AGM resolutions 

Resolution No. (1): The minutes of the previous Ordinary General Assembly Meeting held on 22 March 2018 were ratified.

Resolution No. (2): The Ordinary General Assembly unanimously approved the Board of Directors’ report on the Bank’s activities for the financial year ended 31 December 2018.

Resolution No. (3): The Ordinary General Assembly unanimously approved the report of the Fatwa and Shari’a Supervisory Board of the Bank for the year ended 31 December 2018.

Resolution No. (4): The Ordinary General Assembly unanimously approved the report of the external auditors on the financial statements for the year ended 31 December 2018.

Resolution No. (5): The Ordinary General Assembly unanimously approved the financial statements for the year ended 31 December 2018.

Resolution No. (6): The Ordinary General Assembly unanimously agreed to ratify and approve the operations and transactions carried out during the year ended 31 December 2018 with any related parties or major shareholders of the Bank as presented in the notes (no. 31) of the consolidated audited financial statements.

Resolution No. (7): The Ordinary General Assembly unanimously agreed to appropriate part of the net profit of 2018 as follows:

a.Transfer of BD 1.850 million to statutory reserves.

b.Distribution of 7% dividends of the paid-up share capital, equating to BD 14.987 million for the year ended 31 December 2018 to be equally distributed in cash dividends and bonus shares as follows:

I. 3.5% cash dividends equating to BD 7.493 million excluding treasury shares as of the date of approval of the dividends by the Annual Ordinary General Assembly Meeting; and

II. 3.5% bonus shares equating to 74.932 million shares –i.e. (1 share for each 28.6 shares held) to the shareholders registered in the share register of the Bank as of date of approval of the dividends by the Annual Ordinary General Assembly Meeting.

All cash dividends shall be paid by no later than ten days from the date of the Annual Ordinary General Assembly Meeting.

c.Transfer of the remaining balance of BHD 1.662 million to reserves and retained earnings.

Resolution No. (8): The Ordinary General Assembly unanimously approved the Board of Directors remuneration in the aggregate amount of BD 595 thousand for the year ended 31 December 2018, subject to the necessary approvals of the regulatory bodies.

Resolution No. (9): The Ordinary General Assembly unanimously approved the corporate governance report and the Bank’s compliance with the requirements of the Central Bank of Bahrain.

Resolution No. (10): The Ordinary General Assembly unanimously agreed to absolving the members of the Board from liability for their actions as directors for the year ended 31 December 2018.

Resolution No. (11): The Ordinary General Assembly unanimously approved the use of treasury shares for its transfer to the remaining shareholders of Bahrain Saudi Bank B.S.C.(C)(merged with Al Salam Bank – Bahrain B.S.C.),and authorize the Board of Directors to appoint an independent adviser to determine an exchange rate for this transaction subject to obtaining the Central Bank of Bahrain’s approval.

Resolution No. (12): The Ordinary General Assembly unanimously agreed to appoint the members of the Shari’a Supervisory Board for for the year ending 31 December 2019  who are:

• Sheikh Adnan Abdulla Al Qattan

• Sheikh Dr Fareed Yaqoob Almeftah

• Sheikh Dr. Nizam Yaqubi

•Sheikh Dr. Osama Bahar

Resolution No. (13): The Ordinary General Assembly unanimously agreed to appoint KPMG to carry out the external auditing work for the year ended 31 December 2019 and authorize the Board of Directors to determine their fees.

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EGM Resolutions

Resolution No. (1): The minutes of Extraordinary General Assembly Meeting held on 25 June 2018 were ratified.

Resolution No.(2): The Ordinary General Assembly unanimously approved the amendment of Article 5 (Company’s Capital) of the Memorandum and Articles of Association of the Bank to reflect the increase in the Bank’s share capital from BD 214,093,075/200 to BD 221,586,332 and issued shares from 2,140,930,752 shares to 2,215,863,320 shares following the distribution of the bonus shares, subject to regulatory authorities approval.

Resolution No. (3): The Ordinary General Assembly unanimously approved the amendment of  Article 31 (Quorum of the Board of Directors Meeting) of the Articles of Association with respect to the Board resolutions by circulation by requiring the approval of “majority” of members of the Board instead of “all”, subject to regulatory authorities approval.

Resolution No. (4): The Ordinary General Assembly unanimously authorized the Chairman of the Board of Directors, Mr. Khaleefa Butti Bin Omair Bin Yousef and/ or the Bank’s Chief Executive Officer, Rafik Nayed to individually sign the amendment to the Bank’s Memorandum and Articles of Association before the notary public and any relevant documents related to official authorities, and undertake all procedures required to complete this process.

The Agenda of the Ordinary General Assembly Meeting:

1.    Toread and approve the minutes of the previous Annual Ordinary General Meetingheld on 8 March 2017.

2.    Todiscuss and approve the Board of Directors’ report on the Bank’s activities forthe year ended 31 December 2017.

3.    Toreceive the Shari’a Supervisory Board’s report for the year ended 31 December2017.

4.    Toreceive the external auditor’s report for the year ended 31 December 2017.

5.    Todiscuss and approve the financial statements for the year ended 31 December2017.

6.    Toauthorize and ratify the operations and transactions carried out during theyear ended 31 December 2017 with any related parties or major shareholders ofthe Bank as outlined in the Board of Directors report presented to the generalassembly and as presented in the notes (no. 29) to the consolidated auditedfinancial statements and approve the same, in line with Article 189 of BahrainCommercial Companies Law.

7.    Toappropriate the net profit for the year ended 31 December 2017 upon therecommendations of the Board of Directors as follows:

o  Transferof BD 1,809,900 to statutory reserves.

o  Distributionof dividends of 7 fils per share or 7% of the paid up share capital, amountingto BD 14,986,515 for the year ended 31 December 2017, subject to the CentralBank of Bahrain approval. All dividends shall be distributed by no later than 1April 2018.

o  ApproveBoard of Directors remuneration in the aggregate amount of BD 415,000 for theyear ended 31 December 2017, subject to the necessary approvals of theregulatory bodies.

8.    Toreceive the report on the Bank’s compliance with the Corporate GovernanceGuidelines and the Central Bank of Bahrain’s requirements.  

9.    Toabsolve the members of the Board from liability for their actions during theyear ended 31 December 2017.

10. To appoint or reappoint the Shari’aSupervisory Board for the year ending 31 December 2018 and authorize the Boardof Directors to determine their remuneration.

11. To appoint external auditors for theyear ending 31 December 2018 and authorize the Board of Directors to determinetheir remuneration, subject to the approval of the Central Bank of Bahrain.

12. Elect/ appoint the members of theBoard of Directors for the next term of three years, subject to the approval ofthe Central Bank of Bahrain

13. To discuss and approve any othermatters that may arise as per Article 207 of the Commercial Companies’ Law.

1. To approve the minutes of the previous Annual Ordinary General Meeting held on 24 February 2015.
2. To discuss and approve the Board of Directors’ report on the Bank’s activities for the year ended 31 December 2015.
3. To receive the Shari’a Supervisory Board’s report for the year ended 31 December 2015.
4. To receive the external auditor’s report for the year ended 31 December 2015.
5. To review and approve the financial statements for the year ended 31 December 2015.
6. To appropriate the net profit for the year 2015 upon the recommendations of the Board of directors as follows:
a. Transfer of BD1,234,600 to statutory reserves.
b. Distribution of dividends of 5 fils per share or 5% of the paid up share capital, amounting to BD10,705,000 for the year ended 31 December 2015, subject to the approval of the regulatory bodies.
c. Approve Board of Directors remuneration in the aggregate amount of BD365,000 for the year ended 31 December 2015, subject to the approval of the Ministry of Industry, Commerce and Tourism.
7. To receive report on the Bank’s compliance with the Corporate Governance Guidelines and the Central Bank of Bahrain’s requirements. 
8. To absolve the members of the Board from liability for their actions during the year ended 31 December 2015.
9. To reduce the number of Board Directors for the continuing term to 10 directors.
10. Reappointment of Ernst & Young as external auditors for the year ending 31 December 2016 and authorize the Board of Directors to determine their remuneration, subject to the approval of the Central Bank of Bahrain.
11. New matters that may arise as per Article 207 of the Commercial Companies’ Law.

The Shareholders approved the following items of the agenda:

1. To approve the minutes of the previous AGM meeting held on 3 March 2014.

2. To discuss and approve the Board of Directors’ report on the Bank’s activities for the year ended 31 December 2014.

3. To receive the Shari’a Supervisory Board’s report for the year ended 31 December 2014.

4. To receive the external auditor’s report for the year ended 31 December 2014.

5. To review and approve the financial statements for the year ended 31 December 2014.

6. To appropriate the net profit for the year ending 2014 upon the recommendations of the Board of directors as follows:

a. Transfer of BD1,555,000 to statutory reserves.

b. Distribution of dividends of 5 fils per share or 5% ofthe paid up share capital, amounting toBD10,705,000 for the year ended 31December 2014.

c. Approve Board of Directors remuneration in the aggregate amount of BD329,000 for the year ended31 December 2014.

7. To receive reporton the Bank’s compliance with the Corporate Governance Guidelines and the Central Bank of Bahrain’s requirements. 

8. To absolve the members of the Board from liability for their actions during the year ended 31December 2014.

9. Approve there muneration framework in the Bank incompliance with the Central Bank of Bahrain’srequirements.

10. To appoint orre-appoint members of the Shari’aSupervisory Board for the next three years.

11. Reappointment of Ernst & Young as external auditors for the year ending 31 December 2015 and authorize the Board of Directors todetermine their remuneration, subject to the approval of the Central Bank of Bahrain.

12. Suggest limiting the number of Directors for the coming term to 11 directors.

13. Appoint/elect the members of the Board of Directors for the next term of three years, subject to the approval of the Central Bank of Bahrain.

14. New matters that may arise as per Article 207 of the Commercial Companies’ Law.

To approve the minutes of the previous AGM meeting held on 20 February 2013. To discuss and approve the Board of directors’ report on the Group’s activities for the year ended 31 December 2013. To receive the Shari’a Supervisory Board report for the year ended 31 December 2013. To receive the external auditor’s report for the year ended 31 December 2013. To review and approve the financial statements for the year ended 31 December 2013. To appropriate the net profit for the year ending 2013 upon the recommendations of the Board of directors as follows:

a.     Transfer of BD1,237,200 to statutory reserves.

b.     Distribution of dividends of 5 fils per share or 5% of the paid up share capital (excluding Treasury shares), amounting to BD7,446,790 for the year ended 31 December 2013

To receive report on the Bank’s compliance with the Corporate Governance Guidelines and the Central Bank of Bahrain’s requirements.  To absolve the members of the Board from liability for their actions during the year ended 31 December 2013. Appointment of Ernst & Young as external auditors for the year ending 31 December 2014 and authorize the Board of Directors to determine their remuneration. Approve Board of Directors remuneration in the aggregate amount of BD364,948 for the year ended 31 December 2013.