Bahrain Islamic Bank B S CBAHRAIN: BISB

Invitation to the Ordinary General Meeting for the Year 2024

· Issued by Bahrain Islamic Bank B S C

Invitation to the Ordinary General Meeting for the Year 2024

The Chairman of the Board of Directors of Bahrain Islamic Bank B.S.C. (Registration no. 9900 - 1, Building 722, Road 1708, Block 317, Manama/Diplomatic Area) cordially invites the shareholders to attend the Ordinary General Meeting, which will be convened at 11:00 a.m. on Monday, March 24, 2025, at Al Dana Hall (3) - Gulf Hotel Bahrain Convention and Spa to discuss the following agenda items.

In case the quorum is not achieved on Monday, March 24, 2025, at 11:00 a.m., the second meeting will be held on Monday, March 31, 2025, at 11:00 a.m., and if the quorum is not achieved on Monday, March 31, 2025, at 11:00 a.m., the third meeting will be held on Monday, April 7, 2025, at 11:00 a.m., at the same time and venue. If any of the postponed meetings falls on a public holiday, that meeting will be held on the first working day following the public holiday.

Ordinary General Meeting Agenda

  1. To approve the minutes of the previous Ordinary General meeting no (48) held on March 25, 2024.
  2. To discuss and approve the Board of Director's report on the Bank's activities and its financial position for the financial year ended December 31, 2024.
  3. To listen to the External Auditor's report for the financial year ended December 31, 2024.
  4. To listen to the Shari'a Supervisory Board's report for the financial year ended December 31, 2024.
  5. To discuss and approve the audited financial statements for the year ended December 31, 2024.
  6. Notification of transactions carried out during the year ended December 31, 2024, between the Bank and related parties including major shareholders of the Bank as presented in note (27) of the consolidated financial statements, pursuant to Article (189) of the Bahrain Commercial Companies Law.
  7. To approve the Board of Directors' recommendation to allocate the net profit of BD 5,070,026 for the year ended December 31, 2024, as follows:
    1. BD 356,398 to Zakah fund and authorize the Board of Directors to distribute it.
    2. BD 50,000 for charitable donation and authorize the Board of Directors to distribute it.
    3. Transfer of BD 507,003 to the statutory reserves.
    4. Transfer of BD 4,156,625 to the retained earnings.
  9. To approve the payment of a total amount of BD 268,128 as remuneration to the Board of Directors for the financial year ended December 31, 2024, subject to obtaining the approval of the Minister of Industry and Commerce, in addition to all benefits and privileges including the sitting fees for the financial year ending December 31, 2024, as stated in the Board of Directors Report and approving the sitting fees for the year 2025 at a similar rate of the previous year.
  10. To discuss the Bank's Corporate Governance report for the year ended December 31, 2024, as required by the Central Bank of Bahrain.
  11. To absolve the members of the Board of Directors from liability for their actions during the year ended December 31, 2024.
  12. To Re-appoint KPMG Fakhro as external auditors for the year 2025 and authorize the Board of Directors to determine their fees.
  13. To approve the composition of the Board of Directors for the term from March 2025 to March 2028 as below, subject to approval by the Central Bank of Bahrain:
    12.1. The election of four independent Board members.
    12.2. The appointment of six Board members by the National Bank of Bahrain.
  14. Any matter arising in accordance with Article (207) of the Bahrain Commercial Companies Law.

_____________________________

Zaid Khalid Abdulrahman

Chairman of the Board of Directors

Important Notice to the Shareholders:

  1. Shareholders can obtain a copy of the proxy form through the stock registrar, Bahrain Clear Company B.S.C.
  2. The Bank's consolidated audited financial statements for the year ended December 31, 2024 and all other reports and documents that shall be presented in the meeting including the previous meeting minutes are made available on BisB's website:www.bisb.comand Bahrain Bourse's website: www.bahrainbourse.com.
  3. Any shareholder who is registered in the Bank's books as of the fixed date of the meeting could attend with himself/herself or by authorizing another person in writing to attend and vote on his/her behalf, provided that the proxy should not be the Chairman, Board Members, or any of BisB's staff.
  4. If the shareholder is a company, the proxy who is attending the meetings has to present a written power of attorney duly stamped and signed by the authorized person in the company and to present this power of attorney at least 24 hours prior to the meeting date to Bahrain Clear Company B.S.C.
  5. Persons lacking capacity or under legal incapacity shall be represented in the meeting by their legal representatives.
  6. Ensure the proxies should be submitted to Bahrain Clear Company B.S.C, either by hand or email to:registry@bahrainclear.com,at least 24 hours before the time of the meeting, noting that any submission of proxies beyond the above mentioned timeframe shall be deemed invalid to attend the meeting.
  7. Shareholders with special needs are encouraged to notify the Bank at least 14 calendar days prior to the Annual General Meeting (i.e., by March 10, 2025) about any specific accommodations they require, such as sign language interpretations, braille materials, wheelchair access, or any other necessary tools to ensure their seamless participation in the meeting.

For further inquiries and assistance, please contact the Board Secretary at Bahrain Islamic Bank on: +973 1751 5123/ +973 1751 5775.

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