to carry out the above mentioned actions, including and not limited to, representing GFH in the final negotiations for the acquisitions as mentioned above and to take all necessary steps with any related parties,related regulatory authorities inside or outside of the Kingdom of Bahrain and all the markets in which GFH’s shares are listed. In addition, to signing all the papers and the final contracts of the acquisition, and to carry out and sign any other documents or amendments to the Memorandum of Association and the Articles of Association of GFH Group on behalf of shareholders of GFH before the Notary in the Kingdom of Bahrain in relation to the agenda.
7) The amendments to the Memorandum of Association and Articles of Association of GFH in line with the requirements of Law No. (50) of 2014 amending certain provisions of the Commercial Companies Law issued under Law No. (21) of 2001, and to add the necessary amendments as per the agenda by redrafting the Memorandum of Association and Articles of Association to include all these amendments was discussed and approved.